Aether Holdings, Inc.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

a) Sales of Unregistered Securities

On December 22, 2025, we issued 16,750 shares of our common stock to Ryan Allis and 8,375 shares of our common stock to Mike Gavella in a private placement at a price of $5.97 per share, as part of the consideration for the Coinstack acquisition discussed inItem 5. Other Information – Coinstack Acquisition below. The shares of common stock were issued to Mr. Allis and Mr. Gavella in reliance upon one or more exemptions from the registration requirements of the Securities Act found, including Section 4(a)(2) thereof.

b) Use of Proceeds

On April 9, 2025, our Registration Statement on Form S-1 (File No. 333-284081) (the “IPO Registration Statement”) was declared effective by the SEC for our initial public offering (“IPO”). On April 11, 2025, we consummated our IPO of 1,800,000 shares of our common stock, par value $0.001 per share, at a price to the public of $4.30 per share, generating gross proceeds of $7,740,000. In connection with the IPO, we granted The Benchmark Company, LLC and Axiom Capital Management, Inc., the representatives of the underwriters, an option, exercisable for 30 days, to purchase up to an additional 270,000 shares of common stock at the public offering price of $4.30 (the “IPO Over-Allotment Option”).

On April 16, 2025, we closed on the fully exercised IPO Over-Allotment Option resulting in additional gross proceeds to us of $1,161,000, before deducting underwriting discounts, commissions and offering expenses. After giving effect to the full exercise of the IPO Over-Allotment Option, a total of 2,070,000 shares of our common stock have been issued and sold in the IPO, and the gross proceeds from the IPO, including the full exercise of the IPO Over-Allotment Option, before deducting underwriting discounts, commissions and offering expenses, was $8,901,000. The net proceeds to us from the IPO and IPO Over-Allotment Option were $7,725,350, after deducting underwriting commission of $623,070, non-accountable expenses of $89,010, underwriting fees of $182,500, refund of $25,000 retainer and legal fees of $256,070. No payments for such expenses were made directly or indirectly to (i) any of our officers or directors or their associates, (ii) any person owning 10% or more of any class of our equity securities or (iii) any of our affiliates.

There has been no material change in the planned use of proceeds from the IPO as described in the IPO Registration Statement, other than that the Company completed the acquisition of retail level office space located at 110 Charlton Street, Unit RET B, New York, NY 10014 (the “Property”) on December 19, 2025 (the “Closing”) to serve as the Company’s new corporate headquarters. The purchase price for the Property was $1,080,000.00 and the total consideration paid to the seller of the Property, which included repayment for certain condominium associated fees and real estate taxes, was $1,084,830. Additionally, the transaction costs associated with the Closing totaled $191,768. The Company funded the purchase using cash on hand, and a previously paid deposit in connection with the transaction amounting to $108,000 was applied to the satisfaction of the purchase price. There are no material relationships between the Company (or its affiliates) and the Seller.