海天网络美股招股说明书(2026-03-30版)

We are offering 1,500,000 Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and pre-fundedwarrants (the “Pre-Funded Warrants”) to purchase up to 98,500,000 Class A Ordinary Shares, in a registered direct offering to certaininvestors pursuant to this prospectus supplement and the accompanying prospectus (the “Offering”). The purchase price for each ClassA Ordinary Share is $0.03, and the purchase price for each Pre-Funded Warrant is $0.0299, which equals the purchase price per shareminus the $0.0001 per share exercise price of each Pre-Funded Warrant. We are also offering the Class A Ordinary Shares issuablefrom time to time upon exercise of the Pre-Funded Warrants. In the initial sale under that certain securities purchase agreement (the“Securities Purchase Agreement”) dated March 27, 2026 by and between us and the purchaser named therein, we are offering Class AOrdinary Shares and/or Pre-Funded Warrants for an aggregate subscription amount of $3,000,000. Pursuant and subject to theSecurities Purchase Agreement, on or before the April 29, 2026, the purchaser may purchase additional Class A Ordinary Shares and/orPre-Funded Warrants in one or more additional closings in an aggregate amount of up to 200% of the aggregate subscription amountpurchased by the purchaser in the initial sale under the Securities Purchase Agreement. Accordingly, if the purchaser purchases the fullaggregate subscription amount of $3,000,000 in the initial sale under the Securities Purchase Agreement, we may offer and sell up toan additional $6,000,000 of Class A Ordinary Shares and/or Pre-Funded Warrants in one or more additional closings pursuant toSection 2.4 thereof. Our Class A Ordinary Shares are listed on The Nasdaq Capital Market under the symbol “HKIT.” On March 26, 2026, the last reportedsale price of our Class A Ordinary Shares on The Nasdaq Capital Market was $0.0580 per share. We have engaged Univest Securities, LLC (the “Placement Agent”) as our placement agent in connection with this Offering. ThePlacement Agent has agreed to use its reasonable best efforts to arrange for the sale of the securities offered by this prospectussupplement and the accompanying prospectus. The Placement Agent is not purchasing or selling any securities offered by us in thisOffering, nor is it required to arrange for the purchase or sale of any specific number or dollar amount of securities. We have agreed topay the Placement Agent the compensation set forth in the table below. In connection with the sale of the securities on our behalf, the Placement Agent may be deemed to be an “underwriter” within themeaning of the Securities Act, and its compensation may be deemed to be underwriting commissions or discounts. We have alsoagreed to provide indemnification and contribution to the Placement Agent with respect to certain civil liabilities, including liabilitiesunder the Securities Act. See “Plan of Distribution.” We are an offshore holding company incorporated in the Cayman Islands. As a holding company with no material operations, ouroperations were conducted in China by our subsidiaries and through contractual arrangements (“VIE Agreements”) with a variableinterest entity, Xiamen Hengda HiTek Computer Network Co., Ltd. and its subsidiaries (the “VIE”). Neither we nor our subsidiariesown any equity interests in the VIE. The VIE Agreements enable us to consolidate the financial results of the VIE in our consolidatedfinancial statements under generally accepted accounting principles in the U.S. (“U.S. GAAP”), and the structure involves unique risksto investors. The VIE structure provides contractual exposure to foreign investment in China-based companies. This is an offering of Class A Ordinary Shares of the offshore holding company in Cayman Islands, instead of shares of the VIE inChina. Therefore, you are not investing in and may never hold equity interests in the VIE. The VIE Agreements by and among TianDahai (Xiamen) Information Technology Co. Ltd. (the “WFOE”), the VIE, and the VIE’s shareholders include (i) certain power ofattorney agreements and equity interest pledge agreement, pursuant to which shareholders of the VIE pledged all of their equityinterests in the VIE to WFOE guarantee the performance of the VIE’s obligations under the exclusive technical consulting and serviceagreement; (ii) an exclusive technical consulting and service agreement which allows WFOE to receive substantially all of theeconomic benefits from the VIE; and (iii) certain exclusive equity interest purchase agreements which provide WFOE with anexclusive option to purchase all or part of the equity interests in and/or assets of the VIE when and to the extent permitted by the lawsof the People’s Republic of China (“PRC”). Through the VIE Agreements among WFOE, the VIE and the VIE’s shareholders, we aredeemed to have a controlling financial interest in, and be the primary beneficiary of, the VIE for accounting purposes only and