燃料电池能源美股招股说明书(2026-07-21版)

12,000,000 Shares of Common StockIssuable Upon Exercise of Warrants Held by the SellingStockholder Named Herein This prospectus supplement relates to the resale from time to time of up to 12,000,000 shares of ourcommon stock, par value $0.0001 per share (“Common Stock”), by FIT Energy USA LP (“FIT” or the“selling stockholder”) that are issuable upon the exercise of warrants (the “Warrants”) issued to FITpursuant to that certain Warrant Agreement, dated as of June22, 2026 (the “Warrant Agreement”), betweenus and FIT. We are registering the resale of these shares of Common Stock to satisfy certain registrationrights we granted to FIT pursuant to that certain Registration Rights Agreement, dated as of June22, 2026(the “Registration Rights Agreement”), between us and FIT. We will not receive any of the proceeds fromthe sale of shares of Common Stock by the selling stockholder; however, we will receive cash proceedsfrom the exercise price paid upon any exercise of the Warrants. The 12,000,000 shares of our Common Stock being registered for resale hereunder consist of threetranches, each representing the right to purchase 4,000,000 shares of Common Stock at an exercise price of$26.44 per share (the “Strike Price”), subject to adjustment. The Warrants are subject to performance-basedvesting tied to FIT’s payment of non-refundable deposits under a Capital Equipment Purchase Agreement,dated as of June22, 2026 (the “CEPA”), between us and FIT in connection with phases 1, 2 and 3 under theCEPA. Any Warrant that has not vested as of June22, 2028 will automatically terminate and be cancelled.Once a tranche of Warrants has vested, that tranche will expire if not exercised within 24months followingthe applicable vesting date. The selling stockholder may offer and sell from time to time the shares of Common Stock described inthis prospectus supplement and the accompanying prospectus through one or more underwriters, dealers andagents, or directly to purchasers, or through a combination of these methods. If any underwriters, dealers oragents are involved in the sale of any of the shares of Common Stock, their names and any applicablepurchase price, fee, commission or discount arrangement between or among them will be set forth, or willbe calculable from the information set forth, in the applicable prospectus supplement. See the sections ofthis prospectus supplement entitled “About this Prospectus Supplement,” “Use of Proceeds” and “Plan ofDistribution” for more information. No securities may be sold without delivery of this prospectussupplement and the accompanying prospectus describing the method and terms of the offering of suchsecurities. Our Common Stock is listed on The Nasdaq Global Market under the symbol “FCEL.” On July20,2026, the last reported sale price of our Common Stock on The Nasdaq Global Market was $19.84 per share. Investing in our securities involves risks. See the “Risk Factors” on pageS-6of thisprospectus supplement, in the similar section contained in the accompanying prospectus andin the documents incorporated by reference in this prospectus supplement concerning factorsyou should consider before investing in our securities. Neither the Securities and Exchange Commission nor any state securities commission has approved ordisapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement or theaccompanying prospectus. Any representation to the contrary is a criminal offense. The date of this prospectus supplement is July21, 2026. TABLE OF CONTENTS ABOUT THIS PROSPECTUS SUPPLEMENTS-1WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCES-3THE COMPANYS-5RISK FACTORSS-6FORWARD-LOOKING STATEMENTSS-7USE OF PROCEEDSS-8SELLING STOCKHOLDERS-9PLAN OF DISTRIBUTIONS-11LEGAL MATTERSS-19EXPERTSS-19ABOUT THIS PROSPECTUS1FORWARD-LOOKING STATEMENTS1INCORPORATION BY REFERENCE2OUR COMPANY3RISK FACTORS4USE OF PROCEEDS4THE SECURITIES WE MAY OFFER4DESCRIPTION OF CAPITAL STOCK5DESCRIPTION OF DEBT SECURITIES12DESCRIPTION OF WARRANTS20DESCRIPTION OF UNITS21SELLING SECURITY HOLDERS22PLAN OF DISTRIBUTION23LEGAL MATTERS25EXPERTS25WHERE YOU CAN FIND ADDITIONAL INFORMATION25 ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement is part of a registration statement that we have filed with the Securities andExchange Commission, or SEC, which became automatically effective upon filing, utilizing a “shelf”registration process, and relates to the offering of our Common Stock. Before buying any of the shares ofCommon Stock that the selling stockholder is offering, we urge you to carefully read this prospectussupplement, the accompanying prospectus and all of the information incorporated by reference herein andtherein, as well as the additional information described under the heading “Where You Can Find MoreInformation; Incorporation by Reference.” These documents contain important information that you shouldconsider when making your investment decision. We and the selling stoc