Enovix Corp美股招股说明书(2025-07-21版)

Our Common Stock is listed on the Nasdaq Global Select Market (“Nasdaq”) under the symbol “ENVX.” On July18, 2025, the last reported sale price ofour Common Stock on the Nasdaq was $15.54 per share. Common Stock, Warrants without having to convert such other eligible recipient’s Convertible Notes as if such other eligible recipient held a number of sharesof Common Stock equal to the product of (i)the Conversion Rate (as defined in the indenture for the Convertible Notes) in effect on the Record Date and (ii)theaggregate principal amount (expressed in thousands) of Convertible Notes held by such other eligible recipient on such date.Unless the expiration date of the Warrants is accelerated pursuant to the terms of the Warrant Agreement (defined below) as a result of the EarlyExpiration Price Condition (defined below), the Warrants may be exercised at any time in accordance with their terms until October1, 2026, subject to the $8.75 per Warrant, in each case, subject to certain adjustments. The Warrants may be exercised for cash only.Based on the number of shares of Common Stock issued and outstanding and the principal amount of the Convertible Notes outstanding as of July17, the completion of the exercise period for the Warrants.The Warrants have been issued by the Company pursuant to a warrant agreement, dated July21, 2025, between the Company and Computershare TrustCompany, N.A., as Warrant Agent (the “Warrant Agreement”). The Warrants will be transferable when issued and are expected to trade on Nasdaq under theticker ENVXW. However, there can be no assurance that an orderly, liquid trading market for the Warrants will develop. Any trading value of the Warrants willbe determined by the market. Investing in the securities offered by this prospectus supplement involves substantial risks. You should carefully consider the risks describedunder the “Risk Factors” section of this prospectus supplement beginning on pageS-10and similar sections in our filings with the Securities andExchange Commission (“SEC”) incorporated by reference herein before buying any of the shares of Common Stock offered hereby. The date of this prospectus supplement is July21, 2025. About This Prospectus SupplementCautionary Statement Regarding Forward-Looking Statements The Offering Where You Can Find More Information Description of Capital Stock between this prospectus supplement and the accompanying prospectus, you should rely on the information in this prospectus supplement.We urge you to carefully read this prospectus supplement and the accompanying prospectus, and the documents incorporated by reference hereinand therein, before buying any of the securities being offered under this prospectus supplement. You should rely only on the information contained inthis prospectus supplement and the accompanying prospectus, or incorporated by reference herein or therein or contained in a freewriting prospectus wehave prepared. We have not authorized anyone to provide you with different information. No dealer, salesperson or other person is authorized to give This prospectus supplement contains forward-looking statements within the meaning of Section27A of the Securities Act of 1933, as amended(the “Securities Act”), and Section21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The statements contained in thisprospectus supplement that are not purely historical are forward-looking statements. Forward-looking statements generally relate to future events or our environment do not pose a material risk to our outlook; qualification ofEX-1M,EX-2M,EX-3M,EX-4M,and other battery nodes;•our manufacturing strategy, includingscale-upand operational readiness, including at our Fab2 facility in Malaysia, our assets and facility expansion in South Korea and the anticipated benefits of the SolarEdge asset purchase, and our ability to enhanceper-zonecapacity andreduce switching time between configurations;•our internal benchmarking of energy density and competitive positioning, including our ability to maintain and expand a performance leadover other silicon-doped or conventional battery architectures, and our beliefs about our competitors’ inability to achieve further energydensity enhancements using these techniques due to swelling;•our expectations regarding ourAI-1TMplatform and our Artificial Intelligence ClassTMbatteries; •the strategic value and potential for expansion of our acquired South Korea facility, and its role in supporting defense programs and Fab2capacity; •the impact of seasonal purchasing patterns, including defense procurement cycles;•the impacts of tariffs, trade policies, and regional market developments on our business strategy and demand outlook; •anticipated trends, risks, and opportunities across our addressable markets and the broader economic environment, including interest rates,inflation, currency fluctuations, and global supply chain evolution;•the timing and ability to raise additio