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奥威特公司美股招股说明书(2025-10-23版)

2025-10-23美股招股说明书R***
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奥威特公司美股招股说明书(2025-10-23版)

We are offering 4,196,000 shares of our Class A common stock, par value $0.0001 per share (“common stock”). The publicoffering price per share is $7.15. Our common stock is listed on the New York Stock Exchange under the symbol “OWLT.” On October 20, 2025, the last reportedsale price of the common stock on the New York Stock Exchange was $8.80 per share. Public offering priceUnderwriting discounts and commissionsProceeds, before expenses, to us(1) (1)Underwriting discounts and commissions do not include the reimbursement of certain expenses of the underwriters we have agreed to pay. See “Underwriting” foradditional disclosure regarding underwriting discounts, commissions and estimated offering expenses. We granted the underwriters an option for a period of up to 30 days from the date of this prospectus supplement to purchase up to629,400 additional shares of our common stock at the public offering price, less the underwriting discounts and commissions. We are an “emerging growth company” and a “smaller reporting company” under applicable Securities and ExchangeCommission rules and are subject to reduced public company reporting requirements. See “Prospectus Supplement Summary—Implications of Being an Emerging Growth Company and Smaller Reporting Company.” Investing in our common stock involves significant risks. See “Risk Factors” on pageS-12of this prospectus supplement, page7of the accompanying prospectus and in the documents incorporated by reference into this prospectus supplement before making yourinvestment decision. 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. Any representationto the contrary is a criminal offense. The underwriters expect to deliver the shares of common stock to the investors on or about October 23, 2025. Joint Bookrunners William Blair TD Cowen Co-manager Craig-Hallum The date of this prospectus supplement is October 21, 2025. TABLE OF CONTENTS PROSPECTUS SUPPLEMENT ABOUT THIS PROSPECTUS SUPPLEMENTPROSPECTUS SUPPLEMENT SUMMARYTHE OFFERINGRISK FACTORSNOTE REGARDING FORWARD-LOOKING STATEMENTSUSE OF PROCEEDSDIVIDEND POLICYDILUTIONDESCRIPTION OF CAPITAL STOCKMATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCESUNDERWRITINGLEGAL MATTERSEXPERTSWHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE PROSPECTUS ABOUT THIS PROSPECTUSNOTE REGARDING FORWARD-LOOKING STATEMENTSWHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCETHE COMPANYRISK FACTORSUSE OF PROCEEDSDESCRIPTION OF CAPITAL STOCKDESCRIPTION OF WARRANTSDESCRIPTION OF PURCHASE CONTRACTSDESCRIPTION OF UNITSGLOBAL SECURITIESPLAN OF DISTRIBUTIONLEGAL MATTERSEXPERTS ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying prospectus relate to an offering of our common stock. Before buying any ofthe common stock that we are offering, we urge you to carefully read this prospectus supplement and the accompanying prospectus,together with the information incorporated by reference as described under the headings “Where You Can Find More Information” and“Incorporation of Certain Information by Reference” in this prospectus supplement. These documents contain important informationthat you should consider when making your investment decision. This document is in two parts. The first part is this prospectus supplement, which describes the terms of this offering of commonstock and also adds to, updates and changes information contained in the accompanying prospectus and the documents incorporated byreference. The second part is the accompanying prospectus, which provides more general information, some of which may not applyto this offering. Generally, when we refer to this prospectus, we are referring to both parts of this document combined, together withthe documents incorporated by reference herein or therein. To the extent the information contained in this prospectus supplementdiffers from or conflicts with the information contained in the accompanying prospectus or any document incorporated by referencehaving an earlier date, the information in this prospectus supplement will control. If any statement in one of these documents isinconsistent with a statement in another document having a later date⸺⸺for example, a document incorporated by reference into thisprospectus supplement and the accompanying prospectus⸺⸺the statement in the document having the later date modifies orsupersedes the earlier statement. We have not, and the underwriters have not, authorized anyone to provide you with information different from that which iscontained in or incorporated by reference in this prospectus supplement, the accompanying prospectus and in any free writingprospectus that we may authorize for use in connection with this offering. Neither we, nor the underwriters, take any responsibility for,and can provide no ass