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直订科技美股招股说明书(2026-04-01版)

2026-04-01 美股招股说明书 木子学长v3.5
报告封面

Filed pursuant to Rule 424(b)(3)Under the Securities Act of 1933, as amendedRegistration No. 333-292662 PROSPECTUS SUPPLEMENT NO. 1(to Prospectus dated February 4, 2026) DirectBooking Technology Co., Ltd. This prospectus supplement No. 1 supplements and amends the prospectus dated February 4, 2026 (the “Prospectus”), which forms apart of our Registration Statement on Form F-3 (Registration No. 333-292662), relating to the offer and sale by the sellingshareholders identified in the Prospectus of up to 60,815,975 Class A Ordinary Shares (3,800,999 Class A Ordinary Shares after givingeffect to a 1-for-16 reverse stock split of the Company’s ordinary shares that became effective on February 19, 2026 (the “ReverseSplit”)). We will not receive any proceeds from the resale of the securities offered by the Prospectus and this prospectus supplement. This prospectus supplement should be read in conjunction with the Prospectus. This prospectus supplement updates and supplementsthe information contained in the Prospectus. To the extent there is any inconsistency between the information contained in theProspectus and this prospectus supplement, you should rely on the information contained in this prospectus supplement. Thisprospectus supplement is not complete without, and may not be delivered or utilized except in connection with, the Prospectus. Pleasekeep this prospectus supplement with your Prospectus for future reference. Our Class A Ordinary Shares are listed on the Nasdaq Capital Market under the symbol “ZDAI.” On March 31, 2026, the last reportedsale price of our Class A Ordinary Shares was $3.52 per share. Investing in our securities involves a high degree of risk. You should carefully review the risks and uncertainties incorporatedby reference in the Prospectus under the heading “Risk Factors” on page 7 of the Prospectus and under similar headings in theother documents incorporated by reference therein. Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or passed upon the accuracy or adequacy of the Prospectus or this prospectus supplement. Any representationto the contrary is a criminal offense. We are filing this prospectus supplement to revise the numbers of resale shares and beneficial ownership after this offering set forth inthe “Selling Shareholders” table on page 20 of the Prospectus. Other than the changes described herein, this prospectus supplementdoes not affect any other information set forth under the caption “Selling Shareholders” in the Prospectus. The share numbers set forthin the amended and supplemented Selling Shareholder Table contained in this prospectus supplement do not give effect to the ReverseSplit. The Selling Shareholder Table is hereby amended and supplemented by revising the information set forth in the row for DataVisionIntelligence Co., Ltd. to reflect that the number of resale shares by such selling shareholder is 3,682,641, and the beneficial ownershipof such selling shareholder after the offering is 2.02%. (1)Visionetic Perception Co., Ltd.’s ultimate control person is Donghui Liu, a Chinese individual and its sole director. Donghui Liu’sresidential address is RM D5, 5/F, King Yip Factory Building, No. 59 King Yip Street, Kwun Tong, Hong Kong.(2)OceanStar ECommerce Co., Ltd.’s ultimate control person is Yanqiu Guan, a Chinese individual and its sole director. YanqiuGuan’s residential address is RM C05, Flat A, 2/F, Tontex Ind Building, 2-4 Sheung Hei Street, San Po Kong, Hong Kong.(3)LiberArts EduVision Group Co., Ltd.’s ultimate control person is Shuli Zang, a Chinese individual and its sole director. ShuliZang’s residential address is Flat 1019B, 10/F, Liven House, No. 61-63 King Yip Street, Kwun Tong, Hong Kong.(4)HuaMaoTong International Trading Co., Ltd.’s ultimate control person is Yanting Wu, a Chinese individual and its sole director.Yanting Wu’s residential address is Room 602, 6th Floor, Kai Yue Commercial Building, 2C Argyle Street, Mong Kok, Kowloon,Hong Kong.(5)NovaSphere Global Investments Co., Ltd.’s ultimate control person is Menghai Liu, a Chinese individual and its sole director.Menghai Liu’s residential address is No. 5-16, Group 1, Dongtai Village, Qixingpao Town, Baoqing County, HeilongjiangProvince, the People’s Republic of China.(6)NeuroSphere Future Co., Ltd.’s ultimate control person is Yanjun Jiang, a Chinese individual and its sole director. Yanjun Jiang’sresidential address is Rm H 11, 1/F, Kaiser Est Phase 2, No. 51 Man Yue Street, Hung Hom, Hong Kong.(7)DataVision Intelligence Co., Ltd.’s ultimate control person is Lili Yao, a Chinese individual and its sole director. Lili Yao’sresidential address is Rm 01, 26th Floor, Working View Comm Building, 21 Yiu Wah Street, Causeway Bay, Hong Kong.(8)Navigators Capital Management Co., Limited’s ultimate control person is Xianzhi Liu, a Chinese individual and its sole director.Xianzhi Liu’s residential address i