Structure Therapeutics Inc ADR美股招股说明书(2025-12-08版)

American Depositary Shares Representing Ordinary SharesPre-Funded Warrants to Purchase Ordinary SharesRepresented by American Depositary Shares We are offering $500,000,000 of American Depositary Shares (ADSs), each ADS representing three ordinary shares, par value$0.0001 per share. We are also offering to certain purchasers, if any, whose purchase of ADSs in this offering would otherwiseresult in such purchasers, together with its affiliates and certain related parties, beneficially owning more than 4.99% or 9.99%of our outstanding ADSs immediately following the offering, the opportunity to purchase, if such purchaser chooses, pre-fundedwarrants to purchase up toordinary shares, represented by ADSs, in lieu of ADSs. The purchase price of each pre-funded warrant equals the price per ADS at which the ADSs are being sold to the public in this offering, minus $0.0001, which isthe exercise price per ordinary share of each pre-funded warrant. The pre-funded warrants will be immediately exercisable andmay be exercised at any time until all of the pre-funded warrants are exercised in full, subject to an ownership limit. This offeringalso relates to the ADSs issuable upon exercise of any pre-funded warrants sold in this offering. Our ADSs are listed on the Nasdaq Global Market (Nasdaq), under the symbol “GPCR.” The last reported sale price of ourADSs on Nasdaq on December 8, 2025 was $69.98 per ADS. There is no established public market for the pre-funded warrants,and we do not intend to list the pre-funded warrants on any securities exchange or nationally recognized trading system,including Nasdaq. Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on pageS-8of thisprospectus supplement. You should read the entire prospectus supplement and the accompanyingprospectus, including any information incorporated by reference herein or therein, carefully before youmake your investment decision. Neither the Securities and Exchange Commission nor any state securities commission has approved ordisapproved of these securities or passed upon the accuracy or adequacy of this prospectus supplementor the accompanying prospectus. Any representation to the contrary is a criminal offense. We have granted the underwriters an option for a period of 30days to purchase an additional $75,000,000 of ADSs. If theunderwriters exercise the option in full, the total underwriting discounts and commissions payable by us will be $andthe total proceeds to us, before expenses, will be $. Delivery of the ADSs and pre-funded warrants is expected to be made on our about Jefferies Co-Managers LifeSci Capital Citizens Capital Markets, 2025 Prospectus supplement, dated ABOUT THIS PROSPECTUS SUPPLEMENT This document is part of the registration statement that we filed with the Securities and ExchangeCommission (SEC) using a “shelf” registration process and consists of two parts. The first part is thisprospectus supplement, which describes the terms of this offering of our securities and also adds to andupdates information contained in the accompanying prospectus and the documents incorporated byreference into this prospectus supplement and the accompanying prospectus. The second part, theaccompanying prospectus dated August6, 2025, including the documents incorporated by reference therein,provides more general information. Generally, when we refer to this prospectus, we are referring to both partsof this document combined. To the extent there is a conflict between the information contained in thisprospectus supplement, on the one hand, and the information contained in the accompanying prospectus orin any document incorporated by reference that was filed with the SEC, before the date of this prospectussupplement, on the other hand, you should rely on the information in this prospectus supplement. If anystatement in one of these documents is inconsistent with a statement in another document having a laterdate — for example, a document incorporated by reference in the accompanying prospectus — the statementin the document having the later date modifies or supersedes the earlier statement. We have not, and the underwriters have not, authorized anyone to provide any information other than thatcontained or incorporated by reference in this prospectus supplement, the accompanying prospectus or inany free writing prospectus that we have authorized for use in connection with this offering. We and theunderwriters take no responsibility for, and can provide no assurance as to the reliability of, any otherinformation that others may give you. The information contained in this prospectus supplement, theaccompanying prospectus, any free writing prospectus that we have authorized for use in connection with thisoffering, including the documents incorporated by reference herein or therein, is accurate only as of therespective dates thereof, regardless of the time of delivery of this prospectus supplement and theaccompany