利邦厨具美股招股说明书(2026-07-07版)

We previously entered into the Original Sales Agreement, dated February 13, 2026, with the Sales Agent, relating to the sale of our Class A Ordinary Shareshaving an aggregate offering price of up to $20,000,000 from time to time through or to the Sales Agent acting as sales agent and/or principal. On June 11, 2026, weentered into the Amendment No. 1 with the Sales Agent, relating to the sale of our Class A Ordinary Shares having an aggregate offering price of up to $60,000,000 fromtime to time through or to the Sales Agent acting as sales agent and/or principal. This Prospectus Supplement, together with the accompanying prospectus, relates to ourClass A Ordinary Shares that may be offered and sold under the Sales Agreement. In accordance with the terms of the SalesAgreement and under this ProspectusSupplement, we may offer and sell our Class A Ordinary Shares having an aggregate offering price of up to $60,000,000 from time to time through or to the Sales Agent,as agent or principal, of which $9.3 million of shares had been sold as of the date of this Prospectus Supplement, subject to certain settlement conditions thereto. Sales of our Class A Ordinary Shares, if any, under this Prospectus Supplement will be made by any method permitted that is deemed an “at the market offering”as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended (the “Securities Act”). Subject to the terms of the Sales Agreement, the Sales Agent is notrequired to sell any specific amount, but will act as our sales agent using commercially reasonable efforts consistent with its normal trading and sales practices. There isno arrangement for funds to be received in an escrow, trust or similar arrangement. The Sales Agent will be entitled to compensation at a commission rate of three and half percent (3.5%) of the gross sales price of any Class A Ordinary Sharessold under the Sales Agreement. In connection with the sale of Class A Ordinary Shares on our behalf, the Sales Agent will be deemed to be an “underwriter” within themeaning of the Securities Act, and the compensation of the Sales Agent will be deemed to be underwriting commissions or discounts. We have also agreed to provideindemnification and contribution to the Sales Agent with respect to certain liabilities, including civil liabilities under the Securities Act. See “Plan of Distribution”beginning on page S-18 for additional information regarding the compensation to be paid to the Sales Agent. Our Class A Ordinary Shares are listed on The Nasdaq Capital Market (“Nasdaq”) under the symbol “LBGJ.” On July 6, 2026, the closing price of our Class AOrdinary Shares on Nasdaq was $1.26 per share. On February 13, 2026, the highest closing price of our Class A ordinary shares (then par value $0.0001 per share) during the last 60 days was $0.8814 per shareas reported on the Nasdaq Capital Market on February 2, 2026, and the aggregate market value of our total issued and outstanding Class A Ordinary Shares held by non-affiliates, or public float, was approximately US$108.7 million, calculated based on 123,312,000 outstanding Class A ordinary shares (then par value $0.0001 per share)held by non-affiliates. We are therefore currently not subject to the limitations under General Instruction I.B.5. of Form F-3 until the filing date of our next annual reporton Form 20-F for the fiscal year ending June 30, 2026. Our issued share capital is a dual-class share structure consisting of Class A Ordinary Shares and Class B ordinary shares of par value of US$0.00001 each(“Class B Ordinary Shares”). Class A Ordinary Shares are the only class of ordinary shares being offered under this Prospectus Supplement and the accompanyingprospectus. Holders of Class A Ordinary Shares and Class B Ordinary Shares have the same rights except for the voting right and the conversion right. At any generalmeeting, each Class A Ordinary Share shall entitle the holder thereof to one (1) vote on all matters subject to vote at general meetings of the Company and each Class BOrdinary Share shall entitle the holder thereof to fifteen (15) votes on all such matters. Class A Ordinary Shares are not convertible into Class B Ordinary Shares underany circumstances. Class B Ordinary Shares are convertible into Class A Ordinary Shares on a one for one basis at the option of the holder of such Class B OrdinaryShares. As of the date of this Prospectus Supplement, Mr. Huang Feng, our chief executive officer and chairman of the board of directors, and Ms. Li Funa, our directorand the spouse of Mr. Huang, beneficially own all of our issued and outstanding Class B Ordinary Shares, representing approximately 65.2% of the aggregate votingpower of our total issued and outstanding share capital. Investing in our securities involves a high degree of risk. Please carefully consider the risks discussed under “Risk Factors” beginning on page S-14 ofthe Prospectus Supplement, in the accompanying prospectus, and any risk factors