High-Trend International Group-A美股招股说明书(2026-05-14版)

HIGH-TREND INTERNATIONAL GROUP 2,307,700 Class A Ordinary Shares We are offering 2,307,700 of our Class A ordinary shares, par value $0.0025 (“Class A Ordinary Shares”)in a registered directoffering (the “Offering”)to certain purchasers pursuant to this prospectus supplement and the accompanying prospectus. The purchaseprice of each Class A Ordinary Share is $6.50. The securities are being sold in this Offering to certain purchasers under pursuant to thatcertain securities purchase agreement, dated as of May 12, 2026 (the “Purchase Agreement”), by and among us and the purchasersidentified on the signature pages thereto. Our Class A Ordinary Shares are listed on the Nasdaq Capital Market under the symbol “HTCO.” On May 12, 2026, the last reportedsale price for a Class A Ordinary Share on the Nasdaq Capital Market was $11.28. We have engaged A.G.P./Alliance Global Partners to act as our exclusive placement agent (the “Placement Agent”) in connection withthe securities offered by this prospectus supplement. The Placement Agent is not purchasing or selling any of the securities we areoffering, and the Placement Agent is not required to arrange the purchase or sale of any specific number of securities or dollar amount. We have agreed to pay to the Placement Agent certain cash fees set forth in the table below, which assumes that we sell all of thesecurities offered by this prospectus supplement. See “Plan of Distribution” on pageS-15 of this prospectus supplement for moreinformation regarding these arrangements. Offering pricePlacement agent’s fees(1) (1)Includes a cash fee, equal to 7.0% of the gross proceeds raised in this Offering, to be paid to the Placement Agent,. We have alsoagreed to reimburse the Placement Agent for certain expenses incurred in connection with this Offering. See “Plan ofDistribution” for a complete description of the compensation to which the Placement Agent is entitled. Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page S-5 of this prospectussupplement and in the documents incorporated by reference in this prospectus supplement and the accompanying prospectus.None of the Securities and Exchange Commission or any state securities commission has approved or disapproved of thesecurities being offered by this prospectus supplement or accompanying prospectus or determined if this prospectussupplement or accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Delivery of the securities offered hereby is expected to be made on or about May 14, 2026, subject to satisfaction of customary closingconditions. A.G.P. The date of this prospectus supplement is May 12, 2026 TABLE OF CONTENTS PageABOUT THIS PROSPECTUS SUPPLEMENTS-iiCAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTSS-iiiPROSPECTUS SUMMARYS-1THE OFFERINGS-4RISK FACTORSS-5USE OF PROCEEDSS-9DILUTIONS-10DESCRIPTION OF SECURITIES WE ARE OFFERINGS-11PLAN OF DISTRIBUTIONS-15LEGAL MATTERSS-21EXPERTSS-21WHERE YOU CAN FIND MORE INFORMATIONS-23INCORPORATION OF DOCUMENTS BY REFERENCES-22 PROSPECTUS ABOUT THIS PROSPECTUSiiSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSiiiPROSPECTUS SUMMARY1RISK FACTORS7USE OF PROCEEDS7GENERAL DESCRIPTION OF THE SECURITIES WE MAY OFFER7DESCRIPTION OF SHARE CAPITAL8DESCRIPTION OF DEBT SECURITIES18DESCRIPTION OF WARRANTS20DESCRIPTION OF SUBSCRIPTION RIGHTS22DESCRIPTION OF UNITS23PLAN OF DISTRIBUTION23TAXATION26LEGAL MATTERS26EXPERTS26ENFORCEABILITY OF CIVIL LIABILITIES26DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES26WHERE YOU CAN FIND MORE INFORMATION27INFORMATION INCORPORATED BY REFERENCE27 Youshould rely only on the information contained or incorporated by reference in this prospectus supplement oraccompanying prospectus. We have not authorized any person to provide you with different or additional information. Ifanyone provides you with different or inconsistent information, you should not rely on it. This prospectus supplement is not anoffer to sell securities, and it is not soliciting an offer to buy securities in any jurisdiction where the offer or sale is notpermitted. You should assume that the information appearing in this prospectus supplement or accompanying prospectus, aswell as information we have previously filed with the SEC and incorporated by reference, is accurate as of the date on the frontof those documents only. Our business, financial condition, results of operations and prospects may have changed since thosedates. ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement is part of a registration statement that we filed with the SEC utilizing a “shelf” registration process. Underthe shelf registration statement process, we may from time to time offer our Class A Ordinary Shares, preferred shares, debt securities,warrants to purchase Class A ordinary shares or debt securities, rights to purchase Class A Ordinary Shares, and units of Cla