Aether Holdings, Inc.

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

a) Sales of Unregistered Securities

During the three months ended March 31, 2025, the Company did not conduct any unregistered sales of equity securities.

b) Use of Proceeds

On April 9, 2025, our Registration Statement on Form S-1 (File No. 333-284081) was declared effective by the SEC for our initial public offering. On April 11, 2025, we consummated our initial public offering (the “Offering”) 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 Offering, 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 “Over-Allotment Option”, and together with the Offering, the “IPO”).

On April 16, 2025, we closed on the fully exercised 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 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 Over-Allotment Option, before deducting underwriting discounts, commissions and offering expenses, was $8,901,000. The net proceeds to us from the IPO were $7,705,350, after deducting underwriting commission of $623,070, non-accountable expenses of $89,010, underwriting fees of $182,500 and legal fees of $301,070. No payments for such expenses were made directly or indirectly to (i) any of our officers or directors or their associates, (ii) any persons owning 10% or more of any class of our equity securities or (iii) any of our affiliates.

Of the net proceeds from the IPO, we deposited approximately $6,000,000 into our savings account which bears an annual interest rate of 3.56%. As of May 15, 2025, we had used a portion of the remaining net proceeds for the settlement of professional service fees of approximately $377,000, payment of director and officer liability insurance premiums of $232,000, payment of listing costs of $100,000, repayment of the principal of a short-term loan of $20,000, and for working capital purposes, including the back payment of salaries and directors fees to our directors and officers earned in the ordinary course of business of $437,000. The following table presents the amount of IPO proceeds paid to each director and officer for back payments of salary and director fees:

There has been no material change in the planned use of proceeds from the IPO as described in the IPO Registration Statement.