Rocket One Inc美股招股说明书(2026-07-31版)

Up to $5,257,000Common Stock Rocket One Inc. This Amendment No. 3 to prospectus supplement (“Amendment No. 3”) amends and supplements the information in the prospectus,dated December 4, 2025, filed as a part of our registration statement on Form S-3 (File No. 333-291566), as supplemented by ourprospectus supplement dated April 16, 2026, as amended by the prospectus supplement Amendment No. 1, dated May 27, 2026 andthe prospectus supplement Amendment No. 2, dated June 3, 2026 (collectively, the “Prior Prospectuses”). This Amendment No. 3should be read in conjunction with the Prior Prospectuses, and is qualified by reference thereto, except to the extent that theinformation herein amends or supersedes the information contained in the Prior Prospectuses. This Amendment No. 3 is not completewithout, and may only be delivered or utilized in connection with, the Prior Prospectuses, and any future amendments or supplementsthereto. We filed the Prior Prospectuses to register the offer and sale of our common stock, par value $0.0001 per share, from time to timepursuant to the terms of that certain Sales Agreement dated November 8, 2024 with H.C. Wainwright & Co., LLC (the “Sales Agent”or “Wainwright”) dated November 8, 2024, (the “Sales Agreement”). Since our entry into the Sales Agreement, we have offered and sold an aggregate of 9,825,684 shares of common stock for grossproceeds of approximately $13.56 million pursuant to the Sales Agreement. We are filing this Amendment to supplement the Prior Prospectuses to increase the aggregate amount we intend to sell pursuant to theSales Agreement. As of the date of this Amendment, we are offering up to an additional $5,257,000 of our common stock for saleunder the Sales Agreement, not including the shares of common stock previously sold pursuant to the Sales Agreement. As of the date of this Amendment, the aggregate market value of our common stock held by non-affiliates of our public float wasapproximately $54,043,646 based on a total number of 24,897,581 shares of common stock outstanding, of which 24,343,985 sharesof common stock were held by non-affiliates, at a price of $2.22 per share, the closing sales price of our common stock on June 2,2026, which is the highest closing price of our common stock on The Nasdaq Capital Market within the prior 60 days. We have soldapproximately $12,757,165 of securities pursuant to General Instruction I.B.6 of Form S-3 during the prior 12-calendar month periodthat ends on and includes the date of this prospectus supplement (excluding this offering). Accordingly, based on the foregoing, we arecurrently eligible under General Instruction I.B.6 of Form S-3 to offer and sell shares of our Common Stock having an aggregateoffering price of up to approximately $5,257,000. Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sell securitiesin a public primary offering with a value exceeding one-third of our public float in any 12-month period so long as our public floatremains below $75.0 million. Our common stock is listed on The Nasdaq Capital Market under the symbol “RKTO.” On July 27, 2026, the last reported sale price ofour common stock was $0.7717 per share. Investing in our common stock involves a high degree of risk. See “Risk Factors” beginning on page S-5 of the prospectussupplement dated April 16, 2026, page 8 of the accompanying base prospectus and under similar headings in the documentsincorporated by reference into this prospectus supplement and the accompanying base prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or determined if this prospectus supplement or the accompanying base prospectus is truthful or complete. Anyrepresentation to the contrary is a criminal offense. H.C. Wainwright & Co. The date of this prospectus supplement is July 31, 2026