Sadot Group Inc美股招股说明书(2025-07-23版)

any jurisdiction where the offer or sale is not permitted. PRELIMINARY PROSPECTUS SUPPLEMENTSUBJECT TO COMPLETIONDATED JULY 23, 2025(To Prospectus Dated August 29, 2024) The aggregate market value of our outstanding voting common stock held by non-affiliates pursuant to General Instruction I.B.6 of price of $1.93 per share, the adjusted closing price of our shares of common stock on June 16, 2025. During the 12-calendar monthperiod that ends on, and includes, the date of this prospectus supplement, we have offered no securities pursuant to General InstructionI.B.6. of Form S-3. Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sell securities registered by means of the aggregate market value of our voting and non-voting common equity in any 12 month period so long as our public float remains below$75 million. Accordingly, we are currently eligible under General Instruction I.B.6 of Form S-3 to offer and sell our common stock prospectus.Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these Per ShareTotalPublic offering price$$ actual public offering amount, placement agent fees, and proceeds to us, if any, are not presently determinable and may besubstantially less than the total maximum offering amounts set forth above. For more information, see “Plan of Distribution.” The delivery to purchasers of the securities in this offering is expected to be made on or about July , 2025, subject to satisfaction ofcertain customary closing conditions. ThinkEquity Risk FactorsSpecial Note Regarding Forward-Looking StatementsUse of ProceedsDescription of Capital StockDescription of Debt SecuritiesDescription of Warrants Legal MattersWhere You Can Find More InformationIncorporation of Certain Information by ReferenceS-3 supplement, which describes the specific terms of this offering. The second part, the accompanying prospectus, gives more generalinformation, some of which may not apply to this offering. Generally, when we refer only to the “prospectus,” we are referring to bothparts combined. This prospectus supplement may add to, update or change information in the accompanying prospectus and thedocuments incorporated by reference into this prospectus supplement or the accompanying prospectus. You should rely only on this prospectus supplement, the accompanying prospectus, the documents incorporated or deemed to beincorporated by reference herein or therein and any free writing prospectus prepared by us or on our behalf. We have not authorized anyone to provide you with information that is in addition to or different from that contained or incorporated by reference in thisprospectus supplement, the accompanying prospectus and any free writing prospectus. If anyone provides you with different orinconsistent information, you should not rely on it. We are not offering to sell these securities in any jurisdiction where the offer or saleis not permitted. You should not assume that the information contained in this prospectus supplement, the accompanying prospectus orany free writing prospectus, or incorporated by reference herein, is accurate as of any date other than as of the date of this prospectussupplement or the accompanying prospectus or any free writing prospectus, as the case may be, or in the case of the documentsincorporated by reference, the date of such documents regardless of the time of delivery of this prospectus supplement and theaccompanying prospectus or any sale of our securities. Our business, financial condition, liquidity, results of operations and prospectsmay have changed since those dates. possession or distribution of this prospectus supplement or the accompanying prospectus in that jurisdiction. Persons whocome into possession of this prospectus supplement or the accompanying prospectus in jurisdictions outside the United Statesare required to inform themselves about, and to observe, any restrictions as to this offering and the distribution of thisprospectus supplement or the accompanying prospectus applicable to that jurisdiction.S-4 forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the SecuritiesExchange Act of 1934, as amended. Forward-looking statements are those that predict or describe future events or trends and that donot relate solely to historical matters. You can generally identify forward-looking statements as statements containing the words“believe,” “expect,” “may,” “will,” “anticipate,” “intend,” “estimate,” “project,” “plan,” “assume” or other similar expressions,although not all forward-looking statements contain these identifying words. All statements contained in this prospectus supplement,the accompanying prospectus and the documents incorporated by reference herein and therein regarding the completion of this prospects, and results that might be obtained by pursuing management’s current plans and objectives are for