MindWalk Holdings Corp美股招股说明书(2025-11-07版)

MindWalk Holdings Corp. Up to U.S.$30,000,000Common Shares We have entered into a Sales Agreement, dated as of November 7, 2025, or the sales agreement, with JonesTrading InstitutionalServices LLC, or Jones or the Agent, relating to the sale of our common shares, or Common Shares, offered by this prospectussupplement, or the Prospectus Supplement. In accordance with the terms of the sales agreement, under this Prospectus Supplement wemay offer and sell ourcommon shares, our Common Shares, having an aggregate offering price of up to U.S.$30,000,000 fromtime totime through Jones, acting as our agent.Common Shares will only be sold on the facilities of an exchange or market outside Canada topurchasers who we have no reason to believe are resident in Canada and, in all other cases, to purchasers who are not located orresident in Canada. There will be no solicitations or advertising activities undertaken in Canada in connection with the offering. TheCommon Shares offered hereby have not been qualified for distribution by prospectus under the securities laws of any province orterritory of Canada. See "Plan of Distribution". Our Common Shares are listed for trading on the Nasdaq Capital Market, or Nasdaq, under the symbol "HYFT". OnNovember 4,2025, the closing price of the Common Shares on Nasdaq was U.S.$1.76. Sales of our Common Shares, if any, under this Prospectus Supplement may be made by any method permitted by law that is deemedto be an "at the market offering" as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended, or the Securities Act.Jonesis not required to sell any specific number or dollar amount of securities but will act as our sales agent using commerciallyreasonable efforts, consistent with its normal trading and sales practices, on mutually agreed terms betweenJonesand us. There is noarrangement for funds to be received in an escrow, trust or similar arrangement. Joneswill be entitled to compensation at a commission rate equal to 3.0% of the gross proceeds of the Common Shares sold under thesales agreement. In connection with the sale of the Common Shares on our behalf,Joneswill be deemed to be an "underwriter" withinthe meaning of the Securities Act and the compensation ofJoneswill be deemed to be underwriting commissions or discounts. Wehave also agreed to provide indemnification and contribution toJoneswith respect to certain liabilities, including civil liabilities underthe Securities Act and the Securities and Exchange Act of 1934, as amended, or the Exchange Act. See "Plan of Distribution"beginning on page S-20 for additional information regarding the compensation to be paid toJones. We are an emerging growth company as that term is used in the Jumpstart Our Business Startups Act of 2012 and a foreign privateissuer as defined under Rule 405 of the Securities Act, and, as such, are subject to certain reduced public company reportingrequirements. See "Prospectus Summary-Implications of Being an Emerging Growth Companyand Foreign Private Issuer Status." Any investment in our Common Shares involves risks that should be carefully considered by prospective investors beforepurchasing shares. The risks outlined in this Prospectus Supplement, the accompanying prospectus dated July 14, 2023, or theProspectus, and in the documents incorporated by reference herein and therein should be carefully reviewed and consideredby prospective investors in connection with any investment in the Common Shares. See "Cautionary Statement RegardingForward-Looking Statements." and "Risk Factors". THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGECOMMISSION, THE SEC, OR ANY STATE SECURITIES COMMISSION OR ANY REGULATORY AUTHORITY NORHAVE ANY SUCH AUTHORITIESPASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUSSUPPLEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. Prospective investors should be aware that the acquisition of our Common Shares as described herein may have taxconsequences both in Canada and the United States. Such consequences for investors who are resident in, or citizens of,Canadaor the United States may not be described fully herein.See"Certain Material U.S.Federal Income TaxConsiderations". The enforcement by investors of civil liabilities under United States federal securities laws may be affectedadversely by the fact that we are incorporated under the laws of British Columbia, Canada, that some of our officers anddirectors may be located outside of the United States, that some or all of the experts named in the Registration Statement maybe located outside of the United States, and that all or a substantial portion of our assets and said persons may be locatedoutside the United States. See "Risk Factors" and "Enforcement of Civil Liabilities". The date of this prospectus supplement is November 7, 2025. TABLE OF CONTENTS IMPORTANT NOTICE ABOUT THE INFORMATION IN THIS PROSPECTUS SUPPLEMENT AND THEACCOMPANYING PROSPECTUSS-1