SCHMID Group NV-A美股招股说明书(2026-05-26版)

Resale of up to 5,000,000 Ordinary Shares This prospectus relates to the resale, from time to time of up to 5,000,000 ordinary shares of theCompany, €0.01 par value per share, by YA II PN, LTD, a Cayman Islands exempt limited partnership(“Yorkville”) consisting of (i) up to 4,975,111 ordinary shares that we may, in our discretion, elect to issueand sell to Yorkville from time to time after the date of this prospectus pursuant to a Standby EquityPurchase Agreement we entered into with Yorkville on May 12, 2026 (the “SEPA”) and (ii) 24,889 ordinaryshares (the ‘Commitment Shares’) that we are contractually required to issue to Yorkville as considerationfor its commitment to purchase Ordinary Shares under the SEPA. The Ordinary Shares included in thisprospectus consist of ordinary shares that we may, in our discretion, elect to issue and sell to Yorkville, fromtime to time after the date of this prospectus, pursuant to the SEPA, in which Yorkville has committed topurchase from us up to $30,000,000 of our ordinary shares, subject to the terms and conditions specified inthe SEPA. As of the date of this prospectus, we have not issued any ordinary shares to Yorkville. See thesection entitled, “Committed Equity Financing” for a description of the SEPA and the section entitled,“Selling Shareholder” for additional information regarding Yorkville. Our registration of the securities covered by this prospectus does not mean that Yorkville will offer orsell any of the ordinary shares. Yorkville may offer, sell or distribute all or a portion of their ordinary sharespublicly or through private transactions at prevailing market prices or at negotiated prices. We will notreceive any proceeds from the sale of ordinary shares by Yorkville pursuant to this prospectus. However, wemay receive up to $30,000,000 in aggregate gross proceeds from sales of our ordinary shares to Yorkvillethat we may, in our discretion, elect to make, from time to time after the date of this prospectus, pursuant tothe SEPA. We provide more information about how Yorkville may sell or otherwise dispose of our ordinaryshares in the section entitled, “Plan of Distribution.” Yorkville is an “underwriter” within the meaning ofSection 2(a)(11) of the Securities Act of 1933, as amended. 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 collectively hold 26,810,000 Ordinary Shares consisting of50.78% of the issued and outstanding shares totaling 52,800,864 Ordinary Shares as of the date of thisprospectus (and not including 5,000,000 earn-out shares, which have been issued but have not vested). 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 , 2026 TABLE OF CONTENTS PageABOUT THIS PROSPECTUS1CONVENTIONS WHICH APPLY TO THIS PROSPECTUS2IMPORTANT INFORMATION ABOUT U.S. GAAP, IFRS AND NON-IFRS FINANCIALMEASURES3TRADEMARKS, SERVICE MARKS AND TRADE NAMES3MARKET, INDUSTRY AND OTHER DATA3FREQUENTLY USED TERMS AND BASIS