幸福来美股招股说明书(2025-10-28版)

Paranovus Entertainment Technology Limited Up to $100,000,000Class AOrdinary Shares We have entered into a sales agreement (the “Sales Agreement”) with A.G.P./Alliance Global Partners (“A.G.P” or the “Sales AgenOctober 28, 2025, relating to the sale of our Class A ordinary shares, par value $0.01 per share (“Class A Ordinary Shares”), offerprospectus supplement and the accompanying prospectus. In accordance with the terms of the Sales Agreement, we may offer and sellA Ordinary Shares, having an aggregate offering price of up to $100,000,000 from time to time through or to A.G.P. as sales agent or p Sales of our Class A Ordinary Shares, if any, under this prospectus supplement may be made in sales deemed to be “at the market offdefined in Rule 415 promulgated under the Securities Act of 1933, as amended (the “Securities Act”). A.G.P. is not required to sell annumber or dollar amount of securities, but will act as a sales agent using commercially reasonable efforts consistent with its normal trsales practices, on mutually agreed terms between A.G.P. and us. There is no arrangement for funds to be received in any escrow, trustarrangement. A.G.P. will be entitled to compensation at a commission rate of 3.5% of the gross sales price per share sold pursuant to the terms ofAgreement. See “Plan of Distribution” beginning on page S-9 for additional information regarding the compensation to be paid toconnection with the sale of the Class A Ordinary Shares on our behalf, A.G.P. will be deemed to be an “underwriter” within the meanSecurities Act, and the compensation of A.G.P. will be deemed to be underwriting commissions or discounts. We also have agreed tindemnification and contribution to A.G.P. with respect to certain liabilities, including liabilities under the Securities Act or the Exchan1934, as amended (the “Exchange Act”). The Class A Ordinary Shares are listed on the Nasdaq Capital Market under the symbol “PAVS.” On October 23, 2025, the last repprice of the Class A Ordinary Shares on the Nasdaq Capital Market was $0.6 per share. The aggregate market value of our outstanding voting and non-voting common equities held by non-affiliates was approximately $75based on 66,324,675 Class A Ordinary Shares and 10,000Class B ordinary shares, par value $0.01 per share (“Class B Ordinary Shaby non-affiliates and a price per share of $1.14, the closing price of our Class A Ordinary Shares on October 10, 2025. Investing in the Class A Ordinary Shares involves risk. See “Risk Factors” beginning on page S-3of this prospectus supplemethe documents incorporated by reference into this prospectus supplement and the accompanying prospectus for a discinformation that should be considered in connection with an investment in the Class A Ordinary Shares. Neither the Securities and Exchange Commission nor any state or other foreign securities commission has approved or disapthese securities or determined if this prospectus supplement is truthful or complete. Any representation to the contrary is aoffense. A.G.P. The date of this prospectus supplement is October 28, 2025 TABLE OF CONTENTS Prospectus Supplement About this Prospectus SupplementProspectus Supplement SummaryRisk FactorsCautionary Statement Regarding Forward-Looking StatementsUse of ProceedsDividend PolicyDilutionPlan of DistributionLegal MattersExpertsWhere You Can Find More InformationIncorporation of Certain Information by Reference Prospectus About this ProspectusCommonly Used Defined TermsNote Regarding Forward-Looking StatementsOur BusinessRisk FactorsUse of ProceedsDilutionDescription of Share CapitalDescription of Debt SecuritiesDescription of WarrantsDescription of RightsDescription of UnitsPlan of DistributionLegal MattersExpertsFinancial InformationInformation Incorporated by ReferenceWhere You Can Find More InformationEnforceability of Civil LiabilitiesIndemnification for Securities Act Liabilities ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and accompanying prospectus relates to part of a registration statement on Form F-3 that wewith the Securities and Exchange Commission (the “SEC”) utilizing a “shelf” registration process. Under this shelf registration processell the securities described in our base prospectus included in the shelf registration statement in one or more offerings up to a totaloffering price of $100,000,000. As of October 28, 2025, we have not sold any of our securities under that shelf registration statesometimes refer to the Class A Ordinary Shares as the “securities” throughout this prospectus supplement. This document contains two parts. The first part is this prospectus supplement, which describes the terms of this offering of thOrdinary Shares, and also adds, updates and changes information contained in the accompanying prospectus and the documents incherein and therein by reference. This prospectus supplement relates only to an offering of up to $100,000,000 of our Class A Ordinathrough A.G.P. These sa