We have entered into a sales agreement (the "Sales Agreement") with AC Sunshine Securities LLC ("AC Sunshine" or the "Sales Agent"), dated June 4, 2026, relating to the sale of our Class A ordinary shares, par value $0.000012 per share ("Class A Ordinary Shares"), offered by this prospectus supplement and the accompanying prospectus. In accordance with the terms of the Sales Agreement, we may offer and sell our Class A Ordinary Shares, having an aggregate offering price of up to $194,999,999.75 from time to time through or to AC Sunshine as sales agent or principal.

 

Sales of our Class A Ordinary Shares, if any, under this prospectus supplement may be made in sales deemed to be "at the market offerings" as defined in Rule 415 promulgated under the Securities Act of 1933, as amended (the "Securities Act"). AC Sunshine is not required to sell any specific number or dollar amount of securities, but will act as a sales agent using commercially reasonable efforts consistent with its normal trading and sales practices, on mutually agreed terms between AC Sunshine and us. There is no arrangement for funds to be received in any escrow, trust or similar arrangement.

 

AC Sunshine will be entitled to compensation at a commission rate of 3.5% of the gross sales price per share sold pursuant to the terms of the Sales Agreement. See "Plan of Distribution" beginning on page S-9 for additional information regarding the compensation to be paid to AC Sunshine in connection with the sale of the Class A Ordinary Shares on our behalf, AC Sunshine will be deemed to be an "underwriter" within the meaning of the Securities Act, and the compensation of AC Sunshine will be deemed to be underwriting commissions or discounts. We also have agreed to provide indemnification and contribution to AC Sunshine with respect to certain liabilities, including liabilities under the Securities Act or the Exchange Act of 1934, as amended (the "Exchange Act").