SCHMID Group NV-A美股招股说明书(2026-06-24版)

Resale of 4,958,481 Ordinary Shares This registration statement relates to the resale of 4,958,481 ordinary shares of the Company, €0.01 parvalue per share (“Ordinary Shares”) issued in private placements on May 23, 2026 as follows: (i) 474,496Ordinary Shares issued to Christine Schmid, (ii) 2,190,589 Ordinary Shares issued to Anette Schmid, (iii)1,265,322 Ordinary Shares issued to Christian Schmid and (iv) 1,028,074 Ordinary Shares issued to SchmidGrundstücke GmbH & Co KG. The Ordinary Shares were issued to offset outstanding claims against theCompany in an aggregate amount of EUR 30.75 million. The Ordinary Shares were issued pursuant tosubscription agreements and set-off agreements the Company entered into on April 24, 2026 with each ofthe selling securityholders. This registration statement provides you with a general description of such securities and the generalmanner in which the selling securityholders may offer or sell the securities. The registration of the securitiescovered by this registration statement does not mean that the subscribing shareholders will offer or sell anyof the ordinary shares. The subscribing shareholders may offer, sell or distribute all or a portion of theirordinary shares publicly or through private transactions at prevailing market prices or at negotiated prices.All of the securities offered by the selling securityholders will be sold for their own accounts. We will notreceive any proceeds from the resale of ordinary shares by the selling securityholders pursuant to thisregistration statement. We provide more information about how the Subscribing Shareholders may sell or otherwise dispose ofour ordinary shares in the section entitled, “Plan of Distribution.” We may amend or supplement this prospectus from time to time by filing amendments or supplementsas required. You should read this entire prospectus and any amendments or supplements carefully beforeyou make your investment decision. We are an “emerging growth company” as that term is defined in the Jumpstart Our Business StartupsAct of 2012 and, as such, are subject to reduced public company reporting requirements. Our principal executive offices are located at Robert-Bosch-Str. 32-36, 72250 Freudenstadt, Germany. Investing in our securities involves a high degree of risk. Before buying any securities, you shouldcarefully read the discussion of material risks of investing in our securities in “Risk Factors” of thisprospectus. We are a “foreign private issuer” as defined in the U.S. Securities Exchange Act of 1934, as amended(the “Exchange Act”), and are exempt from certain rules under the Exchange Act that impose certaindisclosure obligations and procedural requirements for proxy solicitations under Section14 of the ExchangeAct. In addition, our officers, directors and principal shareholders are exempt from the reporting and “short-swing” profit recovery provisions under Section16 of the Exchange Act. Moreover, we are not required tofile periodic reports and financial statements with the U.S. Securities and Exchange Commission asfrequently or as promptly as U.S. companies whose securities are registered under the Exchange Act.Additionally, the NASDAQ rules allow foreign private issuers to follow home country practices in lieu ofcertain of the NASDAQ’s corporate governance rules. As a result, our shareholders may not have the sameprotections afforded to shareholders of companies that are subject to all the NASDAQ corporate governancerequirements. We are a controlled company as defined under the Nasdaq Capital Market Marketplace Rule5615(c)because, Anette Schmid, and Christian Schmid, directly and indirectly, collectively hold 31,357,893Ordinary Shares consisting of 52.27% of the issued and outstanding shares totaling 59,985,726 OrdinaryShares as of the date of this prospectus (and not including 5,000,000 earn-out shares, which have beenissued but have not vested). Including the 5,000,000 earn-out shares, we have 64,985,726 Ordinary Sharesoutstanding. Neither the Securities and Exchange Commission nor any state securities commission has approved ordisapproved of these securities or passed on the adequacy or accuracy of this prospectus. Any representationto the contrary is a criminal offense. Prospectus dated June23, 2026 TABLE OF CONTENTS PageABOUT THIS PROSPECTUS1CONVENTIONS WHICH APPLY TO THIS PROSPECTUS3IMPORTANT INFORMATION ABOUT U.S. GAAP, IFRS AND NON-IFRS FINANCIALMEASURES3TRADEMARKS, SERVICE MARKS AND TRADE NAMES3MARKET, INDUSTRY AND OTHER DATA3FREQUENTLY USED TERMS AND BASIS OF PRESENTATION4CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS6SUMMARY8THE OFFERING20SUMMARY HISTORICAL FINANCIAL INFORMATION OF SCHMID21RISK FACTORS22USE OF PROCEEDS58DETERMINATION OF OFFERING PRICE59MARKET INFORMATION FOR CLASS A SHARES AND DIVIDEND POLICY60CAPITALIZATION61BUSINESS OF SCHMID AND CERTAIN INFORMATION ABOUT SCHMID62MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION ANDRESULTS OF OPERATIONS72MANAGEM