雷特控股美股招股说明书(2026-06-22版)

3,149,832 Ordinary Shares RAYTECH HOLDING LIMITED This is an offering of the securities of Raytech Holding Limited (“the Company”), a British Virgin Islandsholding company. We are offering 3,149,832 ordinary shares, par value of US$0.0001 per share (“OrdinaryShare”), pursuant to this prospectus supplement and the accompanying prospectus. Our Ordinary Shares are currently listed on the Nasdaq Capital Market, or “Nasdaq,” under the symbol“RAY.” On June 17, 2026, the closing price of our Ordinary Shares on the Nasdaq Capital Market was US$3.22per Ordinary Share. Two of the investors in this offering are affiliates of certain of our directors and our largest shareholder.We are a foreign private issuer and are relying on the home country practice exemption set forth under NasdaqListing Rule 5615(a)(3) in lieu of the shareholder approval requirements of Nasdaq Listing Rule 5635 inconnection with this offering and the participation of such affiliated investors. See “Risk Factors — Three of ourdirectors and our largest shareholder have indirect interests in this offering” and “Plan of Distribution —Affiliate Investor Participation.” Investing in our securities involves risks. You should read “Risk Factors” beginning on page S-5 ofthisprospectus supplement,page 6 of the accompanying prospectus and“Item 3.KeyInformation—D.Risk Factors” in the 2025 Annual Report before investing in our securities. We have engaged CBC Securities Inc. (the “Placement Agent”) to act as our exclusive placement agent inconnection with this offering. The Placement Agent has agreed to use its reasonable best efforts to arrange forthe sale of the securities offered by this prospectus supplement. The Placement Agent is not purchasing orselling any of the securities we are offering and the Placement Agent is not required to arrange the purchase orsale of any specific number or dollar amount of securities. As compensation for the services rendered, we willpay the Placement Agent a transaction fee of US$50,000. (1)Representing a fixed cash transaction fee of US$50,000 payable to the Placement Agent at closing. No separate orincremental placement agent fee will be paid in respect of Ordinary Shares purchased by Fortune Genesis HoldingsLimited or WK Frater Holdings Limited. We have also agreed to reimburse the Placement Agent for out-of-pocketexpenses of up to US$5,000. See “Plan of Distribution” on pageS-12for additional information regarding thecompensation payable to the Placement Agent. Neither the U.S.Securities and Exchange Commission nor any state securities commission nor anyother regulatory body has approved or disapproved of these securities or determined if this prospectussupplement is truthful or complete. Any representation to the contrary is a criminal offense. The date of this prospectus supplement is June 18, 2026. TABLE OF CONTENTS Prospectus Supplement PageABOUT THIS PROSPECTUS SUPPLEMENTS-iiCOMMONLY USED DEFINED TERMSS-iiiCAUTIONARY NOTEREGARDING FORWARD-LOOKING STATEMENTSS-ivPROSPECTUS SUPPLEMENT SUMMARYS-1RISK FACTORSS-5CAPITALIZATIONS-8DILUTIONS-9USE OF PROCEEDSS-10DESCRIPTION OF SECURITIES WE ARE OFFERINGS-11PLAN OF DISTRIBUTIONS-12TAXATIONS-15INCORPORATION OF DOCUMENTS BY REFERENCES-16LEGAL MATTERSS-17EXPERTSS-17WHERE YOU CAN FIND ADDITIONAL INFORMATIONS-17 Prospectus PageABOUT THIS PROSPECTUSiiSPECIAL NOTE ON FORWARD-LOOKING STATEMENTSivPROSPECTUS SUMMARY1RISK FACTORS6OFFER STATISTICS AND EXPECTED TIMETABLE7CAPITALIZATION AND INDEBTEDNESS8DILUTION9USE OF PROCEEDS10DESCRIPTION OF SHARES11DESCRIPTION OF WARRANTS21DESCRIPTION OF RIGHTS23DESCRIPTION OF UNITS24PLAN OF DISTRIBUTION25TAXATION28ENFORCEABILITY OF CIVIL LIABILITIES29INCORPORATION OF DOCUMENTS BY REFERENCE31EXPENSES32LEGAL MATTERS33EXPERTS33WHERE YOU CAN FIND MORE INFORMATION ABOUT US33 Table of Contents ABOUT THIS PROSPECTUS SUPPLEMENT We filed with the SEC a registration statement on FormF-3 (File No.333-290696) initially on October3,2025, utilizing a shelf registration process relating to the securities described in this prospectus supplement,which registration statement was declared effective by the SEC on December18, 2025. Under this shelfregistration process, we may, from time to time, in one or more offerings, offer and sell up to US$500,000,000of any combination, together or separately, of our Ordinary Share, warrants, rights, and units as described in theaccompanying prospectus. This document is in two parts. The first part is this prospectus supplement, which describes the specificterms of this offering and also adds to and updates information contained in the accompanying prospectus andthe documents incorporated by reference into the prospectus supplement. The second part, the accompanyingprospectus, gives more general information, some of which does not apply to this offering. You should read thisentire prospectus supplement as well as the accompanying prospectus and the documents incorporated byreference that are described under “Incorpo