嘉楠科技美股招股说明书(2023-11-13版)

Canaan Inc. Up to US$148,000,000 Class A Ordinary Shares Representedby American Depositary Shares We have entered into an At Market Issuance Sales Agreement, or the sales agreement, withB. Riley Securities, Inc., or B. Riley Securities or the Sales Agent, dated November 10, 2023,relating to the sale of our American depositary shares, or the ADSs, each one representing 15 ofour Class A ordinary shares, par value US$0.00000005 per share, offered by this prospectussupplement. In accordance with the terms of the sales agreement, we may offer and sell ADSsrepresentingour Class A ordinary shares having an aggregate offering price of up toUS$148,000,000 from time to time through or to the Sales Agent, as sales agent or principal. The ADSs representing our Class A ordinary shares are traded on the NASDAQ GlobalMarket under the symbol “CAN”. As of November 10, 2023, the last reported sale price for theADSs was US$1.66 per ADS. Sales of the ADSs, if any, under this prospectus supplement will be made by any methodpermitted that is deemed an “at the market offering” as defined in Rule 415 under the SecuritiesAct of 1933, as amended, or the Securities Act, including sales made directly on or through theNASDAQ Global Market or any other existing trading market in the United States for ADSsrepresenting our Class A ordinary shares, sales made to or through a market maker other thanon an exchange or otherwise, directly to the Sales Agent as principal, in negotiated transactionsat market prices prevailing at the time of sale or at prices related to such prevailing marketprices and/or in any other method permitted by law. If we and the Sales Agent agree on anymethod of distribution other than sales of ADSs representing our Class A ordinary shares on orthrough the NASDAQ Global Market or another existing trading market in the United States atmarket prices, we will file a further prospectus supplement providing all information about suchoffering as required by Rule 424(b) under the Securities Act. Under the sales agreement, theSales Agent is not required to sell any specific number or dollar amount of securities, but willact as our sales agent using commercially reasonable efforts consistent with its normal tradingand sales practices. There is no arrangement for funds to be received in any escrow, trust orsimilar arrangement. The Sales Agent will be entitled to compensation at a commission rate up to 3.0% of thegross sales price per ADS sold under the sales agreement. See “Plan of Distribution” beginningon page S-17 for additional information regarding the compensation to be paid to the SalesAgent. In connection with the sale of the ADSs on our behalf, the Sales Agent may be deemedto be an “underwriter” within the meaning of the Securities Act and the compensation of suchSales Agent may be deemed to be underwriting commissions or discounts. We have also agreedto provide indemnification and contribution to the Sales Agent with respect to certain liabilities, including liabilities under the Securities Act or the Securities Exchange Act of 1934, asamended, or the Exchange Act. In the event that we may sell additional amounts under the sales agreement, we will fileanother prospectus supplement prior to making such additional sales. We are an “emerging growth company” and a “foreign private issuer” under applicableSecurities and Exchange Commission rules, and will be subject to reduced public companyreporting requirements for this prospectus supplement and future filings. See the section entitled“Prospectus Supplement Summary—Implications of Being an Emerging Growth Company anda Foreign Private Issuer” for additional information. Investing in our securities involves a high degree of risk. Before buying any securities, youshould review carefully the risks and uncertainties described under the heading “Risk Factors”beginning on page S-8 of this prospectus supplement, on page 4 of the accompanying prospectus,and in the reports we file with the Securities and Exchange Commission pursuant to the SecuritiesExchange Act of 1934, as amended, incorporated by reference in this prospectus supplement. Neither the Securities and Exchange Commission nor any state securities commission hasapproved or disapproved of these securities or determined if this prospectus supplement or theaccompanying prospectus is truthful or complete. Any representation to the contrary is a criminaloffense. B. Riley Securities Prospectus Supplement dated November 13, 2023 TABLE OF CONTENTS Prospectus SupplementPageABOUT THIS PROSPECTUS SUPPLEMENTS-1PROSPECTUS SUPPLEMENT SUMMARYS-3THE OFFERINGS-6RISK FACTORSS-8CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTSS-12USE OF PROCEEDSS-13DIVIDEND POLICYS-14CAPITALIZATIONS-15DILUTIONS-16PLAN OF DISTRIBUTIONS-17TAXATIONS-18LEGAL MATTERSS-25EXPERTSS-26WHERE YOU CAN FIND MORE INFORMATIONS-27INCORPORATION BY REFERENCES-28ProspectusABOUT THIS PROSPECTUS1FORWARD-LOOKING STATEMENTS2OUR COMPANY3CORPORATE INFORMATIO