海天网络美股招股说明书(2025-10-09版)

Up to $4,003,458 Class A Ordinary Shares We have entered into an at-the-market sales agreement, or the Sales Agreement, with AC Sunshine Securities LLC, or theSales Agent, acting in its capacity as a sales agent, relating to the offer and sale of shares of our Class A Ordinary Shares, par value$0.0001 per share (“Class A Ordinary Shares”), from time to time, having an aggregate offering price of up to $4,003,458, or up to2,011,787 Class A Ordinary Shares. Sales of our Class A Ordinary Shares, if any, under this prospectus supplement will be made by any method that is deemed tobe an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended, or the Securities Act. TheSales Agent is not required to sell any specific amount of securities, but will act as our sales agent using commercially reasonableefforts consistent with its normal trading and sales practices, on mutually agreed terms between the Sales Agent and us. There is noarrangement for funds to be received in any escrow, trust or similar arrangement. The Sales Agent will be entitled to compensation at a fixed commission rate of 3.5% of the gross proceeds from the sale ofour Class A Ordinary Shares on our behalf pursuant to the Sales Agreement. In connection with the sale of the Class A Ordinary Shareson our behalf, the Sales Agent will be deemed to be “underwriters” within the meaning of the Securities Act, and the compensation ofthe Sales Agent will be deemed to be underwriting commissions or discounts. We have agreed to provide indemnification andcontribution to the Sales Agent against certain civil liabilities, including liabilities under the Securities Act or the Securities ExchangeAct of 1934, as amended, or the Exchange Act. Our Class A Ordinary Shares are currently traded on The Nasdaq Capital Market, or Nasdaq, under the symbol “HKIT.” OnOctober 8, 2025, the last reported sales price for our Class A Ordinary Shares was $ 1.89 per share. As of September 11, 2025, the aggregate market value of our outstanding ordinary shares held by non-affiliates, or publicfloat, was approximately U.S. $12,010,374 based on 21,107,364 Class A Ordinary Shares outstanding, of which 6,035,364 Class AOrdinary Shares were held by affiliates as of such date, and a price of U.S.$1.99 per share, which was the highest reported closing saleprice of our ordinary shares on the Nasdaq in the 60 days prior to such date. Accordingly, we are subject to the limitations set forth inGeneral Instruction I.B.5 of Form F-3. During the 12-month period prior to and including the date of this prospectus supplement, wehave not offered or sold any securities pursuant to General Instruction I.B.5 of Form F-3. Pursuant to General Instruction I.B.5. ofForm F-3, in no event will we sell securities registered on the registration statement to which this prospectus supplement forms a partin a public primary offering with a value exceeding more than one-third of our public float in any 12-month period so long as ourpublic float remains below U.S.$75 million. As a result, we may sell up to U.S.$ $4,003,458 of our ordinary shares hereunder as ofOctober 8, 2025 (as updated from time to time in accordance with the limitations set forth in General Instruction I.B.5 of Form F-3). In addition, we are an “emerging growth company” as defined under the Federal securities laws and will be subject toreduced public company reporting requirements. Investing in our Class A Ordinary Shares involves a high degree of risk. See “Risk Factors” beginning on page S-6 ofthis prospectus supplement and under similar headings in the accompanying prospectus and the other documents that areincorporated by reference herein and therein before investing in our Class A Ordinary Shares. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or determined if this prospectus supplement is truthful or complete. Any representation to the contrary is acriminal offense. AC Sunshine Securities LLC TABLE OF CONTENTS PROSPECTUS SUPPLEMENT Page ABOUT THIS PROSPECTUS SUPPLEMENTS-iiPROSPECTUS SUPPLEMENT SUMMARYS-1RISK FACTORSS-6SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSS-7USE OF PROCEEDSS-8DILUTIONS-8PLAN OF DISTRIBUTIONS-9LEGAL MATTERSS-11EXPERTSS-11WHERE YOU CAN FIND MORE INFORMATIONS-11INFORMATION INCORPORATED BY REFERENCES-12 PROSPECTUS Page ABOUT THIS PROSPECTUSiFORWARD-LOOKING STATEMENTSiOUR COMPANY1CORPORATE INFORMATION3RISK FACTORS4USE OF PROCEEDS5DESCRIPTION OF SHARE CAPITAL5ENFORCEMENT OF CIVIL LIABILITIES11TAXATION13PLAN OF DISTRIBUTION18LEGAL MATTERS21EXPERTS21DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACTLIABILITIES21WHERE YOU CAN FIND MORE INFORMATION ABOUT US21INCORPORATION OF DOCUMENTS BY REFERENCE22 ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying prospectus relate to the offering of our Class A Ordinary Shares. Beforebuying any o