374Water Inc美股招股说明书(2025-12-29版)

Common Stock________________________ We have entered into an at-the-market sales agreement, dated December 23, 2025, or the Sales Agreement, with Lake Street CapitalMarkets, LLC, or Lake Street, relating to shares of our common stock offered by this prospectus. In accordance with the terms of theSales Agreement, we may offer and sell shares of our common stock, par value $0.0001 per share, having an aggregate offering priceof up to $50,000,000 from time to time through Lake Street, acting as our sales agent. The Sales Agreement replaces our prior salesagreement, dated June 6, 2025 with Lake Street. As of the date of this prospectus, $5,789,438 of shares of common stock remainedavailable for sale under the Prior Sales Agreement. No sales will be made pursuant to the Prior Sales Agreement subsequent to the dateof this prospectus. Our common stock is listed on The Nasdaq Capital Market under the symbol “SCWO.” The last reported sale price of our commonstock on December 10, 2025 was $0.26 per share. Sales of our common stock, if any, under this prospectus may be made in sales deemed to be “at the market” equity offerings asdefined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended, or the Securities Act, including sales madedirectly on or through The Nasdaq Capital Market, the existing trading market for our common stock, or any other existing tradingmarket for our common stock. Lake Street is not required to sell any specific number or dollar amount of securities, but will act as asales agent using commercially reasonable efforts consistent with its normal trading and sales practices on mutually agreed termsbetween Lake Street and us. There is no arrangement for funds to be received in any escrow, trust or similar arrangement. The compensation to Lake Street for sales of common stock sold pursuant to the Sales Agreement will be an amount up to 3.0% of thegross proceeds of any shares of common stock sold under the Sales Agreement. In connection with the sale of the common stock onour behalf, Lake Street will be deemed to be an “underwriter” within the meaning of the Securities Act and the compensation paid toLake Street will be deemed to be underwriting commissions or discounts. We have also agreed to provide indemnification andcontribution to Lake Street with respect to certain liabilities, including liabilities under the Securities Act and the Securities ExchangeAct of 1934, as amended, or the Exchange Act. See section titled “Plan of Distribution” on page 13 of this prospectus supplement foradditional information regarding the compensation to be paid to Lake Street. Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties described underthe section titled “Risk Factors” on page 5 of this prospectus and under similar headings in the other documents that areincorporated by reference into this prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Lake Street December 23, 2025 TABLEOFCONTENTS PROSPECTUS PageABOUT THIS PROSPECTUSiiPROSPECTUS SUMMARY1THE OFFERING2RISK FACTORS3SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS5USE OF PROCEEDS7DILUTION8PLAN OF DISTRIBUTION9LEGAL MATTERS10EXPERTS10WHERE YOU CAN FIND MORE INFORMATION10INCORPORATION OF CERTAIN INFORMATION BY REFERENCE10 ABOUT THIS PROSPECTUS This prospectus is part of a registration statement that we have filed with the U.S. Securities and Exchange Commission, or the SEC,utilizing a “shelf” registration process. Under this shelf registration process, we may offer and sell shares of our common stock andpreferred stock, various series of debt securities and/or warrants to purchase any of such securities, either individually or incombination with other securities, from time to time in one or more offerings, up to a total aggregate offering amount of $100,000,000.Under this prospectus, we may offer and sell shares of our common stock from time to time, up to a total aggregate offering amount of$50,000,000, at prices and on terms to be determined by market conditions at the time of offering. We provide information to youabout this offering of shares of our common stock in two separate documents that are bound together: (1) this prospectus, whichdescribes the specific details regarding this offering; and (2) the accompanying base prospectus, which provides general information,some of which may not apply to this offering. Generally, when we refer to this “prospectus,” we are referring to both documentscombined. Before buying any of the common stock that we are offering, we urge you to carefully read this prospectus, any accompanyingprospectus supplement, together with the information incorporated by reference in this prospectus and accompanying prospectussupplement