Axe Compute Inc美股招股说明书(2026-07-29版)

$1,000,000,000 Common StockPreferred StockWarrantsDebt SecuritiesUnits By this prospectus and an accompanying prospectus supplement, we may from time to time offer and sell, in one or more offerings, upto $1,000,000,000 in any combination of debt securities, common stock, preferred stock, warrants, units, or subscription rights. We will provide you with more specific terms of the securities offered by us in one or more supplements to this prospectus. You shouldread this prospectus and the applicable prospectus supplement carefully before you invest. We may offer these securities from time to time in amounts, at prices and on other terms to be determined at the time of offering. Wemay offer and sell these securities to or through underwriters, dealers or agents, or directly to investors, on a continuous or delayedbasis. The supplements to this prospectus will provide the specific terms of the plan of distribution. The price to the public of the securitieswe offer and the net proceeds we expect to receive from such sale will also be set forth in a prospectus supplement. Our common stock is listed on the Nasdaq Capital Market under the symbol “AGPU”. On July 17, 2026, the closing price of ourcommon stock as reported by the Nasdaq Capital Market was $6.87 per share. The aggregate market value of shares of our common stock held by non-affiliates, as of the date hereof is $76,604,347, which wascalculated based on 11,150,560 shares of our common stock outstanding held by non-affiliates and at a price of $6.87 per share, theclosing price of our common stock on July 17, 2026. An investment in our securities may be considered speculative and involves a high degree of risk, including the risk of a substantialloss of your investment. See “Risk Factors” on page 10 for more information on the risks you should consider before buying oursecurities. An investment in our securities is not suitable for all investors. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities, or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminaloffense. The date of this prospectus is July 29, 2026 TABLE OF CONTENTS ABOUT THIS PROSPECTUSCAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTSTHE COMPANYRISK FACTORSUSE OF PROCEEDSDESCRIPTION OF CAPITAL STOCKDESCRIPTION OF WARRANTSDESCRIPTION OF DEBT SECURITIESDESCRIPTION OF UNITSPLAN OF DISTRIBUTIONLEGAL MATTERSEXPERTSWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE ABOUT THIS PROSPECTUS This prospectus is part of a registration statement filed with the Securities and Exchange Commission (the “SEC”) using a “shelf”registration process. Under this shelf process, we may sell the securities described in this prospectus in one or more offerings. Thisprospectus provides you with a general description of the securities that may be offered. Each time we offer securities for sale, we willprovide a prospectus supplement that contains specific information about the terms of that offering. Any prospectus supplement mayalso add or update information contained in this prospectus. You should read both this prospectus and any prospectus supplementtogether with additional information described below under “Where You Can Find More Information” and “Information Incorporatedby Reference.” The registration statement that contains this prospectus (including the exhibits thereto) contains additional important information aboutus and the securities we may offer under this prospectus. Specifically, we have filed certain documents that establish the terms of thesecurities offered by this prospectus as exhibits to the registration statement. We will file certain other documents that establish theterms of the securities offered by this prospectus as exhibits to reports we file with the SEC. You may obtain copies of the registrationstatement and the other reports and documents referenced herein as described below under the heading “Where You Can Find MoreInformation.” You should rely only on the information contained or incorporated by reference in this prospectus and in any prospectus supplement.We have not authorized any other person to provide you with different information. If anyone provides you with different orinconsistent information, you should not rely on it. We are not making offers to sell or solicitations to buy the securities in anyjurisdiction in which an offer or solicitation is not authorized or in which the person making that offer or solicitation is not qualified todo so or to anyone to whom it is unlawful to make an offer or solicitation. You should not assume that the information in thisprospectus or any prospectus supplement, as well as the information we file or previously filed with the SEC that we incorporate byreference in this prospectus or any prospectus supplement, is accurate as of any date other than the date of such docum