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 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,” 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 terms 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 of 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 similar 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 Instruction 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 or 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, will 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 are Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or determined if this prospectus supplement is truthful or complete. Any representation to the contrary is acriminal offense. ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying prospectus relate to the offering of our Class A Ordinary Shares. Beforebuying any of the Class A Ordinary Shares that we are offering, we urge you to carefully read this prospectus supplement and theaccompanying prospectus, together with the information incorporated by reference as described under the headings “Where You Can This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this offeringand also adds to, changes and updates information contained in the accompanying prospectus and the documents incorporated byreference herein or therein. The second part, the accompanying prospectus, provides more general information. Generally, when werefer to this prospectus, we are referring to both parts of this document combined. To the extent there is a conflict between theinformation contained in this prospectus supplement and the information contained in any document incorporated by reference intothis prospectus supplement that was filed with the Securities and Exchange