您的浏览器禁用了JavaScript(一种计算机语言,用以实现您与网页的交互),请解除该禁用,或者联系我们。 [美股招股说明书]:西港燃料美股招股说明书(2026-06-23版) - 发现报告

西港燃料美股招股说明书(2026-06-23版)

2026-06-23 美股招股说明书 起风了
报告封面

Pursuant to this prospectus supplement and the accompanying prospectus, we are offering to an accredited investor 1,600,000 of ourcommon shares, no par value (the “Shares”) and pre-funded warrants to purchase 3,254,369 common shares (the “Pre-FundedWarrants”), including 3,254,369 of our common shares underlying the Pre-Funded Warrants. The combined offering price of each Share, together with an accompanying Private Warrant (as defined below) is $2.06. The combinedoffering price of each Pre-Funded Warrant, together with an accompanying Private Warrant is $2.05999, and the exercise price perunderlying share of the Pre-Funded Warrants is $0.00001 per share. Subject to limited exceptions, a holder of Pre-Funded Warrantswill not have the right to exercise any portion of its Pre-Funded Warrants if the holder, together with its affiliates, would beneficiallyown in excess of 9.99% of the number of common shares outstanding immediately after giving effect to such exercise. This prospectussupplement also relates to the offering of common shares issuable upon the exercise of such Pre-Funded Warrants. Subject to thelimitations described above, the Pre-Funded Warrants may be exercised at any time until exercised in full. In a concurrent private placement, we are also issuing to the purchaser of the Shares and the Pre-Funded Warrants private placementwarrants to purchase up to an aggregate of 4,854,369 common shares (the “Private Warrants”). The Private Warrants are immediatelyexercisable until the 2-year anniversary of the date of the share purchase agreement that was entered into on the date hereof, and theexercise price per underlying share of the Private Warrants is $2.06. The Private Warrants and the common shares upon the exercise ofthe Private Warrants (the “Private Warrant Shares”), are not being registered under the Securities Act of 1933, as amended, or theSecurities Act, pursuant to the registration statement of which this prospectus supplement and the accompanying prospectus form apart, nor are such Private Warrants or Private Warrant Shares being offered pursuant to such prospectus supplement and accompanyingprospectus. The Private Warrants are being offered pursuant to the exemption provided in Section 4(a)(2) of the Securities Act and/orRule 506(b) promulgated thereunder. The Private Warrants are being sold together with the common shares and Pre-Funded Warrantsbeing sold in this offering, and we will receive additional proceeds from the Private Warrants to the extent such Private Warrants areexercised for cash. There is no established trading market for the Pre-Funded Warrants, and we do not expect a market to develop. We do not intend toapply for a listing for the Pre-Funded Warrants on any securities exchange or other nationally recognized trading system. Without anactive trading market, the liquidity of the Pre-Funded Warrants will be limited. We engaged Craig-Hallum Capital Group LLC to act as our exclusive placement agent (the “Placement Agent”), in connection withthis offering. The Placement Agent is not purchasing the securities offered by us in this offering and is not required to arrange thepurchase or sale of any specific number or dollar amount of securities, but will use its reasonable best efforts to arrange for the sale ofthe securities offered. As of June 18, 2026, the aggregate market value of our outstanding common shares held by non-affiliates, or public float, wasapproximately $34,956,003, based on 17,395,734 common shares outstanding as of June 22, 2026, of which 1,928,476 shares wereheld by affiliates, and a price of $2.26 per share, which was the price at which our common shares were last sold on the Nasdaq onJune 18, 2026. We have not sold any securities pursuant to General Instruction I.B.5 of Form F-3 during the prior 12-calendar-monthperiod that ends on and includes the date of this prospectus. Accordingly, based on the foregoing, we are currently eligible underGeneral Instruction I.B.5 of Form F-3 to offer and sell securities having an aggregate offering price of up to approximately$11,652,001. Pursuant to General Instruction I.B.5 of Form F-3, in no event will we sell securities registered on this registrationstatement in a public primary offering with a value exceeding more than one-third of our public float in any 12-month period so longas our public float remains below $75 million. Our common shares are listed on the Nasdaq Global Select Market (the “Nasdaq”) under the symbol “WPRT” and on the TorontoStock Exchange (“TSX”) under the trading symbol “WPRT.” On June 22, 2026, the last reported sale price of our common shares onthe Nasdaq was $2.04 per share and on the TSX was C$2.88 per share. We are a “foreign private issuer” as defined under the U.S. federal securities laws and, as such, may elect to comply with certainreduced public company disclosure and reporting requirements. Investing in our securities involves risks. Please read “Risk Factors” beginning on page