嘉楠科技美股招股说明书(2025-10-24版)

Up to US$270,000,000 American Depositary Shares RepresentingClassA Ordinary Shares We have entered into a Sales Agreement (the “Sales Agreement”) with Macquarie Capital Limited, Needham & Company LLC,Keefe, Bruyette & Woods, Inc., China Renaissance Securities (Hong Kong) Limited, Compass Point Research & Trading, LLC,Northland Securities, Inc., Rosenblatt Securities Inc., The Benchmark Company, LLC, B. Riley Securities, Inc., and CLSA Limited(collectively, the “Sales Agents”), dated October24, 2025, relating to the sale of American depositary shares, or ADSs, each ADSrepresenting 15 of our ClassA ordinary shares, par value US$0.00000005 per share (“ClassA ordinary shares”), offered by thisprospectus supplement. In accordance with the terms of the Sales Agreement, pursuant to this prospectus supplement, we may offer andsell ADSs representing our ClassA ordinary shares having an aggregate offering price of up to US$270,000,000 from time to timethrough or to the Sales Agents, as sales agents or principals. We previously filed with the Securities and Exchange Commission (the“SEC”) a separate prospectus supplement, dated December23, 2024 (the “2024 Prospectus Supplement”), for the offer and sale of upto US$270,000,000 of the ADSs representing our ClassA ordinary shares pursuant to a prior sales agreement with Macquarie CapitalLimited and certain other sales agreement (the “2024 Sales Agreement”), under a shelf registration statement on Form F-3 (File No.333-278762), which was initially filed with the SEC on April17, 2024 and declared effective on September 5, 2025. FromDecember23, 2024 to February19, 2025, we sold 21,088,579 ADSs with net proceeds of approximately US$42.5million pursuant tothe 2024 Sales Agreement, at an average price of US$2.08 per ADS. After February19, 2025, we did not sell any ADSs pursuant to the2024 Sales Agreement. We terminated the 2024 Sales Agreement in October2025. The ADSs representing our ClassA ordinary shares are traded on the NASDAQ Global Market under the symbol “CAN.” OnOctober23, 2025, the last reported sale price for the ADSs was US$1.76 per ADS. Sales of the ADSs, if any, under this prospectus supplement and the accompanying prospectus will be made by any methodpermitted that is deemed an “at the market offering” as defined in Rule415(a)(4) under the Securities Act of 1933, as amended, or theSecurities Act. Under the Sales Agreement, the Sales Agents are not required to sell any specific number or dollar amount of securities,but will act as a sales agent using commercially reasonable efforts consistent with their normal trading and sales practices. There is noarrangement for funds to be received in any escrow, trust or similar arrangement. The Sales Agents will be entitled to compensation at a commission rate up to 3.0% of the gross sales price per ADS sold under theSales Agreement. See “Plan of Distribution” beginning on page S-18 for additional information regarding the compensation to be paidto the Sales Agents. In connection with the sale of the ADSs on our behalf, the Sales Agents will be deemed to be “underwriters”within the meaning of the Securities Act and the compensation of such Sales Agents will be deemed to be underwriting commissions ordiscounts. We have also agreed to provide indemnification and contribution to the Sales Agents and their affiliates, partners, members,directors, officers, employees and agents with respect to certain liabilities, including liabilities under the Securities Act or theSecurities Exchange Act of 1934, as amended, or the Exchange Act. We are a “foreign private issuer” under applicable SEC rules, and will be subject to reduced public company reportingrequirements for this prospectus supplement and future filings. See the section entitled “Prospectus Supplement Summary — ForeignPrivate Issuer” for additional information. Any offers or sales in the United States will be conducted by broker-dealers registered with the SEC and, to the extent that itsconduct may be deemed to involve participation in offers or sales of ADSs in the United States, those offers or sales will be madethrough one or more SEC-registered broker-dealers in compliance with the applicable laws and regulations. Macquarie Capital Limitedwill offer ADSs in the United States through its SEC-registered broker-dealer affiliate in the United States, Macquarie Capital (USA)Inc. Investing in our securities involves a high degree of risk. Before buying any securities, you should review carefully the risks anduncertainties described under the heading “Risk Factors” beginning on pageS-10of this prospectus supplement, on page4of theaccompanying prospectus, and in the reports we file with the Securities and Exchange Commission pursuant to the Securities Exchange Actof 1934, as amended, incorporated by reference in this prospectus supplement. Neither the Securities and Exchange Commission nor any state or other securities commission has approved or disapproved of thesesecurit