晖阳新能源美股招股说明书(2025-10-03版)

Prospectus Supplement(To Prospectus dated August 9, 2023) 3,000,000 Class A Ordinary Shares Sunrise New Energy Co., Ltd. This is an offering of the securities of Sunrise New Energy Co., Ltd., a Cayman Islands exempted company with limited liability. Thesecurities offered in this offering are securities of Sunrise New Energy Co., Ltd., the holding company incorporated under the laws ofthe Cayman Islands, not a Chinese operating company. Unless otherwise stated, as used in this prospectus supplement, references to“we,” “us,” “our,” “Sunrise New Energy,” and the “Company” are to Sunrise New Energy Co., Ltd., and “SDH” or “the VIE” are toGlobal Mentor Board (Zibo) Information Technology Co., Ltd., a limited liability company organized under the laws of the People’sRepublic of China (the “PRC”), which we control via a series of contractual arrangements. We are offering 3,000,000 Class A ordinary shares, par value US$0.0001 per share (the “Class A ordinary shares”), pursuant to thisprospectus supplement and the accompanying prospectus, at a purchase price of US$0.55 per share. Our Class A ordinary shares are listed on The Nasdaq Capital Market, or Nasdaq, under the symbol “EPOW.” On October 2, 2025, thelast reported sale price of our Class A ordinary shares on Nasdaq was US$1.32 per share. We are an “emerging growth company” as defined in the Jumpstart Our Business Act of 2012, as amended, and, as such, will besubject to reduced public company reporting requirements. The aggregate market value of our outstanding Class A ordinary shares held by non-affiliates, or public float, as of October 2, 2025,was approximately US$31,026,769, which was calculated based on 22,161,978 Class A ordinary shares held by non-affiliates as ofOctober 2, 2025 and a per share price of US$1.40, which was the closing price of our Class A ordinary shares on Nasdaq on September30, 2025. Pursuant to General Instruction I.B.5 of Form F-3, in no event will we sell the securities covered hereby in a public primaryoffering with a value exceeding more than one-third of the aggregate market value of our Class A ordinary shares in any 12-monthperiod so long as the aggregate market value of our outstanding ordinary shares held by non-affiliates remains below US$75,000,000.During the 12 calendar months prior to and including the date of this prospectus supplement, the aggregate market value of securitieswe have offered and sold pursuant to General Instruction I.B.5 of Form F-3 was $550,000. See “Prospectus Supplement Summary—Entry into a Material Definitive Agreement with an Investor.” As a holding company with no material operations of our own, substantially all of our business is conducted by (1) Sunrise (Guizhou)New Energy Material Co., Ltd (“Sunrise Guizhou”), a joint venture established by Zhuhai (Zibo) Investment Co., Ltd. (“Zhuhai Zibo”)(a wholly owned subsidiary of the Company) and certain other partners, as a limited company pursuant to PRC laws for the purpose ofmanufacturing and sales of graphite anode materials; and (2) SDH, the Company’s VIE entity that operates a knowledge sharingplatform in China. Investors of our Class A ordinary shares do not hold shares in the PRC operating entities, but instead hold shares ofa Cayman Islands exempted company. Further, neither we nor our subsidiaries own any shares in the VIE. Instead, we entered into aseries of contractual arrangements, also known as VIE Agreements, dated June 10, 2019, with the VIE and its shareholders. Under thegenerally accepted accounting principles in the United States (“U.S. GAAP”), we are deemed to have a controlling financial interestin, and be the primary beneficiary of, the VIE for accounting purposes, because such contractual arrangements are designed so that theoperations of the VIE are solely for the benefit of Beijing Mentor Board Union Information Technology Co, Ltd. (“GIOP BJ” or“WFOE”), a limited liability company organized under the laws of the PRC, Zhuhai Zibo’s wholly owned subsidiary, and, ultimately,the Company. Solely for accounting purpose, the VIE Agreements enable us to consolidate the financial results of the VIE and itssubsidiaries in our consolidated financial statements under U.S. GAAP. Pursuant to the VIE Agreements, which have not been tested ina court of law, the assets and liabilities of the VIE are treated as our assets and liabilities and the results of operations of the VIE aretreated as if they were the results of our operations. See “Item 4. Information on the Company—C. Organizational Structure” for adescription of these VIE Agreements in our annual report on Form 20-F for the fiscal year ended December 31, 2024 (“2024 AnnualReport”). As of December 31, 2024 and 2023, the VIE accounted for an aggregate of 4.05% and 5.48%, of our consolidated total assets,respectively, 7.14% and 6.54% of our consolidated total liabilities, respectively, and 1.05% and 1.46%, of our consolidated total netrevenues, respectively. See our consolidated fina