Astera Labs Inc

S-11 d285484ds1.htm S-1

As filed with the Securities and Exchange Commission on February 20, 2024.

**Registration No. 333- **

*UNITED STATES *

*SECURITIES AND EXCHANGE COMMISSION *

*WASHINGTON, D.C. 20549 *

*FORMS-1 *

*REGISTRATION STATEMENT *

UNDER

THE SECURITIES ACT OF 1933

*Astera Labs, Inc. *

(Exact Name of Registrant as Specified in Its Charter)

2901 Tasman Drive, Suite 205

Santa Clara, CA 95054

**(408)337-9056 **

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Jitendra Mohan

Co-Founder and Chief Executive Officer

Astera Labs, Inc.

2901 Tasman Drive, Suite 205

Santa Clara, CA 95054

**(408)337-9056 **

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

Copies to:

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box: ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell, nor does it seek an offer to buy these securities if any jurisdiction where the offer or sale is not permitted. Subject to Completion, dated , 2024. Shares Astera Labs, Inc. Common Stock This is an initial public offering of shares of common stock of Astera Labs, Inc. We are offering shares of our common stock. Prior to this offering, there has been no public market for our common stock. It is currently estimated that the initial public offering price will be between $ and $per share. We intend to apply to list our common stock on the Nasdaq Global Select Market under the symbol“.” We are an “emerging growth company” as defined under Section 2(a)(19) of the Securities Act of 1933, as amended, and, as such, we have elected to comply with certain reduced reporting requirements for this prospectus and may elect to do so in future filings. See “Prospectus Summary— Emerging Growth Company.” Investing in our common stock involves a high degree of risk. See the section titled “Risk Factors” beginning on page 16 to read about factors you should consider before buying our common stock. Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. Initial public offering price Underwriting discount(1) Proceeds, before expenses, to us Per Share Total $ $ $ $ $ $ (1) See the section titled “Underwriting” for additional information regarding compensation payable to the underwriters. At our request, the underwriters have reserved up to shares of common stock, or up to % of the shares offered by this prospectus, for sale at the initial public offering price through a directed share program to our directors, business partners, and friends and family. See the section titled “Underwriting—Directed Share Program.” shares of common The underwriters have the option to purchase up to an additional stock from us at the initial public offering price, less the underwriting discount, for 30 days after the date of this prospectus. The underwriters expect to deliver the shares against payment in New York, New York on or about ,2024. MORGAN STANLEY J.P. MORGAN BARCLAYS DEUTSCHE BANK SECURITIES EVERCORE ISI JEFFERIES NEEDHAM & COMPANY STIFEL CRAIG-HALLUM CAPITAL GROUP ROTH CAPITAL PARTNERS The date of this prospectus is , 2024

Astera at a Glance Shipping to All Major Hyperscalers and Al Platform Providers $116MM 2023 Revenue Millions of Devices Shipped Across Multiple Form Factors 3 Product Families Generating Revenue 265+ Employees Across 5 Countries Globally