易电行集团美股招股说明书(2023-09-13版)

An Aggregate Offering Amount of $9,602,881.25 Ordinary Shares,Warrants, andOrdinary Shares Issuable Upon Exercise of Warrants We are offering 8,498,125 ordinary shares, par value of $0.001 per share (the “Ordinary Shares”), andaccompanying 8,498,125 warrants (the “Common Warrants”) to purchase 8,498,125 Ordinary Shares (the“Warrant Shares”) and 33,992,500 warrants (the “Exchange Warrants,” together with Common Warrants,the“Warrants”)to purchase 33,992,500 Warrant Shares in a registered direct offering to certaininstitutional investors pursuant to that certain securities purchase agreement, dated as of September 11,2023. The combined purchase price per Ordinary Share and accompanying Common Warrant and fourExchange Warrants is $1.13. Each of the Warrants is exercisable for one Warrant Share at an exercise priceof $1.13 per share. Each Warrant may be exercised on a cashless basis. In addition, the Exchange Warrantmay be exercised on an alternative cashless basis. See the section entitled “Description of Securities WeAreOffering–Warrants–Cashless Exercise”in this prospectus supplement.The Warrants areimmediately exercisable and may be exercised for a period of three years following the issuance date. Thisoffering also relates to the Warrant Shares issuable upon exercise of the Warrants sold in this offering. Aegis Capital Corp. is acting as the placement agent for this offering. See “Plan of Distribution.” The netproceeds received by us from this offering will be used for working capital and general business purposes. Our Ordinary Shares are listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “EZGO.” OnSeptember 11, 2023, the last reported sales price of our Ordinary Shares on Nasdaq was $0.315 per share. We do not intend to apply to list the Warrants being sold in this offering on any securities exchange.Accordingly, there is no established public trading market for the Warrants, and we do not expect a marketto develop. Without an active market, the liquidity of the Warrants will be limited. We are an “emerging growth company” as defined under applicable U.S. securities laws and are eligible forreduced public company reporting requirements. Investing in our securities involves a high degree of risk, including the risk of losing your entireinvestment. See “Risk Factors” beginning on page S-25 and the “Risk Factors” in the accompanyingprospectus to read about factors you should consider before purchasing our securities. INVESTORSPURCHASING SECURITIES IN THIS OFFERING ARE PURCHASINGSECURITIES OF EZGO TECHNOLOGIES LTD., A BRITISH VIRGIN ISLANDS BUSINESSCOMPANY (“EZGO”), RATHER THAN SECURITIES OF ITS SUBSIDIARIES OR THE VIE (ASDEFINED BELOW) THAT CONDUCT SUBSTANTIVE BUSINESS OPERATIONS IN CHINA. In this prospectus supplement, “we,” “us,” “our,” “our company,” the “Company,” or similar termsrefer to EZGO Technologies Ltd. and/or its consolidated subsidiaries, other than Jiangsu EZGOElectronic Technologies, Co., Ltd. (formerly known as Jiangsu Baozhe Electric Technologies, Co.,Ltd.), a mainland China company (the “VIE”). EZGO conducts operations in China throughChangzhou EZGO Enterprise Management Co., Ltd. (the “WFOE”), the VIE and its subsidiaries inChina, and EZGO does not conduct any business on its own. The financial results of the VIE and itssubsidiaries are consolidated into our financial statements for accounting purposes, but we do nothold any equity interest in the VIE or any of its subsidiaries. Investing in EZGO’s securities is highly speculative and involves a significant degree of risk. EZGOis not an operating company established in the People’s Republic of China (the “PRC”), but aholding company incorporated in the British Virgin Islands. As a holding company with no materialoperationsof its own,EZGO conducts the majority of its operations through contractualarrangements with its operating entities established in the PRC, primarily the VIE, in which EZGOdoes not hold any equity interest, and the VIE’s subsidiaries based in the PRC. This variable interestentity structure involves unique risks to investors. The contractual arrangements with the VIE havenot been tested in court. The variable interest entity structure is used to provide investors withcontractual exposure to foreign investment in China-based companies where Chinese law prohibitsor restricts direct foreign investment in the operating companies. Due to PRC legal restrictions onforeign ownership in internet-based businesses, we do not have any equity ownership of the VIE;instead,we receive the economic benefits of the VIE’s business operations through certaincontractual arrangements. As a result of such series of contractual arrangements, EZGO and itssubsidiaries become the primary beneficiary of the VIE for accounting purposes and the VIE as aPRC consolidated entity under the generally accepted accounting principles in the United States (the“U.S.GAAP”).We consolidate the financial results of the VIE and its subsidiaries