Liberty Defense Holdings Ltd美股招股说明书(2026-04-21版)

LIBERTY DEFENSE HOLDINGS, LTD. This is the initial public offering in the United States of 3,673,638 common shares, no par value (each, a “Common Share” and collectively,“Common Shares”) of Liberty Defense Holdings, Ltd., a British Columbia corporation (the “Company”), in a firm commitment underwritten offering.The initial public offering price is US$4.50 per Common Share. We also offered to certain purchasers whose purchase of Common Shares in this offering would otherwise result in the purchaser, together withits affiliates and certain related parties, beneficially owning more than 9.99% of our outstanding Common Shares immediately following theconsummation of this offering, the opportunity to purchase, if any such purchaser so chose, pre-funded warrants (each, a “Pre-Funded Warrant” andcollectively, the “Pre-Funded Warrants”) to purchase 770,807 Common Shares, in lieu of Common Shares. The initial public offering price of each Pre-Funded Warrant will be equal to the price at which one Common Share is sold to the public in this offering, minus US$0.0001, and the initial exerciseprice of each Pre-Funded Warrant will be US$0.0001 per Common Share. The Pre-Funded Warrants will be immediately exercisable and may beexercised at any time until all of the Pre-Funded Warrants are exercised in full. For each Pre-Funded Warrant we sold, the number of Common Shareswe offered was decreased on a one-for-one basis. We are also registering the Common Shares issuable from time to time upon exercise of the Pre-Funded Warrants. We collectively refer to theCommon Shares and the Pre-Funded Warrants offered hereby, and the Common Shares underlying the Pre-Funded Warrants, as the “securities.” Our Common Shares are currently listed on the TSX Venture Exchange (the “TSXV”) under the symbol “SCAN,” quoted on the OTCQBVenture Market (the “OTCQB”) under the symbol of “LDDFF” and listed on the Frankfurt Stock Exchange (the “FSE”) under the symbol of “4XS.”Our Common Shares have been approved for listing on the Nasdaq Capital Market (“Nasdaq”) under the symbol “DETX,” and are expected tocommence trading on Nasdaq on April 22, 2026. We have notified the TSXV of this offering, but no assurance can be given that the TSXV willconditionally approve this offering. It is a condition precedent to the underwriter’s obligation to purchase the Common Shares offered hereby that theTSXV approves the listing of our Common Shares. Accordingly, if the TSXV does not approve the listing of our Common Shares, we may not be ableto proceed with this offering on the anticipated timeline or at all. There is no established public trading market for the Pre-Funded Warrants, and we donot intend to list the Pre-Funded Warrants on any national securities exchange or trading system. Without a trading market, the liquidity of the Pre-Funded Warrants will be limited.® In connection with our application to list our Common Shares on Nasdaq, on March 13, 2026, we effected a one for forty-five (1-for-45) shareconsolidation of our Common Shares (the “Share Consolidation”). Accordingly, all shareholders of record at the opening of business on March 13,2026 received one issued and outstanding post-Share Consolidation Common Share in exchange for 45 outstanding pre-Share Consolidation CommonShares. Unless otherwise noted, the historical share and per share information in this prospectus, including in our financial statements and related notesincluded elsewhere in this prospectus, reflects the Share Consolidation. See “Recent Developments — Share Consolidation” beginning on page9formore information regarding the Share Consolidation. On April 20, 2026, the closing price of our Common Shares was C$6.21 on the TSXV, US$4.54 on the OTCQB and €3.74 on the FSE, aftergiving effect to the Share Consolidation. The actual initial public offering price per Common Share was not determined by any particular formula but was rather determined throughnegotiations between us and the underwriter at the time of pricing. We are an “emerging growth company” and a “foreign private issuer” as defined under United States federal securities laws and may elect tocomply with reduced public company reporting requirements. See “Implications of Being an Emerging Growth Company”beginning on page9and“Foreign Private Issuer Status” beginning on page10of this prospectus for more information. Investing in our securities involves a high degree of risk, including the risk of losing your entire investment. See“Risk Factors” beginning on page17toread about factors you should consider before buying our securities. Neither the United States Securities and Exchange Commission nor any state securities commission nor any other regulatory body has approved ordisapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. (1)See “Underwriting”on page124for additional information regarding underwriting compensation. (2)The