Leading capabilities in aerospace and defence systems

Prospectus

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Important notice

Before downloading, printing or viewing the prospectus, please carefully read this information.

PROSPECTUS

The replacement prospectus dated 18 August 2026 (Prospectus), which replaced the prospectus dated 11 August 2026 (Original Prospectus),is an important document that should be read in its entirety before deciding whether to participate in the Capital Raising Offer (as referred to below and detailed in the Prospectus). If after reading the Prospectus, you have questions about the Capital Raising Offer, you should contact your stockbroker, accountant or other professional adviser.

THE CAPITAL RAISING OFFER

The Prospectus contains details of an offer by Innovaero Technologies Limited (ACN 638 938 897) (Company) for fully paid ordinary shares in the Company as detailed in the Prospectus (Capital Raising Offer). The Capital Raising Offer is subject to a minimum subscription as detailed in the Prospectus. No shares will be issued or transferred on the basis of the Prospectus after the expiry date, being 13 months after the date of the Prospectus.  The Company has applied to ASX Limited (ACN 008 624 691) (ASX) for admission to the official list of ASX and quotation of the shares on ASX.

IMPORTANT INFORMATION

The Prospectus is available electronically through this website.

Neither ASIC nor ASX (or their respective officers) take any responsibility for the contents of the Prospectus or the merits of the investment to which the Prospectus relates.

The Prospectus is important and should be read in its entirety prior to deciding whether to invest in the Company. There are risks associated with an investment in the Company and some of the key risks are detailed in the Prospectus. You should carefully consider these risks in light of your personal circumstances (including financial and tax issues) and seek professional guidance from your stockbroker, solicitor, accountant, financial adviser or other independent professional adviser before deciding whether to invest in the Company. There may also be risks in addition to these that should be considered in light of your personal circumstances.

Except as required by law, and only to the extent required, no person named in the Prospectus, nor any other person, warrants or guarantees the performance of the Company, the repayment of capital by the Company or any return of investment made pursuant to the Prospectus.

This notice does not form part of the Prospectus. You must read this notice before you attempt to access the electronic version of the Prospectus on this website and indicate your agreement at the bottom of this notice. If you agree to these conditions, you may be given access to the electronic Prospectus.

WARNING

The distribution of the Prospectus outside of Australia may be restricted by law. The Prospectus is not intended to, and does not, constitute an offer of securities in any place which, or to any person to whom, the making of such offer would not be lawful under the laws of any jurisdiction outside Australia. It is the responsibility of any applicant outside Australia to ensure compliance with all laws of any country relevant to their application and any applicant should consult their professional advisers as to whether any governmental or other consents are required, or other formalities need to be observed to enable them to apply for securities under the Prospectus. The failure to comply with any applicable restrictions may constitute a violation of securities law in those jurisdictions.

No action has been taken to register or qualify the securities or the offer under the Prospectus or otherwise to permit a public offering of the securities in any jurisdiction outside Australia. The distribution of the Prospectus (including in electronic form) outside Australia may be restricted by law and persons who come into possession of the Prospectus outside Australia should seek advice on and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws.

The Prospectus accessible on this website is available to persons accessing the site from within Australia only. If you are accessing this site from anywhere outside Australia, do not download, print or view the Prospectus. By accessing the Prospectus, you acknowledge and confirm, among other things, that you are an Australian resident and are accessing the site from within Australia.

EXPOSURE PERIOD

In accordance with Chapter 6D of the Corporations Act 2001 (Cth) (Corporations Act), the Original Prospectus was subject to an exposure period from the date on which the Original Prospectus was lodged with ASIC (Exposure Period). The purpose of the Exposure Period was to enable the Original Prospectus to be examined by market participants before the raising of funds.

Pursuant to ASIC Corporations (Exposure Period) Instrument 2026/90, once the Exposure Period for the Original Prospectus has expired, there is no additional exposure period under the Corporations Act for the Prospectus.

OFFER PERIOD

The offer period commences on 19 August 2026 and is expected to close on 28 August 2026. The Company may vary these dates without notice.

APPLICATION FORM

The Corporations Act prohibits any person from passing on to another person an Application Form unless it is accompanied by or attached to a complete and unaltered copy of the Prospectus. Refer to the Prospectus for details of the application process in relation to the Capital Raising Offer.

INVESTORS SHOULD SEEK ADVICE

Nothing contained on this website or in the Prospectus constitutes investment, legal, business, tax or other advice. In particular, the information on this website and in the Prospectus, does not take into account your investment objectives, financial situation or particular needs. In making an investment decision, you must rely on your own examination of the Company and the securities and terms of the offering, including the merits and risks involved. You should consult your professional advisers for legal, business or tax advice.

APPLICANTS OUTSIDE AUSTRALIA

Access to the electronic version of the Prospectus is only available to persons residing in Australia from within Australia. The distribution of the Prospectus in jurisdictions outside of Australia may be restricted by law and persons in such jurisdictions who come into possession of the Prospectus should observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws.

The Prospectus does not, and is not intended to, constitute an offer or an invitation in any jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer or invitation or to issue the Prospectus. If you are accessing this site from anywhere outside Australia, do not download, print or view the Prospectus. By accessing the Prospectus, you acknowledge, represent, warrant, agree and confirm, among other things, that you are accessing this website from within Australia and that you are not a resident of, or located in, the United States or any other jurisdiction outside Australia.

You should ensure that any copy of the Prospectus you view or print is complete. To the extent permitted by law, the Company is not liable for any loss incurred from accessing or downloading the Prospectus from this website, including, but not limited to, data corruption on download.

The Shares being offered pursuant to the Prospectus have not been, and will not be, registered under the US Securities Act of 1933, as amended (US Securities Act) or the securities laws of any state or other jurisdiction in the United States and may not be offered or sold in the United States except in transactions exempt from, or not subject to, the registration requirements of the US Securities Act and applicable US state securities laws. The Prospectus does not constitute an offer to sell, or the solicitation of an offer to buy, nor shall there be any sale of the Shares in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful under applicable law.

DISCLAIMER

As detailed in the Prospectus, it is proposed that the Shares will be quoted on the ASX. The Company, the Share Registry and the Joint Lead Managers (each as defined in the Prospectus) disclaim all liability, whether in negligence or otherwise, to persons who trade Shares before receiving their holding statements.

ADDITIONAL INFORMATION

If you are concerned that you have received an incomplete or altered version of the Prospectus or that the Prospectus available on this website may have been tampered with, please contact Mr Cameron Gilenko on +61 8 6160 4903 from 9:00am to 5:00pm (AWST) / 11:00am to 7:00pm (AEST) Monday to Friday (excluding public holidays).

ACKNOWLEDGEMENT

The information on this website is provided for information purposes only and is subject to change without notice. Nothing contained on this website or in the Prospectus constitutes investment, legal, business, taxation or other advice. The information on this website and in the Prospectus does not take into account your investment objectives, financial situation or particular needs.

By clicking the ‘Accept and download Prospectus' button below and accessing the Prospectus on this website, you acknowledge that you have read and accept the terms set out in this notice and represent, warrant and agree that:

  1. you are a resident of Australia accessing this website from within Australia;
  2. you are 18 years of age or over;
  3. you are not a resident of the United States nor currently located in the United States (nor any other jurisdiction outside of Australia);
  4. you are not acting for the account nor benefit of a person in the United States or any other foreign person;
  5. you will not make a copy of the Prospectus available to, or release or distribute a copy of the Prospectus to, or for the account or benefit of, any person in the United States or in any other place in which, or to any other person to whom, it would be unlawful to do so (Ineligible Persons); and
  6. you are not acting as a nominee for, or otherwise for the account or benefit of, any Ineligible Persons.

By proceeding, you acknowledge and agree to the above notice.

Do you acknowledge and agree with the disclaimers provided?*
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