环技术公司美股招股说明书(2025-12-22版)

6,000,000 Shares of Common Stock This prospectus relates to the resale by the selling securityholders or their permitted transferees (the “Selling Securityholders”) namedin this prospectus from time to time of up to 6,000,000 shares of our common stock, par value $0.0001 per share (the “commonstock”). These shares of common stock consist of: ●3,000,000 shares of common stock (the “Conversion Shares”) issuable upon the conversion of 4,500 shares (the “Series BShares”) of our newly designated Series B Convertible Preferred Stock (the “Series B Preferred Stock”), with par value $0.0001per share and stated value of $1,000 per share (the “Stated Value”), at an initial conversion price of $1.50 per share (the“Conversion Price”), which such shares of Series B Preferred Stock were issued pursuant to that certain securities purchaseagreement, dated as of August 18, 2025, by and among us and certain accredited investors named therein (the “PurchaseAgreement”); and●3,000,000 shares of common stock (the “Warrant Shares”) issuable upon exercise of certain accompanying warrants at an initialexercise price of $1.50 per share (the “Warrants”) that were issued pursuant to the Purchase Agreement. The Series B Shares, the Warrants, the Conversion Shares and the Warrant Shares were issued in reliance upon the exemption from theregistration requirements in Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) and/or Regulation Dpromulgated thereunder, as applicable. We are registering the resale of the Series B Shares, the Warrants, the Conversion Shares andthe Warrant Shares. Our registration of the shares of common stock covered by this prospectus does not mean that the Selling Securityholders will offer orsell any of such shares of common stock. The Selling Securityholders named in this prospectus, or their donees, pledgees, transfereesor other successors-in-interest, may resell the shares of common stock covered by this prospectus through public or privatetransactions at prevailing market prices, at prices related to prevailing market prices or at privately negotiated prices. For additionalinformation on the possible methods of sale that may be used by the selling stockholders, you should refer to the section of thisprospectus entitled “Plan of Distribution.” We will not receive any of the proceeds from the sale by the Selling Securityholders of the common stock; however, we will receivethe exercise price of the Warrants upon any exercise of the Warrants by payment of cash, with an exercise price of $1.50 per share. Weintend to use those proceeds, if any, for general corporate purposes. We believe the likelihood that the Warrant holders will exercise their Warrants, and therefore the amount of cash proceeds that wewould receive, is dependent upon the trading price of our common stock. If the trading price for our common stock is less than $1.50per share, we believe holders of our Warrants are unlikely to exercise their Warrants. Conversely, these holders are more likely toexercise their Warrants the higher the price of our common stock is above $1.50 per share. The closing price of our common stock onthe Nasdaq Capital Market (“Nasdaq”) on December 17, 2025 was above the Warrant exercise price of $1.50 per share. We will bear all costs, expenses and fees in connection with the registration of the common stock, including with regard to compliancewith state securities or “blue sky” laws. The Selling Securityholders will bear all commissions and discounts, if any, attributable totheir sale of the common stock, except as otherwise expressly set forth under “Plan of Distribution” of this prospectus. No underwriter or other person has been engaged to facilitate the sale of the common stock in this offering. The SellingSecurityholders and any broker-dealers or agents may, individually but not severally, be deemed to be an “underwriter” within themeaning of the Securities Act, of the shares of Common Stock that they are offering pursuant to this prospectus. Our common stock is traded on Nasdaq under the symbol “WRAP.” On December 17, 2025, the closing sale price of our commonstock on Nasdaq was $2.20 per share. Investing in our securities involves a high degree of risk. Before making any investment in our securities, you should read andcarefully consider the risks described in this prospectus under the heading “Risk Factors” beginning on page 6 of thisprospectus and in our filings with the Securities and Exchange Commission, which are incorporated by reference in thisprospectus and in any applicable prospectus supplement. You should carefully read this prospectus and the accompanyingprospectus supplement, together with the documents we incorporate by reference, before you invest in our common stock. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or passed upon the adequacy or the accuracy of this prospectus. Any