AEye Inc-A美股招股说明书(2025-12-10版)

Up to $125,000,000 Common Stock This Amendment No. 5 to the Prospectus Supplements (the “Amendment”) amends and supplements the information in theprospectus, dated September 15, 2023 (the “Prospectus”), filed with the Securities and Exchange Commission as a part of ourregistration statement on Form S-3 (File No. 333-274546) (the “Registration Statement”), as previously supplemented by ourprospectus supplements, dated September 13, 2024 and December 30, 2024, as amended by Amendment No. 1, dated January 7, 2025,Amendment No. 2, dated January 23, 2025, Amendment No. 3, dated July 25, 2025, and Amendment No. 4, dated July 28, 2025(collectively, the “Prospectus Supplements,” and together with the Prospectus, the “Prior Prospectus”), relating to the offer and sale ofshares of our common stock having an aggregate offering price of up to $2,600,000 pursuant to the terms of At Market Issuance SalesAgreement, dated September 12, 2024 (the “Sales Agreement”), with A.G.P./Alliance Global Partners (“A.G.P.”). This Amendmentshould be read in conjunction with the Prior Prospectus, and is qualified by reference thereto, except to the extent that the informationherein amends or supersedes the information contained in the Prior Prospectus. This Amendment is not complete without, and mayonly be delivered or utilized in connection with, the Prior Prospectus and any future amendments or supplements thereto. We are filing this Amendment to amend the Prior Prospectus to update the maximum amount of shares that we are eligible tosell under our Prospectus Supplements pursuant to the Sales Agreement. We are increasing the amount of shares of our common stockwe may offer and sell from time to time under our Prospectus Supplements through A.G.P to an aggregate offering price of up to$125,000,000, which includes the shares of our common stock having an aggregate gross sales price of approximately $68.4 millionthat were sold pursuant to the Prior Prospectus to date. This Amendment amends and/or supplements only those sections of the PriorProspectus as listed in this Amendment, and all other sections of the Prior Prospectus remain as is. We are an “emerging growth company” and “smaller reporting company” as defined under U.S. federal securities laws andare subject to reduced public company reporting requirements. Our common stock is listed on the Nasdaq Capital Market (“Nasdaq”)under the symbol “LIDR.” The last sale price of our common stock, as reported on Nasdaq on December 10, 2025, was $2.62 pershare. Investing in our common stock involves a high degree of risk. See the “Risk Factors” section beginning on page S-6 ofthe Prospectus Supplement dated September 13, 2024 and the documents incorporated by reference into this Amendment andthe Prior Prospectus, as they may be amended, updated or supplemented periodically in our reports filed with the Securitiesand Exchange Commission, before investing in our common stock. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or determined if this Amendment or the Prior Prospectus are truthful or complete. Any representation to thecontrary is a criminal offense. A.G.P. The date of this Amendment No. 5 to the Prospectus Supplements is December 10, 2025