聪链集团美股招股说明书(2025-03-27版)

361,011 American Depositary Shares Representing 722,022 ClassA Ordinary SharesWarrants to Purchase 361,011 American Depositary Shares Representing 722,022 ClassA OrdinaryShares361,011 American Depositary Shares Representing 722,022 ClassA Ordinary Shares Issuable uponExercise of the Warrants We are offering 361,011 American Depositary Shares (“ADSs”), each representing two of our ClassA ordinary shares, par value US$0.000001 pershare, directly to an institutional investor pursuant to this prospectus supplement, the accompanying prospectus, and a Securities Purchase Agreement,dated March25, 2025 (the “Purchase Agreement”) by and among Intchains Group Limited (the “Company”) and the institutional investor. The investorin this offering will also receive warrants (the “Warrants”) to initially purchase an aggregate of 361,011 ADSs at US$2.77 per ADS (the “WarrantADSs”) , which is equal to the offering price per ADS, , subject to adjustment therein. The Warrants are exercisable at any time on or after the date ofissuance and expire five years from the date of issuance. The Warrants include customary anti-dilution adjustments, including for stock splits, stockdividends, and similar events. For a more detailed description of the ADSs and Warrants, see the sections entitled “Description of Securities We AreOffering” beginning on page S-25 and “Description of American Depositary Shares” beginning on page29 of the accompanying prospectus. There is noestablished public trading market for the Warrants, and we do not expect a market to develop. We do not intend to apply to list the Warrants on anysecurities exchange. Our ClassA ordinary shares are represented by ADSs listed on the Nasdaq Capital Market, or Nasdaq, under the symbol “ICG.” On March 25,2025, the last reported sale price of our ADSs on Nasdaq was $4.12 per ADS. The aggregate market value of our ClassA ordinary shares held bynon-affiliateswas approximately $80.2 million, based on the 38,929,602 ClassA ordinary shares held bynon-affiliates(out of 56,028,722 ClassAordinary shares issued and outstanding) on March25, 2025. We have not offered any securities pursuant to General Instruction I.B.5 ofFormF-3duringthe prior12-calendarmonth period that ends on and includes the date of this prospectus supplement. We have retained The Benchmark Company, LLC to act as the exclusive placement agent (the “Placement Agent”) in connection with thisoffering. The Placement Agent has agreed to use its best efforts to sell the securities offered by this prospectus supplement and the accompanyingprospectus. The Placement Agent has no obligation to buy any of the securities from us or to arrange for the purchase or sale of any specific number ordollar amount of securities. We have agreed to pay the Placement Agent the Placement Agent fees set forth in the table below. See “Plan of Distribution”beginning on page S-27 of this prospectus supplement for more information regarding these arrangements. Table of Contents introduced by us in this offering. In addition, we have agreed to reimburse the Placement Agent for certain accountableout-of-pocketexpenses,including legal fees, roadshow expenses, background checks, and other miscellaneous costs, up to a maximum of $125,000. See “Plan ofDistribution” beginning on page S-27 of this prospectus supplement for additional information regarding the compensation we will pay and theexpenses we will reimburse to the Placement Agent in connection with this offering. We are an “emerging growth company” as that term is used in the Jumpstart Our Business Startups Act of 2012 and, as such, have elected tocomply with certain reduced public company reporting requirements. See “Prospectus Supplement Summary—Implications of Being an EmergingGrowth Company” and “Prospectus Supplement Summary—Implications of Being a Foreign Private Issuer” for additional information. Investing in our securities involves a high degree of risk. See the section entitled “Risk Factors” beginning on page S-9 of this prospectussupplement and in the documents we incorporate by reference in this prospectus supplement and the accompanying prospectus. In addition, see“Risk Factors” in our Annual Report on Form20-Ffor the year ended December31, 2023, which has been filed with the Securities andExchange Commission and is incorporated by reference into this prospectus supplement and the accompanying prospectus. You shouldcarefully consider these risk factors, as well as the information contained in this prospectus supplement and the accompanying prospectus,before you invest. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities ordetermined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. We expect that delivery of the ADSs and Warrants will be made on or about March27, 2025, subject to the satisfaction of customary closing conditions. The Benchmar