Weave Communications Inc. 美股招股说明书（2025年6月4日版）

Weave Communications, Inc. Up to 981,405 Shares of Common Stock Offered by Selling Stockholders We are registering the proposed resale or other disposition from time to time of up to 981,405 shares of our common stock(the “Resale Shares”) by the selling stockholders identified in this prospectus supplement. The Resale Shares were issued or may beissued to the selling stockholders in connection with the TrueLark Acquisition described below. We relied upon the exemption from To the extent that any selling stockholders resell any Resale Shares, the selling stockholders may be required to provide youwith this prospectus identifying and containing specific information about the selling stockholders and the amount and terms of the On May 4, 2025, we entered into an Agreement and Plan of Merger, amended on May 16, 2025 (as amended, the “MergerAgreement”), by and among the Company, Project Sparrow Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiaryof the Company (“Merger Sub”), Vidurama, Inc., a Delaware corporation doing business as TrueLark (“TrueLark”), Srivatsan Laxman,solely in his capacity as representative of the indemnifying stakeholders, pursuant to which we acquired TrueLark through a merger ofMerger Sub with and into TrueLark (the “TrueLark Acquisition”). The closing of the TrueLark Acquisition occurred on May 16, 2025.In connection with the closing, 931,438 shares of our common stock were issued or are issuable to certain TrueLark stakeholders, andwe paid cash in lieu of shares to unaccredited investors. In addition, a total of 49,967 shares of our common stock were held back by The selling stockholders may sell any or all of their Resale Shares from time to time on The New York Stock Exchange (the“NYSE”) or any other stock exchange, market, or trading facility on which shares of our common stock are traded or in privatetransactions. These sales may be at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time The selling stockholders may sell some, all or none of the Resale Shares offered by this prospectus supplement and we do notknow when or in what amount the selling stockholders may sell their Resale Shares hereunder. We will not receive any of the proceedsfrom the sale of the Resale Shares by the selling stockholders. All expenses of registration incurred in connection with this offering arebeing borne by us. All selling and other expenses incurred by the selling stockholders will be borne by the selling stockholders. We are registering the Resale Shares pursuant to a registration rights agreement, entered into in connection with the TrueLarkAcquisition by and among us, TrueLark, and certain stakeholders of TrueLark. Our common Stock is listed on the NYSE under the symbol “WEAV.” On June 4, 2025, the last reported sale price of ourcommon stock on the NYSE was $9.68 per share. Our principal executive office is located at 1331 West Powell Way, Lehi, Utah Investing in our securities involves risks. Please carefully read the information under the headings “Risk Factors”beginning on pageS-3of this prospectus supplement and the information included and incorporated by reference in this Neither the Securities and Exchange Commission nor any state securities commission or other regulatory body hasapproved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus supplement and the The date of this prospectus supplement is June 4, 2025. Prospectus Supplement This prospectus supplement and accompanying prospectus do not constitute an offer to sell, or a solicitation of an offer topurchase, the securities offered hereby in any jurisdiction to or from any person whom or from whom it is unlawful to make ABOUT THIS PROSPECTUS SUPPLEMENT This document is part of the registration statement on Form S-3 (File No. 333-287359) that we filed on May 16, 2025 withthe Securities and Exchange Commission, or SEC, using a “shelf” registration process and consists of two parts. The first part is thisprospectus supplement, which describes the specific terms of this offering and also supplements and updates information contained inthe accompanying prospectus and the documents incorporated by reference into this prospectus supplement and the accompanying We and the selling stockholders have not authorized anyone to provide you with information or to make any representationother than the information and representations contained or incorporated by reference in this prospectus supplement and theaccompanying prospectus and the documents incorporated by reference herein and therein, along with the information contained in The selling stockholders are offering to sell, and seeking offers to buy, shares of our common stock only in jurisdictionswhere offers and sales are permitted. The information contained in this prospectus supplement and the accompanying prospectus isaccurate only as of the date of this prospectus