雷亚电子美股招股说明书(2025-07-28版)

Prospectus Supplement(To Prospectus dated March 28, 2024) 12,396,000 Class A Ordinary Shares Pre-Funded Warrants to Purchase up to 18,216,246 Class A Ordinary Shares Up to 18,216,246 Class A Ordinary Shares issuable upon exercise of the Pre-Funded Warrants Placement Agent Warrants to Purchase up to 1,836,735 Class A Ordinary Shares Up to 1,836,735 Class A Ordinary Shares issuable upon exercise of the Placement Agent Warrants This is an offering of the securities of ERAYAK Power Solution Group Inc. (the “Company”, “we”, “our”, “us”, “Erayak”), a CaymanIslands exempted company with limited liability. Our class A ordinary shares of par value of $0.0001 each (the “Class A Ordinary Shares”) are listed on The Nasdaq Capital Market, orNasdaq, under the symbol “RAYA.” On July 25, 2025, the last reported sale price of our Class A Ordinary Shares on Nasdaq wasUS$0.127 per share. This prospectus supplement and the accompanying base prospectus relates to an offering of an aggregate of (i) 12,396,000 Class AOrdinary Shares (the “Shares”) of the Company and (ii) pre-funded warrants (the “Pre-funded Warrants”) to purchase an aggregate ofup to 18,216,246 Class A Ordinary Shares (such shares that are issuable from time to time upon exercise of the Pre-funded Warrants(the “Pre-funded Warrant Shares”)), both (i) and (ii) pursuant to a Securities Purchase Agreement, dated as of July 25, 2025, betweenthe Company and the purchasers identified on the signature pages thereto. The purchase price of each Share is $0.098. The purchaseprice of each Pre-Funded Warrant is $0.0979, which equals the price per Share being sold to the public in this offering, minus anexercise price of $0.0001. The Pre-Funded Warrants will be exercisable immediately after issuance and from time to time, in whole orin part, at an exercise price equal to $0.0001 per Class A Ordinary Share, and will expire when exercised in full. In connection with the Offering, we will also issue, as additional compensation, warrants (the “Placement Agent Warrants”) to CraftCapital Management LLC (the “Placement Agent”) or its designees to purchase an aggregate of up to 1,836,735 Class A OrdinaryShares, being 6% of the aggregate number of the Shares and Pre-funded Warrant Shares (such shares that are issuable from time totime upon exercise of the Placement Agent Warrants (the “Placement Agent Warrant Shares”)). The Placement Agent Warrants areissuable to the Placement Agent or its designees and are exercisable immediately after issuance and from time to time, in whole or inpart, at an exercise price equal to $0.1225, being 125% of the purchase price of each Share, and will expire five (5) years following theclosing of this offering. We will pay all of the expenses incident to the registration, offering and sale of the Shares, the Pre-funded Warrants and the PlacementAgent Warrants under this prospectus supplement and the accompanying base prospectus. Investors are cautioned that you arenotbuying shares of a PRC-based operating company but instead are buying shares of aCayman Islands holding company with operations conducted by our subsidiaries based in PRC and that this structure involvesunique risks to investors. This is an offering of the Class A Ordinary Shares of the Cayman Islands holding company. We conduct our business throughthe PRC subsidiaries. You will not and may never have direct ownership in the operating entity based in China. We do not usea Variable Interest Entity (“VIE”) structure.. Throughout this prospectus, unless the context indicates otherwise, references to “Erayak”, “we,” “us,” the “Company,” “ourcompany” refer to ERAYAK Power Solution Group Inc., a holding company. References to “Subsidiaries,” “Operating Subsidiaries”or “PRC Subsidiaries” refer to Erayak’s subsidiaries established under the laws of the People’s Republic of China. References to“Group” are to Erayak and its consolidated subsidiaries collectively. ERAYAK Power Solution Group Inc., or Erayak, is a holding company incorporated in Cayman Islands. As a holding company withno material operations, Erayak conducts a substantial majority of its operations through its subsidiaries established in the People’sRepublic of China, or the PRC or China. Because of our corporate structure as a Cayman Islands holding company with operationsconducted by our PRC subsidiaries, it involves unique risks to investors. Furthermore, Chinese regulatory authorities could change therules and regulations regarding foreign ownership in the industry in which the company operates, which would likely result in amaterial change in our operations and/or a material change in the value of the securities we are registering for sale, including that itcould cause the value of such securities to significantly decline or become worthless. Investors in our Class A Ordinary Shares shouldbe aware that they will not and may never directly hold equity interests in the PRC operating entities, but rather purchasing equity