奥斯汀科技美股招股说明书(2025-04-15版)

9,090,908 Class A Ordinary SharesClass A Ordinary Share Purchase Warrants to Purchase up to 90,909,080 Class A Ordinary SharesUp to 90,909,080 Class A Ordinary Shares Issuable upon Exercise of Class A Ordinary Share Purchase Warrants We are offering (the “Offering”) directly to several investors (the “Investors”) (i) 9,090,908 Class A Ordinary Shares, par value $0.001(the “Class A Ordinary Shares”), (ii) Class A Ordinary Share Purchase Warrants (the “Warrants”) to purchase up to 90,909,080 Class AOrdinary Shares, and (iii) up to 90,909,080 Class A Ordinary Shares issuable upon exercise of Warrants to several investors, referredto as the “investors,” pursuant to this prospectus supplement and accompanying prospectus and a securities purchase agreement datedas of April 14, 2025, by and between us and the investors (the “Securities Purchase Agreement”). Each Class A Ordinary Share isbeing sold together with two associated Warrants, each to purchase one Class A Ordinary Share (as defined below) at a combinedoffering price of $0.55 per Class A Ordinary Share and associated Warrants. The Warrant has an exercise price of $0.8 per Class A Ordinary Share, which will be immediately exercisable after issuance, and willexpire two years from the date of issuance. The Warrants may be exercised on an alternative basis after the one-month anniversaryafter the issuance pursuant to which the holder may exercise the Warrant in exchange for 0.9 times the number of Class A OrdinaryShares they would receive upon a standard exercise. The Class A Ordinary Shares issuable upon exercise of the Warrants and the exercise price will be reset on the seventh calendar dayafter the issuance date (the “Reset Date”). On the Reset Date, the exercise price shall be adjusted to $0.16 (the “Reset Exercise Price”).Upon the reset of the exercise price on the Reset Date, the Class A Ordinary Shares issuable upon exercise of the Warrants shall beadjusted to 90,909,080. Our Ordinary Shares trade on the Nasdaq Capital Market under the symbol “OST.” The last reported sale price of our Class A OrdinaryShares on the Nasdaq Capital Market on April 14, 2025 was $0.7993per share. On April 4, 2025, the highest closing price of our class A Ordinary Shares during the last 60 days was $2.87 per share on February 5,2025, and the aggregate market value of our total outstanding Class A Ordinary Shares held by non-affiliates was approximately$77,095,203 based on 26,862,440 outstanding Class A Ordinary Shares held by non-affiliates. The Company is therefore currently notsubject to the limitations under General Instruction I.B.5 of Form F-3 until the filing date of Form 20-F for the fiscal year endingJanuary 31, 2026. We are an “emerging growth company” and a “foreign private issuer” under applicable Securities and Exchange Commission rules,and will be subject to reduced public company reporting requirements for this prospectus supplement and future filings. See thesections entitled “Prospectus Supplement Summary—Implications of Being an Emerging Growth Company” and “ProspectusSupplement Summary—Implications of Our Foreign Private Issuers Status” for additional information. Investing in our securities involves risks. See the section entitled “Risk Factors” beginning on page S-7 of this prospectussupplement, page 15 of the accompanying prospectus and under similar headings in the documents we incorporate byreference into this prospectus supplement and the accompanying prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or passed upon the adequacy or accuracy of this prospectus supplement and the accompanying prospectus. Anyrepresentation to the contrary is a criminal offense. In reviewing this prospectus supplement, you should carefully consider the matters described under the caption “Risk Factors”beginning on page S-7 as well as the matters described under the caption “Risk Factors” beginning on page 15 of theaccompanying prospectus and in the documents incorporate by reference herein and therein.The securities offered by thisprospectus involve a high degree of risk including 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/or its consolidated subsidiaries. Ostin is a holding company incorporated in the Cayman Islands. As a holding company with no material operations of its own,Ostin conducts substantially all of its operations through the operating entities established in the People’s Republic of China,or the PRC, primarily Jiangsu Austin Optronics Technology Co., Ltd. (“Jiangsu Austin”), Ostin’s majority owned subsidiaryand its subsidiaries. Investors of Ostin’s securities should be aware that they may never directly hold equity interests in thePRC subsidiaries, but rath