广船国际技术美股招股说明书(2025-10-21版)

Pursuant to this prospectus supplement and the accompanying prospectus, we are offering in a registered direct offering tocertain purchasers (i)1,508,462 shares of our common stock, par value $0.001 per share at a purchase price of $10.00 per share,and (ii)pre-funded warrants to purchase 3,491,538 shares of our common stock (the “pre-funded warrants”) and the shares ofcommon stock issuable from time to time upon exercise of the pre-funded warrants. We are offering pre-funded warrants in lieu of shares of our common stock to investors whose purchase of shares ofcommon stock in this offering would otherwise result in such investor, together with its affiliates, beneficially owning more than4.99% (or, at the election of the investor, up to 9.99%) of our common stock. The per share exercise price for the pre-fundedwarrants will be $0.01, and the pre-funded warrants are immediately exercisable and may be exercised at any time until all ofthe pre-funded warrants are exercised in full. Our common stock is quoted on The Nasdaq Global Select Market (“Nasdaq”) under the symbol “GSIT.” On October20,2025, the last reported sales price of our common stock on Nasdaq was $12.97 per share. The trading price of our common stockhas fluctuated, and is likely to continue to fluctuate, due to a variety of factors. There is no established public trading market for the pre-funded warrants, and we do not expect a market to develop. Inaddition, we do not intend to apply for a listing of the pre-funded warrants on Nasdaq, any other national securities exchange orany other nationally recognized trading system. We are a “smaller reporting company” as defined under the federal securities laws and are subject to reduced publiccompany reporting requirements. We have retained Needham & Company (the “Placement Agent”) as our placement agent in connection with this offeringwith respect to certain purchasers. The Placement Agent is not purchasing or selling any of the securities offered by thisprospectus supplement, nor is it required to arrange the purchase or sale of any specific number or dollar amount of securities.We have agreed to pay the Placement Agent the Placement Agent fees set forth in the table below. The gross proceeds to usbefore expenses will be approximately $50.0million. We estimate the total expenses payable by us for this offering, excludingthe Placement Agent fees, will be approximately $200,000. INVESTING IN OUR SECURITIES INVOLVES RISK. SEE “RISK FACTORS” BEGINNING ON PAGE S-10OF THISPROSPECTUSSUPPLEMENT,PAGE 5 OF THE ACCOMPANYING PROSPECTUS,AND IN THE DOCUMENTSINCORPORATED BY REFERENCE HEREIN AND THEREIN. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Anyrepresentation to the contrary is a criminal offense. (1)We have agreed to pay the Placement Agent a cash placement commission equal to 6% of the aggregate proceeds from the sale of the securities sold in thisoffering. See the section titled “Plan of Distribution” beginning on pageS-20 of this prospectus supplement for more information regarding thecompensation to be received by the Placement Agent. Delivery of the securities in this offering is expected to be made on or about October22, 2025, subject to satisfaction ofcertain closing conditions. Needham & Company The date of this prospectus supplement is October21, 2025. TABLE OF CONTENTSPROSPECTUS SUPPLEMENT PageABOUT THIS PROSPECTUS SUPPLEMENTS-1WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCES-3PROSPECTUS SUPPLEMENT SUMMARYS-5THE OFFERINGS-8RISK FACTORSS-10SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSS-13USE OF PROCEEDSS-16DILUTIONS-17DESCRIPTION OF PRE-FUNDED WARRANTSS-18PLAN OF DISTRIBUTIONS-20LEGAL MATTERSS-22EXPERTSS-22PROSPECTUSABOUT THIS PROSPECTUS1SUMMARY2RISK FACTORS5SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS6USE OF PROCEEDS8SECURITIES WE MAY OFFER9DESCRIPTION OF COMMON STOCK AND PREFERRED STOCK10DESCRIPTION OF DEBT SECURITIES12PLAN OF DISTRIBUTION23LEGAL MATTERS25EXPERTS25INFORMATION INCORPORATED BY REFERENCE25WHERE YOU CAN FIND MORE INFORMATION26 ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying prospectus dated July19, 2023 are part of aregistration statement on FormS-3 that we filed with the Securities and Exchange Commission (the “SEC”)using a “shelf” registration process. Under this shelf registration process, we may from time to time sell anycombination of the securities described in the accompanying prospectus in one or more offerings. This prospectus supplement describes the terms of this offering of securities and also adds to andupdatesinformation contained in the accompanying prospectus and the documents incorporated byreference into this prospectus supplement and the accompanying prospectus. To the extent there is a conflictbetween the info