穿戴设备有限公司美股招股说明书(2025-10-29版)

AMENDMENT NO. 1 DATED OCTOBER 29, 2025To Prospectus Supplement dated September 25, 2025(to Prospectus dated October 18, 2023) This Amendment No. 1, or the Amendment, amends and supplements the information in the prospectus, dated October 18,2023, filed with the Securities and Exchange Commission as a part of our registration statement on Form F-3 (File No. 333-274841),as previously supplemented by our prospectus supplement dated September 25, 2025, or collectively the Prior Prospectus, relating tothe offer and sale ofup to $7,400,000ofour ordinary shares, no par value, or Ordinary Shares, pursuant to the sales agreement, or theSales Agreement, with A.G.P./Alliance Global Partners, or A.G.P., dated September 25, 2025. This Amendment should be read inconjunction with thePrior Prospectus, and is qualified by reference thereto, except to the extent that the information herein amends orsupersedes the information contained in thePrior Prospectus.This Amendment is not complete without and may only be delivered orutilized in connection with the Prior Prospectus and any future amendments or supplements thereto. We are filing this Amendment to supplement and amend, as of October 29, 2025, the Prior Prospectus to decrease themaximum aggregate offering price of our Ordinary Shares that may be offered, issued and sold under the Sales Agreement from$7,400,000 to $3,864,566. Accordingly, under the Prior Prospectus as amended by this Amendment, we may now offer and sellOrdinary Shares having a maximum aggregate offering price of up to $3,864,566. Sales of our Ordinary Shares, if any, under the Prior Prospectus and this Amendment, may be made in sales deemed to be “atthe market offerings” as defined in Rule 415 promulgated under the Securities Act of 1933, as amended, or the Securities Act. A.G.P. isnot required to sell any specific number or dollar amount of securities but will act as a sales agent on a best efforts basis and will usecommercially reasonable efforts consistent with its normal trading and sales practices, on mutually agreed terms between A.G.P. andus. There is no arrangement for funds to be received in any escrow, trust or similar arrangement. To date, we have sold an aggregate of$1,256,000 of our Ordinary Shares pursuant to the Sales Agreement. A.G.P. will be entitled to compensation at a commission rate of 3.0% of the gross sales price per share sold pursuant to theterms of the Sales Agreement. See “Plan of Distribution” beginning on page S-12 of the Prior Prospectus for additional informationregarding the compensation to be paid to A.G.P. In connection with the sale of our Ordinary Shares on our behalf, A.G.P. will bedeemed to be an “underwriter” within the meaning of the Securities Act, and the compensation of the A.G.P. will be deemed to beunderwriting commissions or discounts. We also have agreed to provide indemnification and contribution to A.G.P. with respect tocertain liabilities, including liabilities under the Securities Act and the Securities Exchange Act of 1934, as amended. Our Ordinary Shares are listed on The Nasdaq Capital Market, or Nasdaq, under the symbol “WLDS”. On October 28, 2025,the last reported sale price of our Ordinary Shares on Nasdaq was $2.96 per Ordinary Share. The aggregate market value of our Ordinary Shares held by non-affiliates as of October 29, 2025, pursuant to GeneralInstruction I.B.5 of Form F-3 is $54,829,754 which was calculated based on 5,820,568 Ordinary Shares outstanding held by non-affiliates and at a price of $9.42 per Ordinary Share, the closing price of our Ordinary Shares on September 12, 2025. We have sold anaggregate of approximately $9,870,000 of securities, including amounts sold under the Prior Prospectus as reduced by thisAmendment, pursuant to General Instruction I.B.5. of Form F-3 during the 12-calendar month calendar period that ends on, andincludes, the date of this Amendment and, as a result, the capacity to sell securities under our Form F-3 Registration Statementpursuant to General Instruction I.B.5. is currently $8,404,757. Investing in our Ordinary Shares involves risk. See “Risk Factors” beginning on page S-4 of the Prior Prospectus andin the documents incorporated by reference into the Prior Prospectus for a discussion of information that should be consideredin connection with an investment in our Ordinary Shares. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or passed upon the adequacy or accuracy of the Prior Prospectus, this Amendment or the accompanyingprospectus. Any representation to the contrary is a criminal offense. A.G.P. The date of this prospectus supplement is October 29, 2025.