XTI航天有限公司美股招股说明书(2025-09-12版)

Filed Pursuant to Rule 424(b)(5)Registration No. 333-289194 This preliminary prospectus supplement relates to an effective registration statement under the Securities Act of 1933, asamended, but the information in this preliminary prospectus supplement is not complete and may be changed. Thispreliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities, and we are notsoliciting offers to buy these securities in any state or other jurisdiction where the offer or sale is not permitted. PRELIMINARY PROSPECTUSSUPPLEMENT SUBJECT TO COMPLETION DATED SEPTEMBER 11, 2025 (To Prospectus dated August 12, 2025) Shares of Common StockPre-funded Warrants to Purchase up toShares of Common StockShares of Common Stock Underlying such Pre-funded WarrantsCommon Warrants to Purchase up toShares of Common StockShares of Common Stock Underlying such Common Warrants XTI Aerospace, Inc. We are offeringshares of our common stock, par value $0.001 per share, and warrants to purchase up toshares of commonstock (the “Common Warrants”), pursuant to this prospectus supplement and the accompanying base prospectus. The combined publicoffering price for each share of our common stock, together with one Common Warrant, is $. Each share of our common stock, ora Pre-funded Warrant in lieu thereof (as described below), is being sold together with one Common Warrant. Each Common Warrantwill have an exercise price of $per share, will be exercisable immediately and will expire on the fifth anniversary of the date ofissuance. The shares of our common stock and the Common Warrants are immediately separable and will be issued separately, but willbe purchased together in this offering. This prospectus supplement also relates to the offering of the common stock issuable uponexercise of the Common Warrants. We are also offering pre-funded warrants to purchase up to an aggregate ofshares of common stock (“Pre-funded Warrants”), inlieu of shares of common stock to those purchasers whose purchase of shares of our common stock in this offering would otherwiseresult in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the electionof the purchaser, 9.99%) of our outstanding shares of common stock immediately following the consummation of this offering. EachPre-funded Warrant is exercisable for one share of our common stock. Each Pre-funded Warrant is being issued together with the sameCommon Warrant described above being issued with each share of common stock. For each Pre-funded Warrant we sell, the number ofshares of common stock that we are offering will be decreased on a one-for-one basis. The combined public offering price of each Pre-funded Warrant, together with the accompanying Common Warrant, is $. The Pre-funded Warrants will be immediatelyexercisable and may be exercised at any time until all of the Pre-funded Warrants are exercised in full. The Pre-funded Warrants andthe Common Warrants are immediately separable and will be issued separately, but will be purchased together in this offering. Thisprospectus supplement also relates to the offering of the common stock issuable upon exercise of the Pre-funded Warrants. In thisprospectus, we sometimes refer to the Common Warrants and Pre-funded Warrants together as the “Warrants.” Our common stock is listed on the Nasdaq Capital Market under the symbol “XTIA.” On September 10, 2025, the last reported saleprice of our common stock on the Nasdaq Capital Market was $2.22 per share. There is no established trading market for the Pre-funded Warrants or the Warrants, and we do not intend to list Pre-funded Warrants or the the Warrants on any securities exchange ornationally recognized trading system. We have engaged ThinkEquity LLC (the “placement agent”) to act as our exclusive placement agent in connection with this offering.The placement agent has agreed to use its reasonable best efforts to arrange for the sale of the securities offered by this prospectussupplement. The placement agent is not purchasing or selling any of the securities we are offering and the placement agent is notrequired to arrange the purchase or sale of any specific number or dollar amount of securities. We have agreed to pay placement agentfees to the placement agent as set forth in the table below, which assumes that we sell all of the securities offered by this prospectussupplement. Since we will deliver the securities to be issued in this offering upon our receipt of investor funds, there is no arrangementfor funds to be received in escrow, trust or similar arrangement. There is no minimum offering requirement as a condition of closing ofthis offering. Because there is no minimum offering amount required as a condition to closing this offering, we may sell fewer than allof the securities offered hereby, which may significantly reduce the amount of proceeds received by us, and investors in this offering will