CuriosityStream Inc-A美股招股说明书(2025-08-14版)

7,000,000Shares CURIOSITYSTREAM INC. Common Stock The selling stockholder named in this prospectus supplement is offering 7,000,000 shares of common stock, par value$0.0001 per share (the “common stock”) of CuriosityStream Inc. We will not receive any proceeds from the sale of our common stockby the selling stockholder. We will bear all of the offering expenses other than the underwriting discounts and commissions. Our common stock is listed on The NASDAQ Capital Market, or Nasdaq, under the symbol “CURI.” On August 11, 2025,the closing sales price of our common stock as reported on Nasdaq was $4.14 per share. Investing in our common stock involves risk. See “Risk Factors” beginning on page S-6 of this prospectus supplement andin the reports we file with the Securities and Exchange Commission, or the SEC, pursuant to the Securities Exchange Act of 1934,as amended, or the Exchange Act, incorporated by reference in this prospectus supplement or the accompanying prospectus, toread about factors you should consider before buying shares of our common stock. Neither the SEC nor any state securities commission has approved or disapproved of these securities or passed upon theadequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is acriminal offense. Per ShareTotalPublic offering price$3.5000$24,500,000Underwriting discounts and commissions$0.1680$1,176,000Proceeds, before expenses, to the selling stockholder(1)$3.3320$23,324,000 (1)See “Underwriting” for additional information regarding underwriting compensation. The selling stockholder has granted the underwriters an option to purchase up to an additional 1,050,000 shares at the publicoffering price less the underwriting discount, within 30 days from the date of this prospectus supplement. The underwriters expect to deliver the shares against payment on or about August 14, 2025. Joint Book-Running Managers Needham& Company Craig-Hallum Co-Manager Roth Capital Partners Financial Advisor to CuriosityStream Inc. Barrington Research Prospectus Supplement dated August 12, 2025. TABLE OF CONTENTS Prospectus Supplement ABOUT THIS PROSPECTUS SUPPLEMENTS-iiiMARKET, RANKING AND OTHER INDUSTRY DATAS-iiiTRADEMARKS, SERVICE MARKS AND TRADENAMESS-ivBASIS OF PRESENTATIONS-ivCAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTSS-vPROSPECTUS SUPPLEMENT SUMMARYS-1NON-GAAP FINANCIAL INFORMATIONS-5RISK FACTORSS-6USE OF PROCEEDSS-9DIVIDEND POLICYS-10SELLING STOCKHOLDERS-11UNITED STATES FEDERAL INCOME TAX CONSIDERATIONSS-12UNDERWRITINGS-16LEGAL MATTERSS-24EXPERTSS-24WHERE YOU CAN FIND MORE INFORMATIONS-25INCORPORATION BY REFERENCES-26 Prospectus PageABOUT THIS PROSPECTUSiiTRADEMARKS, SERVICE MARKS AND TRADE NAMESiiiINDUSTRY AND MARKET DATAiiiCAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTSivPROSPECTUS SUMMARY1RISK FACTORS3USE OF PROCEEDS4DESCRIPTION OF SECURITIES5SELLING SECURITYHOLDERS13PLAN OF DISTRIBUTION15LEGAL MATTERS16EXPERTS16INFORMATION INCORPORATED BY REFERENCE17WHERE YOU CAN FIND MORE INFORMATION17 We, the selling stockholder and the underwriters have not authorized anyone to provide any information or to makeany representations other than those contained, or incorporated by reference, in this prospectus supplement and theaccompanyingprospectus or in any free writing prospectus we have prepared. We,the selling stockholder and theunderwriters take no responsibility for, and can provide no assurance as to the reliability of, any other information that othersmay provide you. The selling stockholder and the underwriters are offering to sell, and seeking offers to buy, these securitiesonly in jurisdictions where offers and sales are permitted. You should assume that the information contained, or incorporatedby reference, in this prospectus supplement and the accompanying prospectus or any free writing prospectus prepared by us oron our behalf is accurate only as of their respective dates or on the date or dates which are specified in such documents, andthat any information in documents that we have incorporated by reference is accurate only as of the date of such documentincorporated by reference. Our business, financial condition, results of operations and prospects may have changed since thatdate. For investors outside the United States: The selling stockholder and the underwriters are offering to sell, and seekingoffers to buy, shares of our common stock only in jurisdictions where offers and sales are permitted. None of us, the sellingstockholder or the underwriters has done anything that would permit this offering or possession or distribution of thisprospectus supplement and the accompanying prospectus in any jurisdiction where action for that purpose is required, otherthan in the United States. Persons outside the United States who come into possession of this prospectus supplement and theaccompanying prospectus must inform themselves about, and observe any restrictions re