奥斯汀科技美股招股说明书(2024-06-21版)

Ostin Technology Group Co., Ltd. Up to $1,360,000 Class A Ordinary SharesIssuable upon the Conversion of Convertible Note Due June 21, 2025 This prospectus supplement and the accompanying base prospectus relates to a self-underwritten offeringof certain convertible promissory note in the original principal amount of $1,360,000 (the “ConvertibleNote”) directly by Ostin Technology Group Co., Ltd. (“Ostin”) to certain investor at a purchase price of$1,250,000. The Convertible Note have a simple interest rate of 7% per annum and a term of 12 monthsafter the purchase price of the Convertible Note is delivered by the investor to the Company, and areconvertible into class A ordinary shares, par value $0.0001 per share, of the Company (the “ConversionShares”), at 80% of the lowest daily volume weighted average price during the ten (10) consecutive tradingdays immediately preceding the conversion date or other date of determination, subject to a floor price of$0.086 per share. Ostin may issue Conversion Shares, from time to time, upon holders’ conversion of theConvertible Note for an aggregate of $1,455,200 in principal and interests. The Conversion Shares are alsobeing offered pursuant to this prospectus supplement and the accompanying prospectus. The ConversionNote includes an original issue discount of $100,000, along with $10,000 for holders’ legal fees, accountingcosts, due diligence, monitoring, and other transaction costs incurred in connection with the purchase andsale of the Conversion Note. Ostin will receive gross proceeds in the amount of $1,250,000, prior todeducting transaction fees and estimated expenses. Ostin’s class A ordinary shares, par value US$0.0001 per share (“Class A Ordinary Shares”) are listed onthe Nasdaq Capital Market under the symbol “OST”. On June 20, 2024, the last reported sales price ofOstin’s Class A Ordinary Shares on the Nasdaq Capital Market was $0.4299 per share. There is no established public trading market for the Convertible Note and we do not expect a market todevelop. In addition, we do not intend to apply for the listing of the Convertible Note on any nationalsecurities exchange or other trading market. Without an active trading market, we expect the liquidity ofthe Convertible Note to be limited. This is a self-underwritten offering. See “Plan of Distribution” beginning on Page S-46 of this prospectussupplement for more information. 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 by reference 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 Convertible Note and Conversion Shares offered in this offering are ofthe Cayman Islands holding company instead of securities of Ostin’s PRC subsidiaries. Investing inOstin’s securities is highly speculative and involves a significant degree of risk. The risks could resultin a material change in the value of the securities we are registering for sale or could significantlylimit or completely 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 regulationsand face various legal and operational risks an