嘉楠科技美股招股说明书(2024-12-23版)

Canaan Inc. Up to US$270,000,000 American Depositary Shares RepresentingClass A Ordinary Shares We have entered into a Sales Agreement, or the sales agreement, with Macquarie Capital Limited, Keefe,Bruyette & Woods, Inc. China Renaissance Securities (Hong Kong) Limited, Compass Point Research & Trading,LLC, Craig-Hallum Capital Group LLC, Northland Securities, Inc., Rosenblatt Securities Inc., The BenchmarkCompany, LLC, and B. Riley Securities, Inc. (collectively, the Sales Agents), dated December 23, 2024, relating tothe sale of American depositary shares, or ADSs, each ADS representing 15 of our Class A ordinary shares, parvalue US$0.00000005 per share, offered by this prospectus supplement. In accordance with the terms of the salesagreement, pursuant to this prospectus supplement, we may offer and sell ADSs representing our Class A ordinaryshares having an aggregate offering price of up to US$270,000,000 from time to time through or to the SalesAgents, as sales agents or principals. The ADSs representing our Class A ordinary shares are traded on the NASDAQ Global Market under thesymbol “CAN”. As of December 20, 2024, the last reported sale price for the ADSs was US$2.32 per ADS. Sales of the ADSs, if any, under this prospectus supplement will be made by any method permitted that isdeemed an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended, orthe Securities Act, including sales made directly on or through the NASDAQ Global Market or any other existingtrading market in the United States for ADSs representing our Class A ordinary shares. Under the sales agreement,the Sales Agents are not required to sell any specific number or dollar amount of securities, but will act as our SalesAgents using commercially reasonable efforts consistent with their normal trading and sales practices. There is noarrangement for funds to be received in any escrow, trust or similar arrangement. The Sales Agents will be entitled to compensation at a commission rate up to 3.0% of the gross sales price perADS sold under the sales agreement. See “Plan of Distribution” beginning on page S-17 for additional informationregarding the compensation to be paid to the Sales Agents. In connection with the sale of the ADSs on our behalf,the Sales Agents will be deemed to be “underwriters” within the meaning of the Securities Act and thecompensation of such Sales Agents will be deemed to be underwriting commissions or discounts. We have alsoagreed to provide indemnification and contribution to the Sales Agents and their affiliates, partners, members,directors, officers, employees and agents with respect to certain liabilities, including liabilities under the SecuritiesAct or the Securities Exchange Act of 1934, as amended, or the Exchange Act. We are a “foreign private issuer” under applicable Securities and Exchange Commission rules, and will besubject to reduced public company reporting requirements for this prospectus supplement and future filings. Wewill cease being an emerging growth company not later than December 31, 2024. See the section entitled“Prospectus Supplement Summary — Implications of Being an Emerging Growth Company and a Foreign PrivateIssuer” for additional information. Any offers or sales in the United States will be conducted by broker-dealers registered with the SEC and, tothe extent that its conduct may be deemed to involve participation in offers or sales of ADSs in the United States,those offers or sales will be made through one or more SEC-registered broker-dealers in compliance with the applicable laws and regulations. Macquarie Capital Limited will offer ADSs in the United States through its SEC-registered broker-dealer affiliate in the United States, Macquarie Capital (USA) Inc. Investing in our securities involves a high degree of risk. Before buying any securities, you should review carefullythe risks and uncertainties described under the heading “Risk Factors” beginning on page S-8 of this prospectussupplement, on page 4 of the accompanying prospectus, and in the reports we file with the Securities and ExchangeCommission pursuant to the Securities Exchange Act of 1934, as amended, incorporated by reference in this prospectussupplement. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapprovedof these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete.Any representation to the contrary is a criminal offense. 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-19LEGAL MATTERSS-27EXPERTSS-28WHERE YOU CAN FIND MORE INFORMATIONS-29INCORPORATION BY REFERENCES-30 ProspectusABOUT THIS PROSPECTUS1FORWA