海天网络美股招股说明书(2025-12-22版)

Up to $100,000,000 Class A Ordinary Shares We have entered into an at-the-market sales agreement, or the Sales Agreement, with Aegis Capital Corp., or the Sales Agent,acting in its capacity as our exclusive sales agent, relating to the offer and sale of shares of our Class A Ordinary Shares, par value$0.0001 per share (“Class A Ordinary Shares”), from time to time, having an aggregate offering price of up to $100,000,000. We previously entered into a Sales Agreement dated October 8, 2025 (the “Original Sales Agreement”) with AC SunshineSecurities LLC (the “ACSS”), acting as sales agent or principal, relating to the offer and sale of shares of our Class A Ordinary Shares.On November 21, 2025, we entered into that certain amendment to the Original Sales Agreement (the “Sales Agreement Amendment,”and collectively with the Original Sales Agreement, the “ACSS ATM Agreement”). On December 15, 2025, we terminated the ACSSATM Agreement pursuant to the terms of therein. No shares were sold pursuant to the ACSS ATM Agreement. Sales of our Class A Ordinary Shares, if any, under this prospectus supplement will be made by any method that is deemed tobe an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended, or the Securities Act, or anyother method permitted under applicable law. The Sales Agent is not required to sell any specific amount of securities, but will act asour sales agent using commercially reasonable efforts consistent with its normal trading and sales practices, on mutually agreed termsbetween the Sales Agent and us. There is no arrangement for funds to be received in any escrow, trust or similar arrangement. The Sales Agent will be entitled to compensation at a fixed commission rate of 3.0% of the gross proceeds from the sale ofour Class A Ordinary Shares on our behalf pursuant to the Sales Agreement. In connection with the sale of the Class A Ordinary Shareson our behalf, the Sales Agent will be deemed to be “underwriters” within the meaning of the Securities Act, and the compensation ofthe Sales Agent will be deemed to be underwriting commissions or discounts. We have agreed to provide indemnification andcontribution to the Sales Agent against certain civil liabilities, including liabilities under the Securities Act or the Securities ExchangeAct of 1934, as amended, or the Exchange Act. The net proceeds from any sale under the prospectus supplement, and the accompanying prospectus will be used as describedunder “Use of Proceeds” in this prospectus supplement. There is no arrangement for funds to be received in escrow, trust or similararrangement. Our Class A Ordinary Shares are currently traded on The Nasdaq Capital Market, or Nasdaq, under the symbol “HKIT.” OnDecember 15, 2025, the last reported sales price for our Class A Ordinary Shares was $1.82 per share. As of November 10, 2025, the aggregate market value of our outstanding ordinary shares held by non-affiliates, or publicfloat, was approximately $87,595,561 based on 21,107,364 Class A Ordinary Shares outstanding held by non-affiliates as of such date,and a price of $4.15 per share, which was the highest reported closing sale price of our ordinary shares on the Nasdaq in the 60 daysprior to such date. Given our public float exceeds $75 million, we are not subject to the limitations set forth in General InstructionI.B.5 of Form F-3. As a result, we may sell up to $100,000,000 of our ordinary shares hereunder as of November 10, 2025. In connection with the sale of the Class A Ordinary Shares on our behalf, the Sales Agent may each be deemed to be an“underwriter” within the meaning of the Securities Act, and their compensation may be deemed to be underwriting commissions ordiscounts. We have also agreed to provide indemnification and contribution to the Sales Agent with respect to certain civil liabilities,including liabilities under the Securities Act. See “Plan of Distribution.” The Sales Agent is not required to sell any specific number or dollar amount of Class A Ordinary Shares but will use theircommercially reasonable efforts, as our Sales Agent and subject to the terms of the ATM Agreement, to sell the Class A OrdinaryShares offered, as instructed by us. The offering of Class A Ordinary Shares pursuant to this ATM Prospectus Supplement, willterminate upon the earlier of (i) the sale of all Class A Ordinary Shares subject to this Prospectus Supplement, or (ii) the termination ofthe ATM Agreement by us or by the Sales Agents pursuant to the terms of the ATM Agreement. In addition, we are an “emerging growth company” as defined under the Federal securities laws and will be subject to reducedpublic company reporting requirements. Investing in our Class A Ordinary Shares involves a high degree of risk. See “Risk Factors” beginning on page S-6 ofthis prospectus supplement and under similar headings in the accompanying prospectus and the other documents that areincorporated by reference here