Tigo Energy Inc美股招股说明书(2026-02-25版)

5,000,000 Shares ofCommon Stock We are offering 5,000,000 shares of common stock, par value $0.0001 per share (the “common stock”), directly to certain institutionalinvestors at an offering price of $3.00 per share pursuant to this prospectus supplement and the accompanying prospectus. Our shares of common stock are listed on the Nasdaq Stock Market (“Nasdaq”) under the symbol “TYGO.” On February24, 2026, theclosing sale price of shares of our common stock was $3.54. We have engaged Craig-Hallum Capital Group LLC (the “placement agent”) as our exclusive placement agent in connection with thisregistered direct offering. The Placement Agent is not purchasing the securities offered by us on behalf of any investors in theregistered direct offering and is not required to sell any specific number or dollar amount of securities, but will assist us in connectionwith such offering on a reasonable best efforts basis. We are a “smaller reporting company” and an “emerging growth company” under applicable Securities and Exchange Commission, orthe SEC, rules and, as such, have elected to comply with certain reduced public company disclosure requirements for this prospectussupplement. See “Prospectus Supplement Summary—Smaller Reporting Company” and Prospectus Supplement Summary—EmergingGrowth Company” on page S-2 of this prospectus supplement for more information. Investing in our securities involves risks that are described in the “Risk Factors” section beginning on page S-4 of thisprospectus supplement and similar sections contained in the documents incorporated by reference into this prospectussupplement and the accompanying base 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. PERSHARETOTALOffering price$3.00$ 15,000,000Placement agent fee(1)$0.135$675,000Proceeds to us, before expenses$2.865$ 14,325,000 (1)We have also agreed to reimburse certain expenses of the placement agent. See the section captioned “Plan of Distribution” in thisprospectus supplement for additional information. Delivery of the shares of common stock is expected to be made on or aboutFebruary 26, 2025. Craig-Hallum The date of this prospectus supplement is February 24, 2026. TABLE OF CONTENTS ABOUT THIS PROSPECTUS SUPPLEMENTS-iiCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSS-iiiPROSPECTUS SUPPLEMENT SUMMARYS-1THE OFFERINGS-3RISK FACTORSS-4USE OF PROCEEDSS-6DIVIDEND POLICYS-7DILUTIONS-8PLAN OF DISTRIBUTIONS-9LEGAL MATTERSS-10EXPERTSS-10WHERE YOU CAN FIND MORE INFORMATIONS-10INCORPORATION OF CERTAIN INFORMATION BY REFERENCES-11INDEMNIFICATION FOR SECURITIES ACT LIABILITIESS-11 PROSPECTUS ABOUT THIS PROSPECTUSiiTRADEMARKSivCAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTSvSUMMARY OF PROSPECTUS1RISK FACTORS2USE OF PROCEEDS3DESCRIPTION OF COMMON STOCK AND PREFERRED STOCK4DESCRIPTION OF DEBT SECURITIES5DESCRIPTION OF WARRANTS13DESCRIPTION OF RIGHTS14DESCRIPTION OF UNITS15GLOBAL SECURITIES16PLAN OF DISTRIBUTION18LEGAL MATTERS20EXPERTS20WHERE YOU CAN FIND MORE INFORMATION20INDEMNIFICATION FOR SECURITIES ACT LIABILITIES21 ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying prospectus are part of a registration statement on Form S-3 (File No. 333-282013)that we have filed with the U.S. Securities and Exchange Commission (the “SEC”) utilizing a “shelf” registration process. This document is in two parts. The first part is this prospectus supplement, which describes the terms of this offering of common stockand related matters and also adds to and updates information contained in the accompanying prospectus and the documentsincorporated by reference herein and therein. The second part is the accompanying prospectus, including the documents incorporatedby reference into the accompanying prospectus, which gives more general information, some of which may not apply to this offeringof common stock. Generally, when we refer to this prospectus, we are referring to both parts of this document combined. To the extentthe information contained in this prospectus supplement differs or varies from the information contained in the accompanyingprospectus or any document incorporated by reference herein or therein filed prior to the date of this prospectus supplement, theinformation in this prospectus supplement shall control; provided that if any statement in one of these documents is inconsistent with astatement in another document having a later date - for example, a document incorporated by reference in the accompanyingprospectus - the statement in the document having the later date modifies or supersedes the earlier statement. We have not, and the placement agent has not, authorized anyone to provide you with information other than that contained, orincorporated by reference, in this prospectus supple