Ichor Holdings Ltd美股招股说明书(2026-05-18版)

Up to $200,000,000Ordinary Shares ICHOR HOLDINGS, LTD. We have entered into a sales agreement with TD Securities (USA) LLC, Stifel, Nicolaus & Company, Incorporated,Needham & Company, LLC, and Craig-Hallum Capital Group LLC (each, an “Agent” and collectively, the “Agents”), assales agents relating to our ordinary shares, par value $0.0001 per share, offered by this prospectus supplement and theaccompanying prospectus. In accordance with the terms of the sales agreement, we may offer and sell our ordinaryshares having an aggregate offering price of up to $200,000,000 from time to time through the Agents acting as ouragents or principals. Our ordinary shares are listed on The Nasdaq Global Select Market under the symbol “ICHR”. The last reported sale priceof our ordinary shares on The Nasdaq Global Select Market on May15, 2026 was $73.27 per share. Sales of our ordinary shares, if any, under this prospectus supplement and the accompanying prospectus will be made innegotiated transactions, including block trades or block sales, or by any method permitted by law deemed to be an “at-the-market offering” as defined in Rule 415 promulgated under the Securities Act of 1933, as amended (the “Securities Act”),including without limitation sales made through The Nasdaq Global Select Market or any other trading market for ourordinary shares, or by any other method permitted by law. The Agents are not required to sell any specific amount ofsecurities, but will act as our sales agents using commercially reasonable efforts consistent with their normal trading andsales practices, on mutually agreed terms between the Agents and us. There is no arrangement for funds to be received inany escrow, trust or similar arrangement. The compensation to the Agents for sales of our ordinary shares sold pursuant to the sales agreement will be an amountof up to 3.0% of the gross proceeds of any ordinary shares sold under the sales agreement. In connection with the sale ofour ordinary shares on our behalf, each of the Agents may be deemed to be an “underwriter” within the meaning of theSecurities Act and the compensation to the Agents may be deemed to be underwriting commissions or discounts. Wehave also agreed to provide indemnification and contribution to the Agents with respect to certain liabilities, includingliabilities under the Securities Act or the Securities Exchange Act of 1934, as amended. Our business and an investment in our ordinary shares involve significant risks. These risks are described underthe caption “Risk Factors” beginning on pageS-7of this prospectus supplement and in the documentsincorporated by reference into this prospectus supplement. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is acriminal offense. Prospectus Supplement dated May18, 2026 Table of Contents PageABOUT THIS PROSPECTUS SUPPLEMENTS-1PROSPECTUS SUPPLEMENT SUMMARYS-3THE OFFERINGS-5CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSS-6RISK FACTORSS-7USE OF PROCEEDSS-10MATERIAL TAX CONSIDERATIONSS-11PLAN OFDISTRIBUTION (CONFLICTSOF INTEREST)S-18LEGAL MATTERSS-20EXPERTSS-20WHERE YOU CAN FIND MORE INFORMATIONS-20INCORPORATION OF CERTAIN INFORMATION BY REFERENCES-21 ProspectusTable of Contents PageABOUT THIS PROSPECTUS1THE COMPANY2RISK FACTORS3FORWARD-LOOKING STATEMENTS4USE OF PROCEEDS5DESCRIPTION OF OUR SHARE CAPITAL6DESCRIPTION OF WARRANTS20PLAN OF DISTRIBUTION22LEGAL MATTERS26EXPERTS26WHERE YOU CAN FIND MORE INFORMATION26INCORPORATION OF CERTAIN INFORMATION BY REFERENCE27 ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying prospectus are part of an automatic “shelf” registration statement onForm S-3 that we filed with the Securities and Exchange Commission (the “SEC”) as a “well-known seasoned issuer” asdefined in Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”). Under this “shelf” registrationprocess, we may, from time to time, offer and sell any combination of the securities described in the accompanyingprospectus in one or more offerings. Under this prospectus supplement, we may from time to time offer and sell ourordinary shares having an aggregate offering price of up to $200,000,000 at prices and on terms to be determined bymarket conditions at the time of the offering. Before buying any of the ordinary shares that we are offering, we urge you tocarefully read this prospectus supplement and the accompanying prospectus, together with the information incorporatedby reference as described under the headings “Where You Can Find More Information” and “Incorporation of CertainInformation by Reference” in this prospectus supplement. These documents contain important information that you shouldconsider when making your investment decision. This document is in two parts. The first part is this prospectus su