普拉格能源美股招股说明书(2025-06-06版)

54,966,188 Shares of Common Stock Offered by Selling Stockholder This prospectus supplement relates to the potential resale from time to time of some or all of the54,966,188 shares of our common stock, par value $0.01 per share, that were issued to Grove EnergyCapital LLC, a subsidiary of SK Holdings, Co., Ltd., or SK, which is the selling stockholder identified inthis prospectus supplement. The shares of common stock were issued by us to SK pursuant to the StockPurchase Agreement, dated as of January6, 2021, or the Stock Purchase Agreement, between Plug PowerInc., or the Company, and Grove Energy Capital LLC, Plutus Capital NY, Inc. and SK E&S Americas, Inc.,each of which is a subsidiary of SK, in connection with a strategic partnership between the Company andSK. The registration of the offer and sale of the shares of common stock covered by this prospectussupplement does not necessarily mean that the selling stockholder will offer or sell all or any of the shares.The shares of common stock offered hereby by the selling stockholder, or its pledgees, donees, transfereesor other successors in interest, may be sold from time to time directly or indirectly through one or moreunderwriters, broker-dealers or agents, and in one or more public or private transactions. The shares ofcommon stock may be sold in one or more transactions at fixed prices, at prevailing market prices at thetime of the sale, at varying prices determined at the time of sale or at negotiated prices. These sales may beeffected in transactions, which may involve crosses or block transactions. If the shares of common stock aresold through underwriters, broker-dealers or agents, the selling stockholder will be responsible for theunderwriting discounts or commissions. The timing and amount of any sale is within the sole discretion ofthe selling stockholder, subject to certain restrictions. See the section entitled “Plan of Distribution” formore information. We will not receive any proceeds from any sale of common stock by the selling stockholder. We haveagreed to bear the expenses in connection with the registration of the shares of common stock to be offeredby this prospectus supplement by the selling stockholder other than any underwriting discounts andcommissions relating to the sale of common stock, which will be borne by the selling stockholder. Our common stock is listed on the Nasdaq Capital Market under the symbol “PLUG.” On June5, 2025,the last reported sale price of our common stock on the Nasdaq Capital Market was $0.87. Investing in our securities involves a high degree of risk. You should review carefully the risks anduncertainties referenced under the heading “Risk Factors” on pageS-2of this prospectus supplement and in theother documents that are incorporated by reference in this prospectus supplement and the accompanyingprospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved ordisapproved of these securities or determined if this prospectus supplement is truthful or complete. Anyrepresentation to the contrary is a criminal offense. The date of this prospectus supplement is June6, 2025. TABLE OF CONTENTS Prospectus Supplement PageABOUT THIS PROSPECTUS SUPPLEMENTS-iiiPROSPECTUS SUPPLEMENT SUMMARYS-1ABOUT THE OFFERINGS-2RISK FACTORSS-2CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTSS-2USE OF PROCEEDSS-4SELLING STOCKHOLDERS-5PLAN OF DISTRIBUTIONS-7LEGAL MATTERSS-9EXPERTSS-9WHERE YOU CAN FIND ADDITIONAL INFORMATIONS-9INCORPORATION OF CERTAIN INFORMATION BY REFERENCES-10 Prospectus PageABOUT THIS PROSPECTUS1OUR COMPANY2RISK FACTORS3CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS3USE OF PROCEEDS5DESCRIPTION OF COMMON STOCK AND PREFERRED STOCK6DESCRIPTION OF WARRANTS10DESCRIPTION OF DEBT SECURITIES12DESCRIPTION OF UNITS18SELLING SECURITYHOLDERS21PLAN OF DISTRIBUTION22LEGAL MATTERS24EXPERTS24WHERE YOU CAN FIND ADDITIONAL INFORMATION24INCORPORATION OF CERTAIN INFORMATION BY REFERENCE24 EXPLANATORY NOTE The shares of common stock being registered by us on this prospectus supplement were previouslyregistered on a prospectus supplement dated March13, 2023 to the Registration Statement No. 333-265488on Form S-3 (the “Prior Registration Statement”). Pursuant to Rule415(a)(6) under the Securities Act of1933, as amended (the “Securities Act”), such shares of common stock are carried forward to thisprospectus supplement and the offering of the shares of common stock under the Prior RegistrationStatement will be deemed terminated as of the time of filing this prospectus supplement. ABOUT THIS PROSPECTUS SUPPLEMENT This document is in two parts. The first part is this prospectus supplement, which describes the specificterms of the offering of our common stock by the selling stockholder, and also adds to and updatesinformation contained in the accompanying prospectus. The second part is the accompanying prospectus,which gives more general information, some of whic