As filed with the U.S. Securities and Exchange Commission on July 18, 2025. Registration No. 333-[●] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Aether Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) Delaware 7372 35-2818803 (I.R.S. Employer Identification No.) 1441 Broadway, ...

Core Insights - Aether Holdings, through its subsidiary Alpha Edge Media, has acquired AltcoinInvesting.co to expand its digital asset content offerings and enhance its investor intelligence platform [1][2][3] Group 1: Acquisition Details - The acquisition of AltcoinInvesting.co represents Aether's strategic entry into the digital asset content vertical, complementing its existing financial newsletter platforms [2][5] - Alpha Edge Media aims to maintain AltcoinInvesting.co's brand identity while integrating its content into a broader multi-asset financial media platform [2][3] - The acquisition was completed as an all-cash transaction, including all operational assets, intellectual property, and subscriber base of AltcoinInvesting.co [5] Group 2: Market Context - There is a growing demand for credible and digestible insights into crypto and digital assets among both retail and institutional investors [3][4] - AltcoinInvesting.co has established a strong reputation for delivering actionable research on altcoins, decentralized finance (DeFi), and emerging blockchain ecosystems, making it a suitable addition to Alpha Edge Media's portfolio [4][5] Group 3: Strategic Vision - Aether Holdings aims to build a digital asset vertical with ambitions similar to those applied in traditional equity markets, focusing on high-quality media and technology integration [5][11] - The company is committed to redefining financial content creation and distribution by combining editorial excellence with fintech infrastructure [6][11]

Company Overview - Aether Catalyst Solutions, Inc. has begun trading on the OTCQB under the ticker symbol ATHHF while continuing its primary listing on the Canadian Securities Exchange as ATHR [1] - The company aims to significantly reduce costs associated with automotive catalytic converter catalysts while meeting or exceeding government emission standards [4] Market Listing and Compliance - To qualify for OTCQB, companies must adhere to high financial standards, best practice corporate governance, and comply with applicable securities laws, which enhances transparency for U.S. investors [2] - The OTCQB listing is a significant milestone for companies looking to provide transparent trading options for U.S. investors [2] Technology and Development Focus - Aether is focused on rapidly advancing its technology through the screening of new materials to improve end-of-life conversion levels after accelerated aging [4] - In addition to automotive applications, Aether is also developing catalysts aimed at reducing emissions from small motors, which contribute significantly to urban air pollution [4]

Core Insights - Aether Holdings, Inc. has appointed Eva and Luke Hodgens to key leadership roles, enhancing its marketing and publication strategies to drive growth and execution of its business model [1][2][3] Group 1: Leadership and Strategy - Eva and Luke Hodgens are founders of Makaira Media, a performance marketing firm, and have been instrumental in launching Aether's Alpha Edge Media platform, which focuses on AI-driven financial insights [2][3] - The expansion of their roles signifies Aether's commitment to integrating financial media, predictive analytics, and fintech infrastructure into a cohesive platform [3][4] - Aether aims to create a new category in financial market intelligence, where content and computation work together in real-time to provide actionable insights [4][5] Group 2: Technology and Product Development - Aether's strategy revolves around an AI-driven financial markets data ecosystem that enhances the delivery of market sentiment and information [4][5] - The company is actively pursuing acquisitions in financial media and technology to strengthen its ecosystem and expand its product offerings [6] - Aether's flagship analytics platform, SentimenTrader, utilizes machine learning to analyze market sentiment and provide predictive insights [7][9] Group 3: Business Model and Market Position - Aether's business model focuses on controlling financial market data and customizing AI-powered content for its customers, aiming for a measurable and scalable marketing engine [5][10] - The company is committed to redefining excellence in fintech by integrating actionable content with advanced technologies to empower investors [10]

PART I [Item 1. Financial Statements](index=6&type=section&id=Item%201.%20Financial%20Statements) Presents unaudited condensed consolidated financial statements for Aether Holdings, Inc., detailing financial position, results of operations, cash flows, and notes, including a mitigated 'going concern' issue Condensed Consolidated Balance Sheets (Unaudited) | | March 31, 2025 | September 30, 2024 | | :--- | :--- | :--- | | **Total Assets** | **$367,761** | **$719,441** | | **Total Liabilities** | **$964,061** | **$603,361** | | **Total Stockholders' Equity (Deficit)** | **($596,300)** | **$116,080** | Condensed Consolidated Statements of Operations (Unaudited) | | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | Six Months Ended March 31, 2025 | Six Months Ended March 31, 2024 | | :--- | :--- | :--- | :--- | :--- | | **Revenue** | $341,906 | $365,220 | $696,549 | $730,633 | | **Gross Profit** | $232,290 | $255,635 | $479,375 | $507,749 | | **Net Loss** | **($390,181)** | **($182,275)** | **($712,380)** | **($276,214)** | | **Loss per Share** | ($0.04) | ($0.02) | ($0.07) | ($0.03) | Condensed Consolidated Statements of Cash Flows (Unaudited, Six Months Ended) | | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | **Net cash used in operating activities** | ($361,771) | ($157,093) | | **Net cash (used in) provided by financing activities** | ($2,789) | $843,840 | | **Net (decrease) increase in cash** | ($364,560) | $686,747 | | **Cash, end of the period** | **$193,263** | **$784,853** | [Note 1: Description of Business and Organization](index=11&type=section&id=Note%201%3A%20Description%20of%20Business%20and%20Organization) Aether Holdings provides proprietary research analytics via SentimenTrader.com, addressing 'going concern' issues and negative working capital with a successful April 2025 IPO - The company is principally engaged in providing proprietary research analytics, data, and tools for equity traders through its flagship platform, SentimenTrader.com[33](index=33&type=chunk) - The financial statements were prepared on a going concern basis, but the company has incurred losses since inception, had negative working capital of **$598,568** as of March 31, 2025, and an accumulated deficit[35](index=35&type=chunk) - Subsequent to the reporting period, the company consummated an IPO on April 11, 2025, and a fully exercised Over-Allotment Option on April 16, 2025, generating total gross proceeds of **$8,901,000**. Management believes this significantly improves the company's financial position[36](index=36&type=chunk)[37](index=37&type=chunk)[38](index=38&type=chunk) [Note 2: Summary of Significant Accounting Policies](index=12&type=section&id=Note%202%3A%20Summary%20of%20Significant%20Accounting%20Policies) Outlines significant accounting policies including ASC 606 revenue recognition, capitalization of deferred IPO costs, and the company's single operating segment structure - The primary source of revenue is from online subscription services to the company's cloud-based software, recognized ratably over the contract term (typically one month to one year) under ASC 606[55](index=55&type=chunk) - Deferred offering costs, including legal, accounting, and underwriter fees directly attributable to the IPO, are capitalized. For the six months ended March 31, 2025, the company recorded deferred offering costs of **$161,806**[50](index=50&type=chunk) - The company operates as a single operating segment, with its Chief Executive Officer acting as the Chief Operating Decision Maker (CODM)[47](index=47&type=chunk) [Note 3: Deferred Revenue](index=18&type=section&id=Note%203%3A%20Deferred%20Revenue) Details deferred revenue as a short-term liability, showing an increase to $395,077 by March 31, 2025, with $711,549 added and $696,549 recognized during the period Deferred Revenue Movement (Six Months Ended March 31, 2025) | | Amount | | :--- | :--- | | Opening balance (Oct 1, 2024) | $380,077 | | Additional deferred revenue accrual | $711,549 | | Revenue released from deferred revenue | ($696,549) | | **Ending balance (Mar 31, 2025)** | **$395,077** | [Note 7: Loan Payable](index=18&type=section&id=Note%207%3A%20Loan%20Payable) Details a short-term, unsecured loan of $20,000 at 5% interest, with an outstanding balance of $20,516 as of March 31, 2025, subsequently settled post-IPO - The company entered into a short-term loan on March 16, 2025, with a **5%** annual interest rate[86](index=86&type=chunk) - As of March 31, 2025, the total outstanding loan payable was **$20,516**. The **$20,000** principal was subsequently settled on April 15, 2025[86](index=86&type=chunk) [Note 11: Related Party Transactions](index=22&type=section&id=Note%2011%3A%20Related%20Party%20Transactions) Details related party transactions, including $391,597 due to related parties and increased executive compensation of $361,002 for the six months ended March 31, 2025 Due to Related Parties | | March 31, 2025 | September 30, 2024 | | :--- | :--- | :--- | | **Total due to related parties** | **$391,597** | **$191,952** | Wages and Salaries for Executive Officers and Directors (Six Months Ended) | | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | **Total compensations** | **$361,002** | **$159,100** | [Note 15: Subsequent Events](index=29&type=section&id=Note%2015%3A%20Subsequent%20Events) Highlights post-period events including the April 2025 IPO raising $8.9 million in gross proceeds and the incorporation of Alpha Edge Media Inc. for new newsletter services - The company consummated its IPO and fully exercised over-allotment option in April 2025, generating total gross proceeds of **$8,901,000**[134](index=134&type=chunk)[135](index=135&type=chunk) - On April 30, 2025, the company incorporated a new wholly-owned subsidiary, Alpha Edge Media Inc., to support its investor relations and manage new newsletter services[136](index=136&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=30&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Discusses financial performance, noting a 4.7% revenue decrease, widened net loss due to higher G&A, declining subscribers, and improved liquidity from the $8.9 million IPO [Overview and Key Business Metrics](index=30&type=section&id=Overview%20and%20Key%20Business%20Metrics) Aether's key business metrics show significant declines in free and paid subscribers due to unrepeated marketing, offset by a 31.9% ARPU increase, alongside a recent IPO and new subsidiary - The company generates revenue from subscriptions to its cloud-based software platform, SentimenTrader.com, which provides research analytics for equity traders[139](index=139&type=chunk)[142](index=142&type=chunk) - Post-period end, the company completed an IPO raising **$8.9 million** in gross proceeds and incorporated a new subsidiary, Alpha Edge Media, Inc., to expand its newsletter business[143](index=143&type=chunk)[144](index=144&type=chunk) Key Business Metrics (Six Months Ended March 31) | Metric | 2025 | 2024 | % Change | | :--- | :--- | :--- | :--- | | Free Subscribers | 593 | 5,085 | (88.3)% | | Paid Subscribers | 2,357 | 3,263 | (27.7)% | | Average conversion rate | 23.0% | 26.9% | (14.4)% | | Average Revenue Per User (ARPU) | $295 | $224 | 31.9% | [Results of Operations](index=35&type=section&id=Results%20of%20Operations) Compares operating results, showing a 4.7% revenue decrease and a 157.9% wider net loss for the six months ended March 31, 2025, driven by higher G&A expenses Results of Operations Comparison (Six Months Ended March 31) | | 2025 | 2024 | % Change | | :--- | :--- | :--- | :--- | | **Revenue** | $696,549 | $730,633 | (4.7)% | | **Gross Profit** | $479,375 | $507,749 | (5.6)% | | **General and administrative expenses** | $1,107,790 | $703,624 | 57.4% | | **Net Loss** | **($712,380)** | **($276,214)** | **157.9%** | - The decrease in revenue for the six months ended March 31, 2025 was primarily due to a decrease in normalized Paid Subscribers from approximately **2,520** to **2,357**[173](index=173&type=chunk) - The increase in general and administrative expenses for the six-month period was mainly due to a **$100,242** increase in professional fees (for the IPO) and a **$264,272** increase in salaries and benefits (from new executive appointments)[180](index=180&type=chunk)[181](index=181&type=chunk)[182](index=182&type=chunk) [Liquidity and Capital Resources](index=41&type=section&id=Liquidity%20and%20Capital%20Resources) Details negative working capital of $598,568 and increased cash used in operations, but highlights the $8.9 million IPO as sufficient liquidity for the next 12 months - As of March 31, 2025, the company had negative working capital of **$598,568**, with current assets of **$365,493** and current liabilities of **$964,061**[209](index=209&type=chunk) Cash Flow Summary (Six Months Ended March 31) | | 2025 | 2024 | | :--- | :--- | :--- | | Net cash used in operating activities | ($361,771) | ($157,093) | | Net cash (used in) provided by financing activities | ($2,789) | $843,840 | | **Cash, end of the period** | **$193,263** | **$784,853** | - Management believes the successful IPO in April 2025, which generated gross proceeds of **$8,901,000**, has significantly improved the company's liquidity and financial position, providing sufficient capital for at least the next 12 months[211](index=211&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=44&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a 'smaller reporting company,' the company is exempt from providing market risk disclosures - As a 'smaller reporting company' as defined by Item 10 of Regulation S-K, we are not required to provide information required by this Item[218](index=218&type=chunk) [Controls and Procedures](index=44&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded disclosure controls and procedures were effective, with no material changes to internal control over financial reporting during the quarter - Management concluded that the company's disclosure controls and procedures were effective at a reasonable assurance level for the period covered by the report[220](index=220&type=chunk) - There were no changes in internal control over financial reporting during the fiscal quarter that materially affected, or are reasonably likely to materially affect, the company's internal control over financial reporting[222](index=222&type=chunk) PART II - OTHER INFORMATION [Legal Proceedings](index=44&type=section&id=Item%201.%20Legal%20Proceedings) The company is not currently involved in any legal proceedings or claims likely to materially adversely affect its business or financial condition - The company is not a party to, nor aware of, any legal proceedings, investigations or claims which are likely to have a material adverse effect on its business[224](index=224&type=chunk) [Risk Factors](index=45&type=section&id=Item%201A.%20Risk%20Factors) As a 'smaller reporting company,' risk factor information is not required in this 10-Q, referring readers to the Form S-1 Registration Statement - As a 'smaller reporting company', the company is not required to provide this information and refers to its Registration Statement on Form S-1 (File No. 333-284081) for risk factors[225](index=225&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=45&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) No unregistered equity sales occurred; details use of $7.7 million net IPO proceeds for professional fees, loan repayment, and working capital, including back-paid salaries - No unregistered sales of equity securities were conducted during the three months ended March 31, 2025[226](index=226&type=chunk) - The IPO in April 2025 generated net proceeds of **$7,705,350** after deducting commissions and expenses[228](index=228&type=chunk) - A portion of the IPO proceeds was used for working capital, including the back payment of **$437,000** in salaries and director fees to officers and directors[229](index=229&type=chunk) [Other Items (Defaults, Mine Safety, Other Info, Exhibits)](index=45&type=section&id=Other%20Items) Confirms no defaults on senior securities, no mine safety disclosures, no other material information, and lists exhibits filed with the Form 10-Q - Item 3: No defaults upon senior securities are reported[230](index=230&type=chunk) - Item 4: Mine and Safety Disclosure is not applicable[231](index=231&type=chunk) - Item 6: A list of exhibits filed with the Form 10-Q is provided[232](index=232&type=chunk)[233](index=233&type=chunk)

Core Insights - Aether Holdings, Inc. has launched Alpha Edge Media, a wholly owned subsidiary focused on creating digital-first financial newsletter content and brands [1][4] - The initiative aims to enhance Aether's marketing and distribution capabilities, leveraging proceeds from its recent IPO [4][5] - Collaboration with Makaira Media will support the development and growth of the newsletter network, targeting forward-looking investors [3][6] Company Overview - Aether Holdings, Inc. is an emerging financial technology platform that provides proprietary research analytics, data, and tools for equity traders [1][8] - The flagship platform, SentimenTrader.com, offers AI-driven insights into market sentiment, catering to both retail and institutional investors [2][9] - Aether aims to empower traders with actionable insights and enhance decision-making capabilities through advanced technologies [11] Strategic Goals - The Alpha Edge Media initiative is part of Aether's strategy to build a media ecosystem that captures subscribers and revenue opportunities [5][7] - The focus is on creating high-growth media assets that are audience-first and data-smart, with a strong emphasis on monetization [5][7] - Aether's long-term vision includes integrating specialized content and proprietary data to drive the future of fintech AI [5][11]

As filed with the U.S. Securities and Exchange Commission on April 8, 2025 Registration No. 333-284081 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 3 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Aether Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) (State or other jurisdiction of incorporation or organization) Delaware 7372 35-2818803 (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification ...

As filed with the U.S. Securities and Exchange Commission on March 19, 2025 Registration No. 333-284081 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Aether Holdings, Inc. (State or other jurisdiction of incorporation or organization) Delaware 7372 35-2818803 (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification No.) 1441 Broadway, 30th Floor, New York, NY 10018 (3 ...

As filed with the U.S. Securities and Exchange Commission on February 27, 2025 Registration No. 333-284081 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Aether Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) (State or other jurisdiction of incorporation or organization) Delaware 7372 35-2818803 (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identifica ...

As filed with the U.S. Securities and Exchange Commission on December 30, 2024 Registration No. 333-[●] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Aether Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) Delaware 7372 35-2818803 (I.R.S. Employer Identification No.) 1441 Broadwa ...