罗科仕美股招股说明书(2026-06-04版)

[●] Class A Ordinary SharesPre-Funded Warrants to Purchase up to [●] Class A Ordinary SharesUp to [●] Class A Ordinary Shares Underlying Pre-Funded WarrantsOrdinary Warrants to Purchase up to [●] Class A Ordinary SharesUp to [●] Class A Ordinary Shares Underlying Ordinary Warrants Pursuant to this prospectus supplement and the accompanying prospectus, Lucas GC Limited, a Cayman Islands exempted company with limited liability(the “Company,” “our company,” “we,” “us,” and “our”) is offering to certain investors (the “Purchasers”) (i) [●] Class A ordinary shares, par value $0.0002 pershare (the “Class A Ordinary Shares”), (ii) pre-funded warrants to purchase up to [●] Class A Ordinary Shares (each a “Pre-Funded Warrant” and collectively, the“Pre-Funded Warrants”), exercisable at an initial exercise price of US$0.001 per share, and (iii) ordinary warrants to purchase [●] Class A Ordinary Shares (each an“Ordinary Warrant” and collectively, the “Ordinary Warrants;” together with the Pre-Funded Warrants, each a “Warrant” and collectively, the “Warrants”) topurchase up to [●] Class A Ordinary Shares, exercisable at an initial exercise price of US$ [●] per share. Each Class A Ordinary Share and accompanying OrdinaryWarrant is offered at a price of US$[●] per share, and each Pre-Funded Warrant and accompanying Ordinary Warrant is offered at an offering price of US$[●] each,which equals the price per Class A Ordinary Share being sold to the Purchasers in this offering, minus US$0.001. Subject to limited exceptions, a holder of Warrants will not have the right to exercise any portion of its Warrants if the holder (together with the holder’saffiliates, and any other persons acting as a group together with the holder or any of the holder’s affiliates) would beneficially own in excess of 4.99% (or, at theelection of the holder, 9.99%) of the number of Class A Ordinary Shares outstanding immediately after giving effect to such exercise. The Ordinary Warrants will be immediately exercisable and expire on the six month anniversary of the initial exercise date. In addition, at 9:00 a.m.Eastern time on [●], 2026 (the “Reset Date”), the exercise price of the Ordinary Warrants will be reset to reflect a price equal US$[●] (or [●]% of the initialexercise price), while the number of shares issuable upon exercise will be increased such that the aggregate exercise price of the Ordinary Warrants on the issuancedate for the Class A Ordinary Shares underlying the Ordinary Warrants then outstanding shall remain unchanged. We are also offering to certain purchasers whose purchase of Class A Ordinary Shares and Ordinary Warrants in this offering would otherwise result in thepurchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the purchaser, 9.99%) of ouroutstanding Class A Ordinary Shares immediately following the consummation of this offering, the opportunity to purchase, if any such purchaser so chooses inlieu of Class A Ordinary Shares, Pre-Funded Warrants. The purchase price of each Pre-Funded Warrant and accompanying Ordinary Warrant will be equal to thepublic offering price for each Class A Ordinary Share and accompanying Ordinary Warrant in this offering, minus US$0.001, and the exercise price of each Pre-Funded Warrant is US$0.001 per share. The Pre-Funded Warrants will be immediately exercisable and may be exercised at any time until all of the Pre-FundedWarrants are exercised in full. The Class A Ordinary Shares and Pre-Funded Warrants, and the accompanying Ordinary Warrants, as the case may be, can only be purchased together inthis offering but will be issued separately and will be immediately separable upon issuance. Pursuant to the registration statement related to this prospectussupplement, we are also registering the Class A Ordinary Shares issuable upon exercise of the Ordinary Warrants and Pre-Funded Warrants offered hereby. See“Description of Securities We are Offering” for more details on the terms of the Warrants. Our Class A Ordinary Shares are listed on The Nasdaq Capital Market (“Nasdaq”) under the symbol “LGCL.” On [●], 2026, the closing price of our ClassA Ordinary Shares was $[●] per share. There is no established trading market for the Warrants, and we do not intend to apply for listing of the Warrants on anynational securities exchange. We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 and have elected to comply with certain reducedpublic company reporting requirements. We are also a “foreign private issuer” as defined in the Securities and Exchange Act of 1934, as amended. See “OurCompany—Implications of Being an Emerging Growth Company” and “—Implications of Being a Foreign Private Issuer Status” in our most recent Annual Reporton Form 20-F, incorporated herein by reference. We are not a Chinese operating company but a Cayman Islands holding company with operations mainly conduct