奥斯汀科技美股招股说明书(2024-11-19版)

This prospectus supplement and the accompanying base prospectus relates to the offering and sale of1,623,376 class A ordinary shares, par value $0.0001 per share (“Class A Ordinary Shares”), in a registereddirect offering to a certain purchaser, Strattners Bank SA (“Strattners”, or the “Purchaser”), a financialinstitution, in a privately negotiated transaction pursuant to this prospectus supplement. The offering pricefor each Class A Ordinary Share is $0.1848 per share, which was determined at a 30% discount to theaverage closing price of the Class A Ordinary Shares for the ten consecutive trading days immediatelypreceding the date of that certain securities purchase agreement (the “Securities Purchase Agreement”)dated as of November 18, 2024, entered into between the Company and the Purchaser. We have notretained an underwriter or placement agent with respect to this offering and therefore are not paying anyunderwritingdiscounts or commissions.We estimate the total expenses of this offering will beapproximately $45,000. Pursuant to General Instruction I.B.5. of Form F-3, in no event will we sell the securities covered hereby ina public primary offering with a value exceeding more than one-third of the aggregate market value of ourClass A Ordinary Shares in any 12-month period so long as the aggregate market value of our outstandingClass A Ordinary Shares held by non-affiliates remains below $75,000,000. The aggregate market value ofour outstanding voting and non-voting common equity held by non-affiliates is approximately $5,410,086based on the closing price of $0.50 per Class A Ordinary Share on October 31, 2024 and 10,820,172 ClassA Ordinary Shares held by non-affiliates. During the 12 calendar months prior to and including the date ofthis prospectus supplement, we have offered or sold only $1,360,000 of securities pursuant to GeneralInstruction I.B.5 of Form F-3. Our Class A Ordinary Shares are listed on the Nasdaq Capital Market under the symbol “OST”. The lastreported sales price of our Class A Ordinary Shares on the Nasdaq Capital Market on November 15, 2024was $0.2379 per share. In addition, and resulting from the terms of the Securities Purchase Agreement, Strattners may be deemedas an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act of 1933, as amended (the“Securities Act”). See “Plan of Distribution” beginning on page S-47 of this prospectus supplement formore information regarding these arrangements. Ostin is an “emerging growth company” as defined in section 3(a) of the Securities Exchange Act of 1934,as amended (the “Exchange Act”), and is therefore eligible for certain exemptions from various reportingrequirements applicable to reporting companies under the Exchange Act. In reviewing this prospectus supplement, you should carefully consider the matters described under thecaption “Risk Factors” beginning on page S-8 as well as the matters described under the caption “RiskFactors” beginning on page 15 of the accompanying prospectus and in the documents incorporate byreference herein and therein. The securities offered by this prospectus involve a high degree of riskincluding but not limited to the volatility of our stock price. Unless the context otherwise requires, in this prospectus supplement, the term(s) “we,” “us,” “our,”“our company,” the “Company,” or similar terms refer to Ostin Technology Group Co., Ltd. and/orits consolidated subsidiaries. Neither the Securities and Exchange Commission nor any state securities commission has approvedor disapproved of these securities or determined if either this prospectus supplement or theaccompanying prospectus is truthful or complete. Any representation to the contrary is a criminaloffense. Ostin is a holding company incorporated in the Cayman Islands. As a holding company with nomaterial operations of its own, Ostin conducts substantially all of its operations through theoperating entities established in the People’s Republic of China, or the PRC, primarily JiangsuAustin Optronics Technology Co., Ltd. (“Jiangsu Austin”), Ostin’s majority owned subsidiary andits subsidiaries. Investors of Ostin’s securities should be aware that they may never directly holdequity interests in the PRC subsidiaries, but rather purchasing equity solely in Ostin, the CaymanIslands holding company. The Class A Ordinary Shares offered in this offering are of the CaymanIslands holding company instead of securities of Ostin’s PRC subsidiaries. Investing in Ostin’ssecurities is highly speculative and involves a significant degree of risk. The risks could result in amaterial change in the value of the securities we are registering for sale or could significantly limit orcompletely hinder our ability to offer or continue to offer securities to investors. As a Cayman Islands holding company with operations primarily conducted by its subsidiaries basedin China, Ostin and its subsidiaries are subject to complex and evolving PRC laws and regulati