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 sales Our common stock is listed on The Nasdaq Capital Market under the symbol “SCWO.” The last reported sale price of our common 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 terms 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 and 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 are 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 StreetDecember 23, 2025 TABLEOFCONTENTS PROSPECTUS Table of Contents 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 you 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 and any free writing prospectus that we have authorized for use in connection with this offering when making yourinvestment decision. You should also read and consider the information in the documents we have referred you to under the sections This prospectus adds to and updates information contained in the documents incorporated by reference into this prospectus. To theextent there is a conflict between the information contained in this prospectus, on the one hand, and the information contained in anydocument incorporated by reference into this prospectus that was filed with the SEC before the date of this prospectus, on the otherhand, you should rely on the information in this prospectus. If any statement in one of these documents is inconsistent with a statement We have not, and Lake Street has not, authorized anyone to provide any information other than that contained or incorporated byreference in this prospectus or in any free writing prospectus that we have authorized for use in connection with this offering. We andLake Street take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may giveyou. We are not, and Lake Street is not, making an offer to sell or soliciting an offer to buy these securities in any jurisdiction where anoffer, sale or solicitation is not permitted. You should assume that the information appearing in this prospectus, any accompanying We are offering to sell, and seeking offers to buy, shares of common stock on