AVAX One Technology Ltd美股招股说明书(2026-01-26版)

PROSPECTUS SUPPLEMENT(to prospectus dated January 20, 2026) AVAX One Technology Ltd. Common Shares Up to 73,849,958Common Shares Pursuant to this prospectus, the selling shareholders of AVAX One Technology Ltd. (the “Company”), identified in this prospectus (the“selling shareholders”) may offer common shares, without par value (“common shares”), from time to time if and to the extent as suchselling shareholders may determine, as described in the section entitled “Plan of Distribution,” at prevailing market prices, at pricesbased upon prevailing market prices or at negotiated prices. If any common shares are sold, the selling shareholders will pay any Additionally, we are filing the prospectus supplement to permit the resale of up to 5,271,783 common shares issuable upon conversionof notes and exercise of warrants issued in the October 24, 2025 additional tranche of $7,700,000 with a 10% original issue discountfor gross proceeds of $6,930,000. The convertible debt and warrants were issued with an exercise and strike price of $2.41. We are not selling any common shares included in this prospectus. While we will not receive any of the proceeds from the sale of anycommon shares sold by the selling shareholders pursuant to this prospectus, we will receive proceeds from any exercise of the sellingshareholder warrants, assuming such exercise does not occur on a cashless exercise basis. See the additional information provided The Company’s headquarters is located at 800-525 West 8th Avenue, Vancouver, BC, Canada V5Z 1C6, and our telephone number is Our common shares are listed and posted for trading on the Nasdaq Capital Market (“Nasdaq”) under the symbol “AVX.” On January23, 2026, the closing price of our common shares on Nasdaq was $1.88 per common share. We may amend or supplement this prospectus supplement from time to time by filing amendments or supplements as required. Youshould read the entire prospectus accompanying this prospectus supplement, including the additional information described under the Investing in our common stock involves significant risks. Please read the information contained in or incorporated byreference under the heading “Risk Factors” beginning on page S-7 of this prospectus supplement and in the the accompanying Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities, or determined if this prospectus supplement is accurate or complete. Any representation to the contrary is acriminal offense. The date of this prospectus supplement is January 26, 2026. Table of Contents ABOUT THIS PROSPECTUS SUPPLEMENT This document is part of the registration statement that we filed with the Securities and Exchange Commission, or the SEC, using a“shelf” registration process and consists of two parts. The first part is this prospectus supplement, which describes the specific terms ofthis offering. The second part, the accompanying prospectus, gives more general information, some of which may not apply to thisoffering. Generally, when we refer only to the “prospectus,” we are referring to both parts combined. This prospectus supplement may If information in this prospectus supplement is inconsistent with the accompanying prospectus or with any document incorporated byreference that was filed with the SEC before the date of this prospectus supplement, you should rely on this prospectus supplement.This prospectus supplement, the accompanying prospectus and the documents incorporated into each by reference include importantinformation about us, the securities being offered and other information you should know before investing in our securities. You You should rely only on this prospectus supplement, the accompanying prospectus, the documents incorporated or deemed to beincorporated by reference herein or therein and any free writing prospectus prepared by us or on our behalf. We have not, authorizedanyone to provide you with information that is in addition to or different from that contained or incorporated by reference in thisprospectus supplement and the accompanying prospectus. If anyone provides you with different or inconsistent information, youshould not rely on it. We are not offering to sell these securities in any jurisdiction where the offer or sale is not permitted. You shouldnot assume that the information contained in this prospectus supplement, the accompanying prospectus or any free writing prospectus,or incorporated by reference herein or therein, is accurate as of any date other than as of the date of this prospectus supplement or the We further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to anydocument that is incorporated by reference in this prospectus supplement or the accompanying prospectus were made solely for thebenefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk among the