XTI航天有限公司美股招股说明书(2026-01-23版)

18,031,466 Shares of Common Stock This prospectus relates to the resale, from time to time, by the selling stockholders identified in this prospectus under “SellingStockholders,” of up to 18,031,466 shares of our common stock, $0.001 par value per share (the “Common Stock”). Such sharesconsist of (i) 1,721,980 shares of Common Stock that were issued in connection with the automatic conversion of all outstandingshares of Series 10 Convertible Preferred Stock, par value $0.001 per share (the “Series 10 Preferred Stock”), all of which werepurchased by an investor in a private placement that closed on November 12, 2025 (the “November 2025 PIPE”), (ii) 15,307,735shares of Common Stock that are issuable upon the exercise of a pre-funded warrant (the “Pre-Funded Warrant”) that was issued inlieu of Common Stock in connection with the automatic conversion of all outstanding shares of Series 10 Preferred Stock, (iii) We are not selling any securities under this prospectus, and we will not receive any proceeds from the sale of shares ofCommon Stock by the selling stockholders under this prospectus. The selling stockholders will bear all brokerage commissions andsimilar expenses attributable to the sale of shares under this prospectus, and we will bear all costs, expenses and fees in connectionwith the registration of such shares. The selling stockholders may sell the shares of Common Stock offered by this prospectus from Our Common Stock is listed on the Nasdaq Capital Market (“Nasdaq”), under the symbol “XTIA”. The last reported saleprice of our Common Stock on Nasdaq on January 22, 2026 was $1.88 per share. Investing in our securities involves a high degree of risk. See the section entitled“Risk Factors”beginning on page 5 ofthis prospectus for a discussion of risks that should be considered in connection with an investment in our securities. Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of thesesecurities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. The date of this prospectus is January 23, 2026 TABLE OF CONTENTS ABOUT THIS PROSPECTUS This prospectus is part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission(the “SEC”) utilizing a “shelf” registration process. Under this shelf registration process, the selling stockholders may offer and sell,from time to time, in one or more offerings, up to 18,031,466 shares of Common Stock, consisting of (i) 1,721,980 shares of CommonStock that were issued in connection with the automatic conversion of all outstanding shares of Series 10 Preferred Stock, (ii)15,307,735 shares of Common Stock that are issuable upon the exercise of the Pre-Funded Warrant that was issued in lieu of CommonStock in connection with the automatic conversion of all outstanding shares of Series 10 Preferred Stock, (iii) 837,801 shares of We may file one or more prospectus supplements, or, if appropriate, post-effective amendments, to accompany thisprospectus to add, update or change information contained in this prospectus. If the information varies between this prospectus and theaccompanying prospectus supplement or post-effective amendment, if any, you should rely on the information in the accompanyingprospectus supplement or post-effective amendment. We may also authorize one or more free writing prospectuses to be provided toyou that may contain material information relating to the offering. You should read both this prospectus and the accompanyingprospectus supplement or post-effective amendment, if any, and any free writing prospectus together with the additional informationdescribed under “Where You Can Find More Information.” You should also carefully consider, among other things, the matters This prospectus contains summaries of certain provisions contained in some of the documents described herein, but referenceis made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents.Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the You should rely only on the information contained or incorporated by reference in this prospectus or in any prospectussupplement or post-effective amendment or free-writing prospectus we may authorize to be delivered or made available to you.Neither we nor the selling stockholder have authorized anyone to provide you with information different from that contained orincorporated by reference in this prospectus, any prospectus supplement and any free writing prospectus or post-effective amendmentwe have prepared. We and the selling stockholder take no responsibility for, and can provide no assurance as to the reliability of, anyother information that others may give you. Offers to sell, and solicitations of offers to buy, shares of ou