The Elmet Group Co美股招股说明书(2026-04-23版)

Common Stock This is the initial public offering of our common stock, par value $0.001 per share. We are offering8,571,428 shares of our common stock. Prior to this offering, there has been no public market for our commonstock. The initial public offering price per share of our common stock is $14.00. We have been approved to have our common stock listed on the Nasdaq Stock Market LLC (“Nasdaq”)under the symbol “ELMT.” We are an “emerging growth company” and a “smaller reporting company” as defined under theU.S.federal securities laws and, as such, may elect to comply with certain reduced public company reportingrequirements for this prospectus and future filings. See “Prospectus Summary—Implications of Being anEmerging Growth Company.” Investing in our common stock is speculative and involves a high degree of risk. Please read “RiskFactors” beginning on page 19 of this prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approvedor disapprovedof these securities or determined if this prospectus is truthful or complete. Anyrepresentation to the contrary is a criminal offense. (1)We have also agreed to issue to Cantor Fitzgerald& Co. (“Cantor”) certain broker warrants to purchase up to anumber of shares of our common stock equal to 1.5% of the total number of shares of common stock sold in thisoffering (“Broker’s Warrants”). Please see “Underwriting” beginning on page 163 of this prospectus for additionalinformationregarding underwriting discounts and commissions,expenses,the Broker’s Warrants and othercompensation payable to Cantor and the other underwriters.(2)The proceeds, before expenses, to us presented in this table do not give effect to any exercise by the underwriters ofthe Broker’s Warrants. At our request, the underwriters reserved 171,429 shares of our common stock, or 2% of the sharesoffered by this prospectus, for sale at the initial public offering price through a directed share program to certainof our directors, officers, and employees, as well as other parties related to The Elmet Group Co. See“Underwriting — Directed Share Program.” We have granted a 30-day option to the representative of the underwriters to purchase up to 1,285,714additional shares of common stock at the public offering price, less underwriting discounts and commissions,solely to cover over-allotments, if any. The underwriters expect to deliver the shares to purchasers on or about April 24, 2026. Cantor Needham & Company Canaccord Genuity Roth Capital Partners Prospectus dated April 22, 2026 TABLE OF CONTENTS PageProspectus Summary1The Offering12Cautionary Note Regarding Forward-Looking Statements17Risk Factors19Use of Proceeds53Capitalization55Dilution57Dividend Policy59Management’s Discussion and Analysis of Financial Condition and Results of Operations60Unaudited Pro Forma Condensed Consolidated Financial Information90Business99Management124Executive Compensation131Principal Stockholders147Certain Relationships and Related Party Transactions149Description of Capital Stock153Shares Eligible for Future Sale157Material U.S. Federal Income Tax Consequences to Non-U.S. Holders159Underwriting163Experts174Legal Matters174Where You Can Find More Information174Index to Financial StatementsF-1i ABOUT THIS PROSPECTUS We and the underwriters have not authorized anyone to provide any information or to make anyrepresentations other than those contained in this prospectus or in any free writing prospectuses prepared by usor on our behalf or to which we have referred you. We take no responsibility for and can provide no assuranceas to the reliability of any other information that others may give you. This prospectus is an offer to sell only theshares of common stock offered hereby, but only under circumstances and in jurisdictions where it is lawful todo so. We are not making an offer to sell these shares of common stock in any jurisdiction where the offer orsale is not permitted or where the person making the offer or sale is not qualified to do so or to any person towhom it is not permitted to make such offer or sale. The information contained in this prospectus is current onlyas of the date on the front cover of the prospectus. Our business, financial condition, results of operations andprospects may have changed since that date. Persons who come into possession of this prospectus and any applicable free writing prospectus injurisdictions outside the UnitedStates are required to inform themselves about and to observe any restrictions asto this offering and the distribution of this prospectus and any such free writing prospectus applicable to thatjurisdiction. See “Underwriting” for additional information on these restrictions. General Information Unless otherwise indicated or the context otherwise requires, references in this prospectus to “Company,”“we,” “us,” “our” and “Elmet” refer to The Elmet Group Co., a Delaware corporation, and its subsidiaries.Elmet was inco