Norton Rose Fulbright advises Amaero (ASX:3DA) on its US re domiciliation by way of concurrent schemes of arrangement in anticipation of its proposed NASDAQ dual listing

Global law firm Norton Rose Fulbright has advised Amaero Ltd (ASX:3DA; OTCQX:AMROF) (Amaero), a leading US domestic producer of high value refractory and titanium alloy spherical powders, on its successful re-domiciliation from Australia to the State of Delaware in the United States by way of concurrent schemes of arrangement, positioning the company for its next phase of growth - including a potential US IPO on NASDAQ.

The transaction involved superimposing a newly-formed Delaware corporation, Amaero Inc. (Amaero US HoldCo), as the new holding company of Amaero Group through dual schemes of arrangement with Amaero's shareholders and option holders, all whilst preserving Amaero's existing ASX listing. This involved a number of complex regulatory applications, including to ASIC (for relief in respect of continuously quoted securities and option scheme disclosure relief), to the ASX (for various waivers and confirmations in connection with Amaero US HoldCo's listing application and quotation of its securities on the ASX) and the ATO (for class rulings on the availability of CGT roll-over relief for eligible shareholders and option holders, both employee and non-employee).

The transaction enables Amaero to access US capital markets to support growth in the defence sector and domestic manufacturing, while addressing foreign ownership, control and influence considerations associated with pursuing classified US government contracts.

Both schemes of arrangement received shareholders' and option holders' approval in excess of 99 per cent following a unanimous Board recommendation and an independent report from McGrathNicol, who determined that the advantages of the schemes outweighed the disadvantages. The Federal Court of Australia granted final approval for both schemes on 10 June 2026, with implementation of both schemes expected to complete on 22 June 2026.

The re-domiciliation marks a significant development for Amaero. As a Delaware-domiciled company, Amaero is able to access US capital markets and may pursue a US IPO in late CY2026 or early CY2027, while maintaining its ASX listing through CHESS Depositary Interests.

This transaction adds to Norton Rose Fulbright's work on matters involving Australian and US securities exchange regulatory regimes, including advising on the dual market capital raise of up to A$283 million for Tamboran Resources.

Norton Rose Fulbright partner Ashley Rose led the transaction and commented:

"Re-domiciliation transactions of this nature require coordination across multiple regulators, jurisdictions and Court processes. We are proud to have delivered a seamless outcome for Amaero, its shareholders and its option holders, and we see this transaction as setting a strong precedent for Australian companies looking to access the depth and diversity of US capital markets through a re-domiciliation scheme process and subsequent dual listing on a US securities exchange."

Ashley was supported by the firm's capital markets and public M&A teams, including Sarah Roper (senior associate), William Batt (senior associate), Georgia Dixon (associate), Georgia Mateer (associate), James Newman (associate), Samantha Stone (lawyer) and Katherine Petsoglou (lawyer), tax lawyers, Greg Reinhardt (partner), Abhishek Shekhawat (senior associate) and Carty Chan (associate), and litigation team support from Jack Pembroke-Birss (partner), Therese Megens (senior associate) and Michael McCrea (associate).