雷亚电子美股招股说明书(2025-09-29版)

Up to $10,000,000 Class A Ordinary Shares We have entered into an Sales Agreement (the “Sales Agreement”) with Craft Capital Management LLC (“Craft” or the “SalesAgent”), dated September 29, 2025, relating to the sale of our Class A ordinary shares of par value of $0.0001 each (the “Class AOrdinary Shares”) offered by this prospectus supplement and the accompanying base prospectus. In accordance with the terms of theSales Agreement, we may offer and sell our Class A Ordinary Shares from time to time up to an aggregate offering price of up to$10,000,000 through or to the Sales Agent, acting as sales agent or principal. Upon our delivery of a placement notice and subject to the terms and conditions of the Sales Agreement, the Sales Agent may sell ourordinary shares by methods deemed to be an “at the market offering” as defined in Rule 415(a)(4) promulgated under the SecuritiesAct of 1933, as amended (the “Securities Act”). The Sales Agent is not required to sell any specific number or dollar amount ofsecurities, but will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable stateand federal laws, rules and regulations and the rules of The Nasdaq Capital Market (“Nasdaq”) to sell such our ordinary shares. Thereis no arrangement for funds to be received in any escrow, trust or similar arrangement. We will pay the Sales Agent a total commission for its services in acting as agent in the sale of our Class A Ordinary Shares equal to4.0% of the gross sales price per share of all shares sold through the Sales Agent as agent under the Sales Agreement. See “Plan ofDistribution” for information relating to certain commissions and expenses of the Sales Agent to be reimbursed by us. In connection with the sale of Class A Ordinary Shares on our behalf, the Sales Agent will be deemed to be an “underwriter” within themeaning of the Securities Act and the compensation of the Sales Agent will be deemed to be underwriting commissions or discounts.We have also agreed to provide indemnification and contribution to the Sales Agent with respect to certain liabilities, includingliabilities under the Securities Act or the Exchange Act of 1934, as amended (the “Exchange Act”). Our Class A Ordinary Shares are listed on The Nasdaq Capital Market, or Nasdaq, under the symbol “RAYA.” On September 23,2025, the last reported sale price of our Class A Ordinary Shares on Nasdaq was $0.061 per share. On September 8, 2025, theCompany announced that it would effect a 220-for-1 reverse stock split of its ordinary shares. The Company anticipates that thereverse stock split will be effective upon the commencement of trading on the Nasdaq Capital Market on September 30, 2025 (U.S.Eastern Time). All share and per share data in this prospectus do not give effect to the reverse stock split. Further, the auditedconsolidated financial statements of the Company included in the Annual Report on Form 20-F for the years ended December 31, 2024and 2024 which are incorporated by reference into this prospectus are presented without giving effect to the reverse stock split. 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 beco