GreenPower Motor Co Inc美股招股说明书(2026-02-25版)

The selling shareholder identified in this prospectus may offer and sell up to 13,760,034 common shares of our company, consisting of (i) up to 10,616,680 common sharesthat may be issued upon theconversion of (a) our Series A Convertible Preferred Shares (the "Convertible Preferred Shares") issued on November 14, 2025 pursuant to the SPA (as defined herein), including payment of dividendson these Convertible Preferred Shares through November 14, 2027 and (b) our Convertible Preferred Shares to be issued within two days of the effectiveness date of the registration statement of whichthis prospectus forms a part and pursuant to the SPA (as defined herein), including payment of dividends on these Convertible Preferred Shares through November 14, 2027, and (ii) up to 3,143,354common shares that may be issued upon the conversion of Convertible Preferred Shares to be issued following the effectiveness of the registration statement of which this prospectus forms a part,including payment of dividends on these Convertible Preferred Shares through November 14, 2027. On November 14, 2025, we entered into a securities purchase agreement (the "SPA") with an accredited investor pursuant to which the investor agreed to purchase from us, and we agreed to sell to theinvestor, Convertible Preferred Shares from time to time. Certain of the Convertible Preferred Shares were acquired by the selling shareholder directly from us in a private placement that was exemptfrom the registration requirements of the Securities Act of 1933. The selling shareholder may sell all or a portion of the common shares being offered pursuant to this prospectus at fixed prices, at prevailing market prices at the time of sale, at varying prices or atnegotiated prices. Our common shares are listed on the Nasdaq Capital Market under the symbol "GP". On February 25, 2026, the closing price of our common shares on Nasdaq Capital Market was $1.28 per share. We will not receive any proceeds from the sale of our common shares by the selling shareholder. We will pay for expenses of this offering, except that the selling shareholder will pay any brokerdiscounts or commissions or equivalent expenses and expenses of their legal counsel applicable to the sale of its common shares. Investing in our common shares involves risks. See "Risk Factors" beginning on page 10. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete.Any representation to the contrary is a criminal offense. The date of this prospectus is February 25, 2026. You should rely only on the information that we have provided in this prospectus and any applicable prospectus supplement. We have not authorized anyone to provide you with different information.No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus and any applicable prospectus supplement. You must not rely on anyunauthorized information or representation. This prospectus is an offer to sell only the securities offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. You shouldassume that the information in this prospectus and any applicable prospectus supplement is accurate only as of the date on the front of the document, regardless of the time of delivery of this prospectus,any applicable prospectus supplement, or any sale of a security. As used in this prospectus, the terms "we", "us" "our" and "GreenPower" refer to GreenPower Motor Company Inc., a British Columbia corporation, and its wholly-owned subsidiaries, GP GreenPowerIndustries Inc., GreenPower Motor Company, Inc., 0939181 B.C. Ltd., San Joaquin Valley Equipment Leasing Inc., 0999314 B.C. Ltd., Electric Vehicle Logistics Inc., GreenPower Manufacturing WVInc., GP Truck Body Inc., EA Green-Power Private Ltd. and Gerui New Energy Vehicle (Nanjing) Co. Ltd., unless otherwise specified. Presentation of Financial and Other Information Our financial statements and other financial information are prepared in accordance with International Financial Reporting Standards, as issued by the International Accounting Standards Board, or"IFRS", in United States dollars. None of our consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles, and our financialstatements may therefore not be comparable to financial statements of United States companies. In this prospectus, the terms "dollar", "US$" or "$" refer to United States dollars and the term CDN$ refers to Canadian dollars. 2 Exchange Rates The following table sets forth the average rate of exchange for the United States dollar, expressed in Canadian dollars for the periods indicated, based on the rate of exchange as reported by the Bank ofCanada for conversion of United States dollars into Canadian dollars. Th