424B5 1 ea0291808-424b5_epower.htm PROSPECTUS SUPPLEMENT

Filed pursuant to Rule 424(b)(5)

Registration No. 333-272386

Prospectus Supplement

(To Prospectus dated August 9, 2023)

3,600,000 Class A Ordinary Shares

E-Power Inc.

This is an offering of the securities of E-Power Inc. (formerly known as Sunrise New Energy Co., Ltd.), a Cayman Islands exempted company with limited liability. The securities offered in this offering are securities of E-Power Inc., the holding company incorporated under the laws of the Cayman Islands, not a Chinese operating company. Unless otherwise stated, as used in this prospectus supplement, references to “we,” “us,” “our,” and the “Company” are to E-Power Inc., and “SDH” or “the VIE” are to Global Mentor Board (Zibo) Information Technology Co., Ltd., a limited liability company organized under the laws of the People’s Republic of China (the “PRC”), which we control via a series of contractual arrangements.

We are offering 3,600,000 Class A ordinary shares, par value US$0.0001 per share (the “Class A ordinary shares”), pursuant to this prospectus supplement and the accompanying prospectus, at a purchase price of US$0.55 per share.

Our Class A ordinary shares are listed on The Nasdaq Capital Market, or Nasdaq, under the symbol “EPOW.” On May 20, 2026, the last reported sale price of our Class A ordinary shares on Nasdaq was US$0.65 per share.

We are an “emerging growth company” as defined in the Jumpstart Our Business Act of 2012, as amended, and, as such, will be subject to reduced public company reporting requirements.

The aggregate market value of our outstanding Class A ordinary shares held by non-affiliates, or public float, as of May 20, 2026, was approximately US$13,693,185, which was calculated based on 21,066,439 Class A ordinary shares held by non-affiliates as of May 20, 2026 and a per share price of US$0.65, which was the closing price of our Class A ordinary shares on Nasdaq on May 20, 2026. Pursuant to General Instruction I.B.5 of Form F-3, in no event will we sell the securities covered hereby in a public primary offering with a value exceeding more than one-third of the aggregate market value of our Class A ordinary shares in any 12-month period so long as the aggregate market value of our outstanding ordinary shares held by non-affiliates remains below US$75,000,000. During the 12 calendar months prior to and including the date of this prospectus supplement, the aggregate market value of securities we have offered and sold pursuant to General Instruction I.B.5 of Form F-3 was $2,200,000. See “Prospectus Supplement Summary—Entry into a Material Definitive Agreement with an Investor.”

As a holding company with no material operations of our own, substantially all of our business is conducted by (1) Sunrise (Guizhou) New Energy Material Co., Ltd (“Sunrise Guizhou”), a joint venture established by Zhuhai (Zibo) Investment Co., Ltd. (“Zhuhai Zibo”) (a wholly owned subsidiary of the Company) and certain other partners, as a limited company pursuant to PRC laws for the purpose of manufacturing and sales of graphite anode materials; and (2) SDH, the Company’s VIE entity that operates a knowledge sharing platform in China. Investors of our Class A ordinary shares do not hold shares in the PRC operating entities, but instead hold shares of a Cayman Islands exempted company. Further, neither we nor our subsidiaries own any shares in the VIE. Instead, we entered into a series of contractual arrangements, also known as VIE Agreements, dated June 10, 2019, with the VIE and its shareholders. Under the generally accepted accounting principles in the United States (“U.S. GAAP”), we are deemed to have a controlling financial interest in, and be the primary beneficiary of, the VIE for accounting purposes, because such contractual arrangements are designed so that the operations of the VIE are solely for the benefit of Beijing Mentor Board Union Information Technology Co, Ltd. (“GIOP BJ” or “WFOE”), a limited liability company organized under the laws of the PRC, Zhuhai Zibo’s wholly owned subsidiary, and, ultimately, the Company. Solely for accounting purpose, the VIE Agreements enable us to consolidate the financial results of the VIE and its subsidiaries in our consolidated financial statements under U.S. GAAP. Pursuant to the VIE Agreements, which have not been tested in a court of law, the assets and liabilities of the VIE are treated as our assets and liabilities and the results of operations of the VIE are treated as if they were the results of our operations. See “Item 4. Information on the Company—C. Organizational Structure” for a description of these VIE Agreements in our annual report on Form 20-F for the fiscal year ended December 31, 2025 (“2025 Annual Report”).

As of December 31, 2025 and 2024, the VIE accounted for an aggregate of 6.30% and 4.05% of our consolidated total assets, respectively, 3.76% and 7.14% of our consolidated total liabilities, respectively, and 0.61% and 1.05% of our consolidated total net revenues, respectively. See our consolidated financial statements and the related notes in the 2025 Annual Report. Because we do not hold equity interests in the VIE or its subsidiaries, we are subject to risks and uncertainties of the interpretations and applications of PRC laws and regulations, including regulatory review of overseas listing of companies in the PRC through special purpose vehicles and the validity and enforcement of the VIE Agreements. We are also subject to the risks and uncertainties about any future actions of the PRC government in this regard that could disallow the VIE structure, which would likely result in a material change in our operations, and the value of all the securities we are registering for sale may depreciate significantly or become worthless. We have relied and expect to continue to rely on the VIE Agreements to control and operate the business of the VIE. The VIE Agreements, however, may not be as effective in providing us with the necessary control over the VIE and its operations. For example, the VIE and its shareholders could breach their contractual arrangements with us by, among other things, failing to conduct their operations in an acceptable manner or taking other actions that are detrimental to our interests. If we had direct ownership of the VIE, we would be able to exercise our rights as a shareholder to effect changes in the board of directors of the VIE, which in turn could implement changes, subject to any applicable fiduciary obligations, at the management and operational level. Under the current VIE Agreements, however, we rely on the performance by the VIE and its shareholders of their respective obligations under the contracts to exercise control over the VIE. We are also subject to the risks of uncertainty about any future actions of the PRC government in this regard. Because of our corporate structure, we are subject to risks due to uncertainty of the interpretation and the application of the PRC laws and regulations, including, but not limited to the validity and enforcement of the VIE Agreements. The VIE Agreements may not be effective in providing control over the VIE. We may be also subject to sanctions imposed by PRC regulatory agencies, including Chinese Securities Regulatory Commission, if we fail to comply with their rules and regulations. See “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China,” and “Risks Related to Our Corporate Structure” in the 2025 Annual Report.

Hong Kong was established as a special administrative region of the PRC in accordance with Article 31 of the Constitution of the PRC. The Basic Law of the Hong Kong Special Administrative Region of the PRC (the “Basic Law”) was adopted and promulgated on April 4, 1990 and became effective on July 1, 1997, when the PRC resumed the exercise of sovereignty over Hong Kong. Pursuant to the Basic Law, Hong Kong is authorized by the National People’s Congress of the PRC to exercise a high degree of autonomy and enjoy executive, legislative, and independent judicial power, under the principle of “one country, two systems,” and the PRC laws and regulations shall not be applied in Hong Kong except for those listed in Annex III of the Basic Law (which is confined to laws relating to national defense, foreign affairs, and other matters that are not within the scope of autonomy). However, there is no assurance that there will not be any changes in the economic, political, and legal environment in Hong Kong in the future. If there is a significant change to current political arrangements between mainland China and Hong Kong, or the applicable laws, regulations, or interpretations change, our Hong Kong subsidiary may become subject to PRC laws or authorities. As a result, our Hong Kong subsidiary could incur material costs to ensure compliance, be subject to fines, experience devaluation of securities or delisting, no longer conduct offerings to foreign investors, and no longer be permitted to continue its current business operations.

We are subject to legal and operational risks associated with being based in the PRC, which could result in a material change in our PRC operating entities and the VIE’s operations and/or the value of the securities we are registering for sale, or could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of our securities to significantly decline or be worthless. PRC laws and regulations governing our current business operations are sometimes vague and uncertain. In recent years, the PRC government adopted a series of regulatory actions and issued statements to regulate business operations in the PRC with little advance notice, including cracking down on illegal activities in the securities market, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement. For example, the General Office of the Central Committee of the Communist Party of China and the General Office of the State Council jointly issued the Opinions on Severely Cracking Down on Illegal Securities Activities According to Law, or the Opinions, which were made available to the public on July 6, 2021. The Opinions emphasized the need to strengthen the administration over illegal securities activities and the need to strengthen the supervision over overseas listings by Chinese companies. As of the date of this prospectus supplement, we, our PRC subsidiaries, or the VIE and its subsidiaries have not been involved in any investigations on cybersecurity review initiated by any PRC regulatory authority, nor has any of them received any inquiry, notice, or sanction.

As confirmed by our PRC counsel, Jincheng Tongda & Neal Law Firm, as of the date of this prospectus supplement, we are not subject to cybersecurity review with the Cyberspace Administration of China, or the CAC, under the Cybersecurity Review Measures that became effective on February 15, 2022, or the Regulations on the Network Data Security Administration (the “Security Administration Regulation”), which became effective on January 1, 2025, since (i) as companies that engage in business-oriented consulting services and manufacturing and sales of graphite anode materials, we, our PRC subsidiaries, or the VIE and its subsidiaries, are unlikely to be classified as critical information infrastructure operators (“CIIOs”) by the PRC regulatory agencies; (ii) according to the interpretation of the relevant laws by the CAC, for online platform operators who have listed in foreign countries before the effective date of Cybersecurity Review Measures, and who are not seeking a new listing (such as a secondary or dual listing) in foreign countries, a cybersecurity review is not required; and (iii) the data processed in the business of the VIE and its subsidiaries, which is a knowledge sharing and enterprise service platform business, is unlikely to have a bearing on national security. There remains uncertainty, however, as to how the Cybersecurity Review Measures and the Security Administration Regulation will be interpreted or implemented and whether the PRC regulatory agencies, including the CAC, may adopt new laws, regulations, rules, or detailed implementation and interpretation related to the Cybersecurity Review Measures and the Security Administration Regulation. See “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—Recent greater oversight by the Cyberspace Administration of China over data security, particularly for companies seeking to list on a foreign exchange, could adversely impact our business and our offering” in the 2025 Annual Report.

Furthermore, on February 17, 2023, the China Securities Regulatory Commission (the “CSRC”) released the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies (the “Trial Measures”) and five supporting guidelines, which took effect on March 31, 2023. Pursuant to the Trial Measures, PRC domestic companies that seek to offer or list securities overseas, both directly and indirectly, shall complete filing procedures with the CSRC pursuant to the requirements of the Trial Measures within three working days following its submission of relevant applications or its completion of subsequent offerings. If a domestic company fails to complete required filing procedures or conceals any material fact or falsifies any major content in its filing documents, such domestic company may be subject to administrative penalties, such as an order to rectify, warnings, fines, and its controlling shareholders, actual controllers, the person directly in charge and other directly liable persons may also be subject to administrative penalties, such as warnings and fines. On the same day, the CSRC also held a press conference for the release of the Trial Measures and issued the Notice on Administration for the Filing of Overseas Offering and Listing by Domestic Companies, or the CSRC Notice, which, among others, clarifies that PRC domestic companies that have already been listed overseas before the effective date of the Trial Measures, which is March 31, 2023, shall be deemed as Existing Issuers, and Existing Issuers are not required to complete the filing procedures with the CSRC immediately, and they shall be required to file with the CSRC for any subsequent offerings. Pursuant to paragraph 3 of Article 2 of No. 1 Supporting Guideline to the Trial Measures, after an overseas offering and listing, where an issuer issues securities in batches within the scope of its authorization, the issuer shall, within three working days after the completion of the initial issuance, file with the CSRC and specify the total number of securities proposed to be issued. Upon completion of each remaining issuance, the issuer shall submit a consolidated report on the issuance information to the CSRC. We are an Existing Issuer, and this offering constitutes the third issuance under our Form F-3 (File No. 333-272386). Accordingly, we are required to submit a consolidated report on the issuance information to the CSRC upon completion of the remaining issuances. We plan to submit such report with the CSRC as required, however, we cannot assure you that we will be able to receive clearance of such compliance requirement in a timely manner, or at all. Any failure of us to fully comply with new regulatory requirements may subject us to regulatory actions, such as warnings and fines, which may significantly limit or completely hinder our ability to offer or continue to offer our securities to investors and could cause the value of our securities to significantly decline or become worthless. See “Item 3. Key Information—D. Risk Factors Risk—Risks Related to Doing Business in China—The Trial Measures and the revised Provisions recently issued by the PRC authorities may subject us to additional compliance requirements in the future” in the 2025 Annual Report.

Since 2021, the Chinese government has strengthened its anti-monopoly supervision, mainly in three aspects: (i) establishing the National Anti-Monopoly Bureau; (ii) revising and promulgating anti-monopoly laws and regulations, including: the Anti-Monopoly Law of the PRC (amended on June 24, 2022 and effective on August 1, 2022), the anti-monopoly guidelines for various industries, and the Detailed Rules for the Implementation of the Fair Competition Review System; and (iii) expanding the anti-monopoly law enforcement targeting Internet companies and large enterprises. As of the date of this prospectus supplement, the Chinese government’s recent statements and regulatory actions related to anti-monopoly concerns have not impacted our or our PRC subsidiaries, or the VIE and its subsidiaries’ ability to conduct business, our ability to accept foreign investments or issue our securities to foreign investors because neither we and our subsidiaries, nor our PRC subsidiaries, or the VIE and its subsidiaries engage in monopolistic behaviors that are subject to these statements or regulatory actions.

As of the date of this prospectus supplement, we, our PRC subsidiaries, the VIE and its subsidiaries, (i) are not subject to additional permissions or approval requirements from any governmental agency that are required to approve the operations of our PRC subsidiaries, or the VIE and its subsidiaries, (ii) have received from PRC authorities all requisite licenses, permissions, and approvals needed to engage in the businesses currently conducted in the PRC, and (iii) no such permission or approval has been denied. These licenses, permissions, and approvals, which have been successfully obtained, are: (1) a business license; (2) the ICP License for our knowledge sharing and enterprise service platform business; and (3) the approval for the Construction Land Use Planning Permit, the Construction Works Planning Permit, the Construction Permit, the Pollutant Discharge License, the filing-for-record procedures with the relevant work safety administrative department, the approval for the Environmental Impact Report and the Filing Certificate for Fire Safety Inspection and Acceptance of Construction Project for our new business of manufacturing and sales of graphite anode material. However, we cannot assure you that any of these entities will be able to receive clearance of such compliance requirements in a timely manner, or at all. Any failure of these entities to fully comply with such compliance requirements may cause our PRC subsidiaries, or the VIE and its subsidiaries to be unable to begin their new businesses or operations in the PRC, subject them to fines, subject relevant new businesses or operations to suspension for rectification, or other sanctions. See “Item 3. Key Information—D. Risk Factors— Risks Related to Our Business—We may be required to obtain and maintain additional approvals, licenses or permits applicable to our business, including our graphite anode manufacturing and sales business and our knowledge share platform, which could have a material adverse impact on our business, financial conditions and results of operations” in the 2025 Annual Report.

In addition, our Class A ordinary shares may be prohibited from trading on a national exchange or over-the-counter under the Holding Foreign Companies Accountable Act (the “HFCA Act”) and related regulations, if the Public Company Accounting Oversight Board (United States) (the “PCAOB”) is unable to inspect our auditor for two consecutive years beginning in 2022. On June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act, and on December 29, 2022, legislation entitled “Consolidated Appropriations Act, 2023” (the “Consolidated Appropriations Act”) was signed into law, which included an identical provision of the Accelerating Holding Foreign Companies Accountable Act and amended the HFCA Act by requiring the U.S. Securities and Exchange Commission (the “SEC”) to prohibit an issuer’s securities from trading on any U.S. stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three, thus reducing the time period for triggering the delisting of our Company and the prohibition of trading in our securities if the PCAOB is unable to inspect our accounting firm at such future time. On December 16, 2021, the PCAOB issued a report on its determinations that it was unable to inspect or investigate completely PCAOB-registered public accounting firms headquartered in mainland China and in Hong Kong, because of positions taken by PRC authorities in those jurisdictions. On December 15, 2022, the PCAOB Board determined that the PCAOB was able to secure complete access to inspect and investigate registered public accounting firms headquartered in mainland China and Hong Kong and voted to vacate its previous determinations to the contrary. However, should PRC authorities obstruct or otherwise fail to facilitate the PCAOB’s access in the future, the PCAOB Board will consider the need to issue a new determination. Our former auditor, Marcum Asia CPAs LLP (“MarcumAsia”), as well as our current auditor, Wei, Wei & Co., LLP (“WW”), are PCAOB-registered public accounting firms subject to laws in the United States, pursuant to which the PCAOB conducts regular inspections to assess an auditor’s compliance with the applicable professional standards. As such, as of the date of this prospectus supplement, our listing is not affected by the HFCA Act and related regulations. See “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—The Holding Foreign Companies Accountable Act and related regulations, all call for additional and more stringent criteria to be applied to emerging market companies upon assessing the qualification of their auditors, especially the non-U.S. auditors who are not inspected by the PCAOB. These developments could add uncertainties to our continued listing on the Nasdaq, and Nasdaq may determine to delist our securities if the PCAOB determines that it cannot inspect or fully investigate our auditor” in the 2025 Annual Report.

As of the date of this prospectus supplement, our Company, our subsidiaries, and the VIE have not distributed any earnings or settled any amounts owed under the VIE Agreements, nor do they have any plan to distribute earnings or settle amounts owed under the VIE Agreements in the foreseeable future. As of the date of this prospectus supplement, none of our subsidiaries or the VIE have made any dividends or distributions to our Company and our Company has not made any dividends or distributions to our shareholders. We intend to keep any future earnings to finance the expansion of business, and we do not anticipate that any cash dividends will be paid in the foreseeable future. If we determine to pay dividends on any of our shares in the future, as a holding company, we will be dependent on receipt of funds from our operating entities. However, there is no assurance the PRC government will not intervene in or impose restrictions on the ability of our Company, our subsidiaries, or the VIE to transfer cash or assets. Current PRC regulations permit our PRC operating entities (our PRC subsidiaries and the VIE) to pay dividends only out of their accumulated profits, if any, determined in accordance with Chinese accounting standards and regulations. Cash dividends, if any, on our shares would be paid in U.S. dollars. The PRC government also imposes control on the conversion of Renminbi (“RMB”) into foreign currencies and the remittance of currencies out of the PRC. Under existing PRC foreign exchange regulations, payments of current account items, including profit distributions, interest payments and expenditures from trade-related transactions, can be made in foreign currencies without prior approval from the State Administration of Foreign Exchange (“SAFE”) in the PRC if certain procedural requirements are met. Approval from appropriate government authorities is required if RMB is converted into foreign currency and remitted out of China to pay capital expenses such as the repayment of loans denominated in foreign currencies. The PRC government may, at its discretion, impose restrictions on access to foreign currencies for current account transactions and if this occurs in the future, we may not be able to pay dividends in foreign currencies to our shareholders. Furthermore, if our PRC operating entities incur debt on their own in the future, the instruments governing the debt may restrict their ability to pay dividends or make other payments. Due to the above restrictions, if we are unable to receive payments from our PRC operating entities, we will not be able to pay dividends to our investors, should we desire to do so in the future. For further details, see “Item 3. Key Information—D. Risk Factors— Risks Related to Doing Business in China—PRC regulation of loans to and direct investment in PRC entities by offshore holding companies and governmental control of currency conversion may delay or prevent us from making loans or additional capital contributions to our PRC subsidiaries, the VIE and its subsidiaries, which could materially and adversely affect our liquidity and our ability to fund and expand our business” and “Item 3. Key Information—D. Risk Factors— Risks Related to Doing Business in China—Government control in currency conversion may adversely affect our financial condition, our ability to remit dividends, and the value of your investment” in the 2025 Annual Report. Also see “Prospectus Summary—Asset Transfers between Our Company, Our Subsidiaries, and the VIE,” and “Prospectus Summary—Dividends or Distributions Made to Our Company and U.S. Investors and Tax Consequences.”

The Company’s management directly supervises cash management. Our finance department is responsible for establishing the cash management policies and procedures among our subsidiaries and departments and our PRC subsidiaries, or the VIE and its subsidiaries. Each subsidiary, department, or PRC operating entity initiates a cash request by putting forward a cash demand plan, which explains the specific amount, intended use and timing of cash requested, and submits it to designated management members of the Company. The designated management member examines and approves the allocation of cash based on the sources of cash and the priorities of the needs, and submits it to the cashier specialists of our finance department for a second review. Other than the above, we currently do not have other cash management policies or procedures that dictate how funds are transferred. Prior to the completion of our initial public offering in February 2021, the sources of funding of the Company, its subsidiaries and the VIE primarily consisted of capital injections by shareholders and cash generated from operations. For the last three fiscal years, cash transfers and transfers of other assets among E-Power Inc., its subsidiaries, and the VIE were as follows: (i) for the fiscal year ended December 31, 2025, Zibo Shidong Digital Technology Service Co., Ltd. (“Zibo Shidong”), the VIE’s wholly owned subsidiary, provided an interest-free loan of $427,687 to GIOP BJ; Sunrise Guizhou repaid a loan of $139,130 to Zibo Shidong, bearing interest at 4%; Guizhou Chenhui Trading Co., Ltd. (“Sunrise Chenhui”), Sunrise Guizhou wholly owned subsidiary, provided an interest-free loan of $278,261 to Zibo Shidong; Sunrise Guizhou repaid a loan of $166,957 to Global Mentor Board (Hangzhou) Technology Co., Ltd (“GMB Hangzhou), the VIE’s wholly owned subsidiary, bearing interest at 4%; Zibo Shidong paid $42,002 on behalf of the Company for legal fees; Alchemistica Inc., a subsidiary of the Company (“Alchemistica”), paid $175,426 on behalf of the Company for professional fees and the Company repaid Alchemistica $100,000 in respect thereof; (ii) for the fiscal year ended December 31, 2024, the Company provided interest-free loans of $516,661 to GMB HK, and interest-free loans of $1,300,000 to Zibo Shidong; the VIE provided interest-free loans of $77,268 to GIOP BJ; Zibo Shidong provided interest-free loans of $150,880 to GIOP BJ; Sunrise Guizhou provided loans of $166,766 with a 4% interest rate to GMB Hangzhou, and a loan of $347,430 with a 4% interest rate to Zibo Shidong; and (iii) for the fiscal year ended December 31, 2023, the Company provided interest-free loans of $400,000 to Zibo Shidong, and received interest-free loans of $150,000 from the Company’s subsidiary, GMB HK. For more details, see “Prospectus Supplement Summary—Asset Transfers between Our Company, Our Subsidiaries, and the VIE,” “Prospectus Supplement Summary—Dividends or Distributions Made to Our Company and U.S. Investors and Tax Consequences,” and “Prospectus Supplement Summary—Selected Condensed Consolidating Financial Schedule,” and our audited consolidated financial statements in the 2025 Annual Report.

This is a self-underwritten offering. See “Plan of Distribution” beginning on page S-46 of this prospectus supplement for more information regarding these arrangements.

Investing in our securities involves risks. See “Risk Factors” beginning on page S-20 of this prospectus supplement and risk factors set forth in our 2025 Annual Report.

Neither the SEC nor any state securities commission nor any other regulatory body has approved or disapproved of these securities or determined if this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.

	Per Class A ordinary share		Total
Public offering price	$	0.55	$	1,980,000
Proceeds, before expenses, to us	$	0.55	$	1,980,000

We expect that delivery of the Class A ordinary shares being offered pursuant to this prospectus supplement and the accompanying prospectus will be made on or about May 26, 2026, subject to customary closing conditions.

The date of this prospectus supplement is May 22, 2026.

TABLE OF CONTENTS

Prospectus Supplement

	Page
About this Prospectus Supplement	S-ii
Commonly Used Defined Terms	S-iii
Cautionary Note Regarding Forward-Looking Statements	S-v
Prospectus Supplement Summary	S-1
Risk Factors	S-20
Capitalization	S-26
Dilution	S-27
Use of Proceeds	S-28
Description of Securities We Are Offering	S-29
Plan of Distribution	S-46
Legal Matters	S-47
Experts	S-47
Incorporation of Documents by Reference	S-47
Where You Can Find Additional Information	S-48

Prospectus

	Page
About this Prospectus	ii
Commonly Used Defined Terms	iii
Cautionary Note Regarding Forward-Looking Statements	v
Prospectus Summary	1
Risk Factors	22
Offer Statistics and Expected Timetable	23
Capitalization and Indebtedness	23
Dilution	24
Use of Proceeds	24
Description of Share Capital	24
Description of Debt Securities	40
Description of Warrants	41
Description of Rights	43
Description of Units	43
Plan of Distribution	44
Taxation	46
Expenses	46
Material Contracts	46
Material Changes	46
Legal Matters	46
Experts	46
Incorporation of Documents by Reference	47
Where You Can Find Additional Information	48
Enforceability of Civil Liabilities	49

S-i

ABOUT THIS PROSPECTUS SUPPLEMENT

On June 2, 2023, we filed with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement on Form F-3 (File No. 333-272386), utilizing a shelf registration process relating to the securities described in this prospectus supplement, which registration statement was amended on July 13, 2023, and August 2, 2023, and declared effective by the SEC on August 9, 2023 (the “Registration Statement”). Under this shelf registration process, we may, from time to time, in one or more offerings, offer and sell up to US$200,000,000 in any combination, together or separately, of our Class A ordinary shares, preferred shares, debt securities, warrants, rights, and units, or any combination thereof as described in the accompanying prospectus. We are selling Class A ordinary shares in this offering.

This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this offering and also adds to and updates information contained in the accompanying prospectus and the documents incorporated by reference into the prospectus supplement. The second part, the accompanying prospectus, gives more general information, some of which does not apply to this offering. You should read this entire prospectus supplement as well as the accompanying prospectus and the documents incorporated by reference that are described under “Incorporation of Documents by Reference” and “Where You Can Find Additional Information” in this prospectus supplement and the accompanying prospectus.

If the description of the offering varies between this prospectus supplement and the accompanying prospectus, you should rely on the information contained in this prospectus supplement. However, if any statement in one of these documents is inconsistent with a statement in another document having a later date—for example, a document incorporated by reference in this prospectus supplement and the accompanying prospectus—the statement in the document having the later date modifies or supersedes the earlier statement.

Any statement contained in a document incorporated by reference, or deemed to be incorporated by reference, into this prospectus supplement or the accompanying prospectus will be deemed to be modified or superseded for purposes of this prospectus supplement or the accompanying prospectus to the extent that a statement contained herein, therein or in any other subsequently filed document which also is incorporated by reference in this prospectus supplement or the accompanying prospectus modifies or supersedes that statement. Any such statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus supplement or the accompanying prospectus.

We further note that the representations, warranties, and covenants made by us in any agreement that is filed as an exhibit to any document that is incorporated by reference in this prospectus supplement and the accompanying prospectus were made solely for the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation, warranty or covenant to you unless you are a party to such agreement. Moreover, such representations, warranties, or covenants were accurate only as of the date when made or expressly referenced therein. Accordingly, such representations, warranties, and covenants should not be relied on as accurately representing the current state of our affairs unless you are a party to such agreement.

S-ii

COMMONLY USED DEFINED TERMS

Unless otherwise indicated or the context requires otherwise, references in this prospectus supplement to:

	●	“Affiliated Entities” are to E-Power Inc.’s subsidiaries, and the VIE and its subsidiaries;

	●	“Alchemistica” are to Alchemistica Inc, a company organized under the laws of the State of Delaware and 71% of its equity interest is owned by E-Power Inc.;

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“APP” are to our mobile application, “Shidonghui APP”;

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“China” or the “PRC” are to the People’s Republic of China;

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“Class A ordinary shares” or “Class A Ordinary Shares” are to Class A ordinary shares, par value US$0.0001 per share, of the Company;

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“Class B ordinary shares” or “Class B Ordinary Shares” are to Class B ordinary shares, par value US$0.0001 per share, of the Company;

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“Exchange Act” are to the Securities Exchange Act of 1934, as amended;

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“GIOP BJ” or “WFOE” are to Beijing Mentor Board Union Information Technology Co, Ltd., a limited liability company organized under the laws of the PRC, Zhuhai Zibo’s wholly owned subsidiary;

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“GMB (Beijing)” are to Shidong (Beijing) Information Technology Co., Ltd., a limited liability company organized under the laws of the PRC and 51% of its equity interest is owned by the VIE;

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“GMB Consulting” are to Global Mentor Board (Shanghai) Enterprise Management Consulting Co. Ltd., a limited liability company organized under the laws of the PRC and 51% of its equity interest is owned by the VIE;

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“GMB Culture” are to Shanghai Voice of Seedling Cultural Media Co., Ltd., a limited liability company organized under the laws of the PRC and 51% of its equity interest is owned by the VIE;

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“GMB (Hangzhou)” are to Global Mentor Board (Hangzhou) Technology Co., Ltd., a limited liability company organized under the laws of the PRC, the VIE’s wholly owned subsidiary;

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“GMB HK” are to Global Mentor Board Information Technology Limited, E-Power Inc.’s wholly-owned-subsidiary, a Hong Kong corporation;

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“HK subsidiaries” are to GMB HK and SDH New Energy, collectively;

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“PRC subsidiaries” are to GIOP BJ, Zhuhai Zibo, Zhuhai Guizhou and their respective subsidiaries, collectively;

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“RMB” or the “Renminbi” are to the legal currency of China;

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“SDH” or “VIE” are to Global Mentor Board (Zibo) Information Technology Co., Ltd., formerly known as Global Mentor Board (Beijing) Information Technology Co., Ltd., a limited liability company organized under the laws of the PRC;

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“SDH Cloud” are to Global Mentor Cloud (Beijing) Education Technology Co., Ltd.; 75% of the shares of SDH Cloud are held by GIOP BJ and the remaining 25% shares are held by Beijing Yunqianyi Information Technology Co., Ltd.;

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“SDH New Energy” are to SDH (HK) New Energy Tech Co., Limited, E-Power Inc.’s wholly-owned-subsidiary, a Hong Kong corporation;

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“SEC” are to the United States Securities and Exchange Commission;

●

“Securities Act” are to the Securities Act of 1933, as amended;

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“shares,” “Shares,” or “Ordinary Shares” are, collectively, to the Class A ordinary shares and Class B ordinary shares;

	●	“Sunrise Chenhui” are to Guizhou Chenhui Trading Co., Ltd, a limited liability company organized under the laws of the PRC and 39.35% of its equity interest is owned by E-Power Inc.;

	●	“Sunrise Guizhou” are to Sunrise (Guizhou) New Energy Material Co., Ltd., a limited liability company organized under the laws of the PRC and 39.3519% of its equity interest is owned by E-Power Inc.;

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“U.S.” are to the United States;

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“US$,” “USD,” “U.S. dollars,” “$,” and “dollars” are to the legal currency of the United States;

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“VIE” are to the variable interest entity;

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“Zhuhai Guizhou” are to Zhuhai (Guizhou) New Energy Investment Co., Ltd., a limited liability company organized under the laws of the PRC, SDH New Energy’s wholly owned subsidiary;

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“Zhuhai Zibo” are to Zhuhai (Zibo) Investment Co., Ltd., a limited liability company organized under the laws of the PRC, SDH New Energy’s wholly owned subsidiary; and

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“Zibo Shidong” are to Zibo Shidong Digital Technology Service Co., Ltd., a limited liability company organized under the laws of the PRC, the VIE’s wholly owned subsidiary.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus supplement, the accompanying prospectus, and our SEC filings that are incorporated by reference into this prospectus supplement contain or incorporate by reference forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Many of the forward-looking statements contained in this prospectus supplement can be identified by the use of forward-looking words such as “anticipate,” “believe,” “could,” “expect,” “should,” “plan,” “intend,” “estimate,” and “potential,” among others.

Forward-looking statements appear in a number of places in this prospectus supplement, the accompanying prospectus, and our SEC filings that are incorporated by reference into this prospectus supplement. These forward-looking statements include, but are not limited to, statements regarding our intent, belief, or current expectations. Forward-looking statements are based on our management’s beliefs and assumptions and on information currently available to our management. Such statements are subject to risks and uncertainties, and actual results may differ materially from those expressed or implied in the forward-looking statements due to of various factors, including, but not limited to, those identified under the section entitled “Item 3. Key Information—D. Risk Factors” in our 2025 Annual Report and the section entitled “Risk Factors” beginning on page S-20 of this prospectus supplement.

Forward-looking statements speak only as of the date they are made, and we do not undertake any obligation to update them in light of new information or future developments or to release publicly any revisions to these statements in order to reflect later events or circumstances or to reflect the occurrence of unanticipated events, except as, and to the extent required by, applicable securities laws.

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PROSPECTUS SUPPLEMENT SUMMARY

The following summary highlights, and should be read in conjunction with, the more detailed information contained elsewhere in this prospectus supplement, the accompanying prospectus, and the documents incorporated therein by reference. You should read carefully the entire documents, including our financial statements and related notes, to understand our business, the Ordinary Shares, and the other considerations that are important to your decision to invest in our securities. You should pay special attention to the “Risk Factors” sections beginning on page S-20 of this prospectus supplement and on page 22 of the accompanying prospectus.

Our Corporate Structure

We are a holding company incorporated under the laws of the Cayman Islands and not a Chinese operating company. As a holding company with no material operations of our own, we conduct our operations primarily through a joint venture, Sunrise Guizhou, and the VIE, and its subsidiaries, in the PRC. Sunrise Guizhou was established in 2021 by our wholly owned subsidiary, Zhuhai Zibo, and certain other joint venture partners, as a limited company pursuant to PRC laws for the purpose of manufacturing and sales of graphite anode materials. As of the date of this prospectus supplement, Zhuhai Zibo owns a 39.35% equity interest in Sunrise Guizhou, but has the power to cast a majority of votes at a meeting of the board of directors and governs the financial and operating policies of Sunrise Guizhou under an agreement among the shareholders. We do not own any equity interest in the VIE; rather we control the VIE via a series of contractual arrangements between GIOP BJ and the VIE. The VIE was established in 2014 as a limited company pursuant to PRC laws for the purpose of providing corporate consulting services. For a description of the VIE Agreements, see “—The VIE Agreements.” The VIE structure provides contractual exposure to foreign investment in China-based companies where PRC laws and regulations prohibit direct foreign investment in the operating companies. Pursuant to the VIE Agreements, we are the primary beneficiary of the VIE and its subsidiaries for accounting purposes, and consolidate the financial results of the VIE and its subsidiaries in our consolidated financial statements under U.S. GAAP for accounting purposes only. The securities offered in this prospectus supplement are securities of E-Power Inc., the holding company incorporated under the laws of the Cayman Islands, instead of securities of our PRC operating entities in the PRC. As a result of our use of the VIE structure, investors may never hold equity interests in the VIE or its subsidiaries. As such, our corporate structure involves unique risks to investors. For details, please see “Item 3. Key Information—D. Risk Factors—Risks Related to Our Corporate Structure” in the 2025 Annual Report.

The following diagram illustrates the Company’s corporate structure, including its PRC subsidiaries, the VIE and its subsidiaries, as of the date of this prospectus supplement.

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The VIE Agreements

Neither we nor our subsidiaries own any shares in the VIE. Instead, we are the primary beneficiary of the VIE for accounting purposes, as we control and receive the economic benefits of the VIE’s business operation through a series of contractual arrangements, also known as VIE Agreements, for accounting purposes only. As a result of these contractual arrangements, which have not been tested in a court of law, under U.S. GAAP, the assets and liabilities of the VIE are treated as our assets and liabilities and the results of operations of the VIE are treated in all aspects as if they were the results of our operations for accounting purposes only.

As of December 31, 2025 and 2024, the VIE accounted for an aggregate of 6.30% and 4.05%, respectively, of our consolidated total assets, and 3.76% and 7.14%, respectively, of our consolidated total liabilities, and 0.61% and 1.05%, respectively, of our consolidated total net revenues. See our consolidated financial statements and the related notes in the 2025 Annual Report.

Each of the VIE Agreements is described in detail below:

Exclusive Technical and Consulting Services Agreement

Pursuant to the Exclusive Technical and Consulting Services Agreement between the VIE and GIOP BJ (the “Exclusive Service Agreement”), GIOP BJ provides the VIE with technical support, consulting services, business support and other management services relating to its day-to-day business operations and management, on an exclusive basis, utilizing its advantages in technology, human resources, and information. For services rendered to the VIE by GIOP BJ under the Exclusive Service Agreement, GIOP BJ is entitled to collect a service fee approximately equal to the VIE’s earnings before corporate income tax, i.e., the VIE’s revenue after deduction of operating costs, expenses and other taxes, subject to adjustment based on services rendered and the VIE’s operation needs.

This agreement became effective on June 10, 2019 and will remain effective unless otherwise terminated as required by laws or regulations, or by relevant governmental or regulatory authorities. Nevertheless, this agreement shall be terminated after all the equity interest in the VIE held by its shareholders and/or all the assets of the VIE have been legally transferred to GIOP BJ and/or its designee in accordance with the Exclusive Option Agreement.

The chief executive officer of GIOP BJ, Mr. Haiping Hu, is currently managing the VIE pursuant to the terms of the Exclusive Service Agreement. The Exclusive Service Agreement does not prohibit related party transactions. The Company’s audit committee is required to review and approve in advance any related party transactions, including transactions involving GIOP BJ or the VIE.

Equity Pledge Agreement

Under the Equity Pledge Agreement between GIOP BJ, and shareholders of the VIE, together holding 100% of the shares of the VIE (the “VIE Shareholders”), the VIE Shareholders pledged all of their equity interests in the VIE to GIOP BJ to guarantee the performance of the VIE’s obligations under the Exclusive Service Agreement. Under the terms of the Equity Pledge Agreement, in the event that the VIE or the VIE Shareholders breach their respective contractual obligations under the Exclusive Service Agreement, GIOP BJ, as pledgee, will be entitled to certain rights, including, but not limited to, the right to collect dividends generated by the pledged equity interests. The VIE Shareholders also agreed that upon occurrence of any event of default, as set forth in the Equity Pledge Agreement, GIOP BJ is entitled to dispose of the pledged equity interests in accordance with applicable PRC laws. The VIE Shareholders further agreed not to dispose of the pledged equity interests or take any actions that would prejudice GIOP BJ’s interests without the prior written consent of GIOP BJ.

The Equity Pledge Agreement is effective until: (1) the secured debt in the scope of pledge is cleared off; and (2) Pledgers transfer all the pledged equity interests to Pledgees according to the Exclusive Option Agreement, or other entity or individual designated by it.

The purposes of the Equity Pledge Agreement are to (1) guarantee the performance of the VIE’s obligations under the Exclusive Service Agreement; (2) make sure the VIE Shareholders do not transfer or assign the pledged equity interests, or create or allow any encumbrance that would prejudice GIOP BJ’s interests without GIOP BJ’s prior written consent. In the event the VIE breaches its contractual obligations under the Exclusive Service Agreement, GIOP BJ will be entitled to dispose of the pledged equity interests.

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Exclusive Option Agreement

Under the Exclusive Option Agreement, the VIE Shareholders irrevocably granted GIOP BJ (or its designee) an exclusive option to purchase, to the extent permitted under PRC law, once or at multiple times, at any time, part or all of their equity interests in the VIE or the assets of the VIE. The option price to be paid by GIOP BJ to each shareholder of the VIE is RMB10 (approximately US$1.47) or the minimum amount to the extent permitted under PRC law at the time when such transfer occurs.

Under the Exclusive Option Agreement, GIOP BJ may at any time under any circumstances, purchase, or have its designee purchase, at its discretion, to the extent permitted under PRC law, all or part of the VIE Shareholders’ equity interests in the VIE or the assets of the VIE. The Exclusive Option Agreement, together with the Equity Pledge Agreement, the Exclusive Service Agreement, and Powers of Attorney, enable GIOP BJ to exercise effective control over the VIE.

The Exclusive Option Agreement remains effective until all the equity or assets of the VIE is legally transferred under the name of GIOP BJ and/or other entity or individual designated by it, or unilaterally terminated by GIOP BJ with a 30-day written notice.

Powers of Attorney

Under each of the Powers of Attorney, the VIE Shareholders authorized GIOP BJ to act on their behalf as their exclusive agent and attorney with respect to all rights as shareholders, including, but not limited to: (a) attending shareholders’ meetings; (b) exercising all the shareholder’s rights, including voting, that shareholders are entitled to under the laws of China and the articles of association of the VIE, including, but not limited to, the sale or transfer or pledge or disposition of shares in part or in whole; and (c) designating and appointing on behalf of shareholders the legal representative, the executive director, supervisor, the chief executive officer, and other senior management members of the VIE.

The Powers of Attorney are irrevocable and continuously valid from the date of execution of the Powers of Attorney, so long as the VIE Shareholders own the equity interests of the VIE.

Spousal Consents

Pursuant to the Spousal Consents, the spouse of the individual shareholders of the VIE have each irrevocably agreed that the equity interest in the VIE held by its respective spouse would be disposed of pursuant to the Equity Pledge Agreement, the Exclusive Option Agreement, and the Powers of Attorney. Each spouse of the shareholders agreed not to assert any rights over the equity interest in the VIE held by its respective spouse. In addition, in the event that any spouse obtains any equity interest in the VIE through the respective shareholder for any reason, he or she agreed to be bound by the contractual arrangements.

Risks Associated with Our Corporate Structure and the VIE Agreements

Because we do not hold equity interests in the VIE and its subsidiaries, we are subject to risks and uncertainties of the interpretations and applications of PRC laws and regulations, including, but not limited to, regulatory review of overseas listing of companies in the PRC through special purpose vehicles, and the validity and enforcement of the VIE Agreements. We are also subject to the risks and uncertainties about any future actions of the PRC government in this regard that could disallow the VIE structure, which would likely result in a material change in the VIE’s operations, and the value of all the securities we are registering for sale may depreciate significantly or become worthless. The VIE Agreements have not been tested in a court of law in the PRC as of the date of this prospectus supplement. For details, see “Item 3. Key Information—D. Risk Factors—Risks Related to Our Corporate Structure” in the 2025 Annual Report.

The VIE Agreements may not be as effective as ownership in providing operational control. If we had ownership of the VIE and its subsidiaries, we would be able to exercise our rights as a shareholder to effect changes in the board of directors of the VIE and its subsidiaries, which in turn could effect changes, subject to any applicable fiduciary obligations, at the management level. But under the current contractual arrangements, as a legal matter, if the VIE or any of its subsidiaries and shareholders fails to perform their obligations under these contractual arrangements, we may have to incur substantial costs and resources to enforce such arrangements and rely on legal remedies under PRC law, including seeking specific performance or injunctive relief and claiming damages, which may not be effective. For example, if the shareholders of the VIE were to refuse to transfer their equity interest in the VIE to us or our designee when we exercise the call option pursuant to these contractual arrangements, or if they were otherwise to act in bad faith toward us, then we may have to take legal action to compel them to fulfill their contractual obligations. In addition, even if legal actions are taken to enforce such arrangements, there is uncertainty as to whether the courts of the PRC would recognize or enforce judgments of U.S. courts against us or such persons predicated upon the civil liability provisions of the securities laws of the United States or any state. See “Item 3. Key Information—D. Risk Factors —Risks Related to Our Corporate Structure—Our contractual arrangements with the VIE are governed by the laws of the PRC and we may have difficulty in enforcing any rights we may have under these contractual arrangements” in the 2025 Annual Report.

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Business Overview

As a holding company with no material operations of our own, substantially all of our business is conducted by Sunrise Guizhou and the VIE. The VIE, started as a consulting company providing enterprise services to small and medium-sized enterprises in the PRC in December 2014, and launched a knowledge sharing and enterprise service platform in May 2016.

Beginning in fiscal year 2022, we started transitioning our core business from knowledge sharing and enterprise services to sales of graphite anode material products. In April 2022, we entered into the graphite anode material manufacturing and sales business through a joint venture, Sunrise Guizhou, of which we currently own 39.35% through Zhuhai Zibo, our wholly owned subsidiary. We consolidate Sunrise Guizhou’s financials because we own a majority of seats on its board of directors and control its financial and operating policies pursuant to an agreement among its funding shareholders. Sunrise Guizhou is located at Yilong New District, Xingyi City, Qian Southwest State, Guizhou Province, China. The land use of Sunrise Guizhou’s graphite anode manufacturing site is approximately 294,452.6 square meters, which Sunrise Guizhou purchased in March 2022 for approximately $6.6 million. Sunrise Guizhou began construction of a manufacturing plant in April 2022, and the first and second phase of such construction (30,000 tons annual manufacturing capacity) of the manufacturing plant has been completed. The third phase of construction of the manufacturing plant (20,000 tons annual manufacturing capacity) was approved by the board of the directors of the Company in March 2023, and is under construction.

Graphite anode materials play an essential role in fast-charging batteries, energy storage batteries, electric vehicles (EVs) power batteries, and long-cycle high-power batteries, as demand for lithium-ion batteries continues to rise—driven primarily by EVs and grid-scale energy storage. The BloombergNEF’s Electric Vehicle Outlook 2025 projects that annual EV sales will reach 39 million units by 2030 and could surpass 70 million units by 2040, with penetration rates above 80% in many developed countries. Meanwhile, the energy storage market is also growing rapidly. BloombergNEF forecasts that grid-scale battery storage installations will reach around 94 GW/247 GWh in 2025, and will maintain a 14.7% compound annual growth rate (CAGR) from 2025 to 2035. Based on the anticipated strong growth of the EV and energy storage sectors, Sunrise Guizhou expects growth in sales of its graphite anode materials.

Our Past Performance

We generated net revenue of $46,416,132 and $64,997,741 for the fiscal years ended December 31, 2025 and 2024, respectively. For the fiscal year ended December 31, 2025, net revenue decreased by $18,581,609, or 28.59%, which decrease was mainly driven by the strategy to decrease sales volume on low gross margin products. For the fiscal year ended December 31, 2024, net revenue increased by $19,947,336, or 44.28%, which increase was mainly driven by the continued growth of our graphite anode business.

Our revenues for fiscal years ended December 31, 2025 and 2024 were derived from the following sources:

REVENUES, NET	2025		2024
Graphite anode business	$	46,342,154	$	64,365,362
Knowledge sharing and enterprise business		73,978		632,379
Revenues, net	$	46,416,132	$	64,997,741

For the fiscal year ended December 31, 2025, revenue from the sale of graphite anode material products was $46,342,154, which accounted for 99.84% of our total revenues, and revenue from knowledge sharing and enterprise business was $73,978, which accounted for approximately 0.16% of our total revenue.

For the fiscal year ended December 31, 2024, revenue from the sale of graphite anode material products was $64,365,362, which accounted for 99.03% of our total revenues, and revenue from knowledge sharing and enterprise business was $632,379, which accounted for approximately 0.97% of our total revenue.

Summary of Risk Factors

Investing in our securities involves significant risks. You should carefully consider all of the information in this prospectus supplement, the accompanying prospectus, and the documents incorporated therein by reference before making an investment in our securities. Below please find a summary of the principal risks we face, organized under relevant headings. These risks are discussed more fully under “Item 3. Key Information—D. Risk Factors” in our 2025 Annual Report and in the section titled “Risk Factors” beginning on page S-20 of this prospectus supplement.

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Risks Related to Our Business (for a more detailed discussion, see “Item 3. Key Information—D. Risk Factors—Risks Related to Our Business” in our 2025 Annual Report)

Risks and uncertainties related to our business include, but are not limited to, the following:

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We have a limited operating history and are subject to the risks encountered by development-stage companies. See “Item 3. Key Information—D. Risk Factors—Risks Related to Our Business—We have a limited operating history and are subject to the risks encountered by development-stage companies” in the 2025 Annual Report.

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We have incurred substantial losses in the past and may incur losses in the future. There is substantial doubt about our ability to continue as a going concern. See “Item 3. Key Information—D. Risk Factors—Risks Related to Our Business—We have incurred substantial losses in the past and may incur losses in the future. There is substantial doubt about our ability to continue as a going concern” in the 2025 Annual Report.

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If we cannot manage our growth effectively and efficiently, our results of operations or profitability could be adversely affected. See “Item 3. Key Information—D. Risk Factors—Risks Related to Our Business—If we cannot manage our growth effectively and efficiently, our results of operations or profitability could be adversely affected” in the 2025 Annual Report.

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We may not be successful in implementing important new strategic initiatives, which may have an adverse impact on our business and financial results. See “Item 3. Key Information—D. Risk Factors—Risks Related to Our Business—We may not be successful in implementing important new strategic initiatives, which may have an adverse impact on our business and financial results” in the 2025 Annual Report.

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We may be required to obtain and maintain additional approvals, licenses or permits applicable to our business, including our graphite anode manufacturing and sales business and our knowledge share platform, which could have a material adverse impact on our business, financial conditions and results of operations. See “Item 3. Key Information—D. Risk Factors—Risks Related to Our Business—We may be required to obtain and maintain additional approvals, licenses or permits applicable to our business, including our graphite anode manufacturing and sales business and our knowledge share platform, which could have a material adverse impact on our business, financial conditions and results of operations” in the 2025 Annual Report.

Risks Related to Our Graphite Anode Manufacturing and Sales Business (for a more detailed discussion, see “Item 3. Key Information—D. Risk Factors—Risks Related to Our Graphite Anode Manufacturing and Sales Business” in our 2025 Annual Report)

Risks and uncertainties related to our graphite anode manufacturing and sales business include, but are not limited to, the following:

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Our graphite anode manufacturing and sales joint venture may not perform as well as we expected. See “Item 3. Key Information—D. Risk Factors—Risks Related to Graphite Anode Manufacturing and Sales Business—Our graphite anode manufacturing and sales joint venture may not perform as well as we expected” in the 2025 Annual Report.

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Joint venture with which we engage for developing graphite anode manufacturing and sales business presents a number of challenges that could have a material adverse effect on our business and results of operations and cash flows. See “Item 3. Key Information—D. Risk Factors—Risks Related to Graphite Anode Manufacturing and Sales Business—Joint venture with which we engage for developing graphite anode manufacturing and sales business presents a number of challenges that could have a material adverse effect on our business and results of operations and cash flows” in the 2025 Annual Report.

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We may not respond quickly to continued innovations. See “Item 3. Key Information—D. Risk Factors—Risks Related to Graphite Anode Manufacturing and Sales Business—We may not respond quickly to continued innovations” in the 2025 Annual Report.

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Complying with numerous health, safety and environmental regulations is both complex and costly. See “Item 3. Key Information—D. Risk Factors—Risks Related to Graphite Anode Manufacturing and Sales Business—Complying with numerous health, safety and environmental regulations is both complex and costly” in the 2025 Annual Report.

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Sunrise Guizhou depends on a few major customers, and the loss of any of which could cause a significant decline in our revenues. See “Item 3. Key Information—D. Risk Factors—Risks Related to Graphite Anode Manufacturing and Sales Business—Sunrise Guizhou depends on a few major customers, and the loss of any of which could cause a significant decline in our revenues” in the 2025 Annual Report.

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Price volatility of our finished goods. See “Item 3. Key Information—D. Risk Factors—Risks Related to Graphite Anode Manufacturing and Sales Business—Price volatility of our finished goods” in the 2025 Annual Report.

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Sunrise Guizhou faces the risk of fluctuations in the cost, availability, and quality of raw materials, which could adversely affect our results of operations. See “Item 3. Key Information—D. Risk Factors—Risks Related to Graphite Anode Manufacturing and Sales Business—Sunrise Guizhou faces the risk of fluctuations in the cost, availability, and quality of raw materials, which could adversely affect our results of operations” in the 2025 Annual Report.

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Sunrise Guizhou may need additional capital to pursue business objectives and respond to business opportunities, challenges or unforeseen circumstances, and financing may not be available on acceptable terms or at all. See “Item 3. Key Information—D. Risk Factors—Risks Related to Graphite Anode Manufacturing and Sales Business—Sunrise Guizhou may need additional capital to pursue business objectives and respond to business opportunities, challenges or unforeseen circumstances, and financing may not be available on acceptable terms or at all” in the 2025 Annual Report.

Risks Related to Our Corporate Structure (for a more detailed discussion, see “Item 3. Key Information—D. Risk Factors—Risks Related to Our Corporate Structure” in our 2025 Annual Report)

The VIE conducts the knowledge sharing and enterprise service platform and we consolidate the financials of the VIE under the U.S. GAAP for accounting purpose only; however, the VIE Agreements have not been tested in a court of law and are subject to significant risks, as set forth in the following risk factors. For a description of these VIE Agreements, see “Item 4. Information On The Company—C. Organizational Structure” in the 2025 Annual Report.

Risks and uncertainties related to our corporate structure include, but are not limited to, the following:

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If the PRC government finds that the agreements that establish the structure for operating our businesses in China do not comply with PRC regulations relating to the relevant industries, or if these regulations or the interpretation of existing regulations change in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations. See “Item 3. Key Information—D. Risk Factors—Risks Related to Our Corporate Structure—If the PRC government finds that the agreements that establish the structure for operating our businesses in China do not comply with PRC regulations relating to the relevant industries, or if these regulations or the interpretation of existing regulations change in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations” in the 2025 Annual Report.

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We rely on contractual arrangements with the VIE and its subsidiaries, and shareholders for our China operations, which may not be as effective in providing operational control as direct ownership. See “Item 3. Key Information—D. Risk Factors—Risks Related to Our Corporate Structure—We rely on contractual arrangements with the VIE and its subsidiaries, and shareholders for our China operations, which may not be as effective in providing operational control as direct ownership” in the 2025 Annual Report.

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The contractual arrangements we have entered into with the VIE and its shareholders, and any other arrangements and transactions among related parties that we currently have or will have in future may be subject to scrutiny by the PRC tax authorities and they may determine that we owe additional taxes, which could substantially reduce our consolidated net income and the value of your investment. See “Item 3. Key Information—D. Risk Factors—Risks Related to Our Corporate Structure—The contractual arrangements we have entered into with the VIE and its shareholders, and any other arrangements and transactions among related parties that we currently have or will have in future may be subject to scrutiny by the PRC tax authorities and they may determine that we owe additional taxes, which could substantially reduce our consolidated net income and the value of your investment” in the 2025 Annual Report.

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The shareholders of the VIE may have potential conflicts of interest with us, which may materially and adversely affect our business and financial condition. See “Item 3. Key Information—D. Risk Factors—Risks Related to Our Corporate Structure—The shareholders of the VIE may have potential conflicts of interest with us, which may materially and adversely affect our business and financial condition” in the 2025 Annual Report.

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	●	We may lose the ability to use and enjoy assets held by the VIE that are material to the operation of certain portion of our business if the VIE goes bankrupt or become subject to a dissolution or liquidation proceeding. See “Item 3. Key Information—D. Risk Factors—Risks Related to Our Corporate Structure—We may lose the ability to use and enjoy assets held by the VIE that are material to the operation of certain portion of our business if the VIE goes bankrupt or become subject to a dissolution or liquidation proceeding” in the 2025 Annual Report.

	●	Our dual class share structure with different voting rights may adversely affect the value and liquidity of the Class A Ordinary Shares. See “Item 3. Key Information—D. Risk Factors—Risks Related to Our Corporate Structure— Our dual class share structure with different voting rights may adversely affect the value and liquidity of the Class A Ordinary Shares” in the 2025 Annual Report.

	●	The dual class structure of our ordinary shares has the effect of concentrating voting control with our Chairman, and his interest may not be aligned with the interests of our other shareholders. See “Item 3. Key Information—D. Risk Factors—Risks Related to Our Corporate Structure— The dual class structure of our ordinary shares has the effect of concentrating voting control with our Chairman, and his interest may not be aligned with the interests of our other shareholders” in the 2025 Annual Report.

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As a “controlled company” under the listing rules of the NASDAQ Stock Market, we may choose to exempt our company from certain corporate governance requirements that could have an adverse effect on our public shareholders. See “Item 3. Key Information—D. Risk Factors—Risks Related to Our Corporate Structure—As a “controlled company” under the listing rules of the NASDAQ Stock Market, we may choose to exempt our company from certain corporate governance requirements that could have an adverse effect on our public shareholders” in the 2025 Annual Report.

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As an exempted company incorporated in the Cayman Islands, we are permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from the Nasdaq listing standards; these practices may afford less protection to shareholders than they would enjoy if we complied fully with such corporate governance listing standards. See “Item 3. Key Information—D. Risk Factors—Risks Related to Our Corporate Structure—As an exempted company incorporated in the Cayman Islands, we are permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from the Nasdaq listing standards; these practices may afford less protection to shareholders than they would enjoy if we complied fully with such corporate governance listing standards” in the 2025 Annual Report.

Risks Related to Doing Business in China (for a more detailed discussion, see “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China” in our 2025 Annual Report)

Risks and uncertainties related to doing business in China include, but are not limited to, the following:

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The Chinese government exerts substantial influence over the manner in which we must conduct our business, and may intervene or influence our operations at any time, which could result in a material change in our operations, significantly limit or completely hinder our ability to offer or continue to offer securities to investors and, and cause the value of our Class A Ordinary Shares to significantly decline or be worthless. See “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—The Chinese government exerts substantial influence over the manner in which we must conduct our business, and may intervene or influence our operations at any time, which could result in a material change in our operations, significantly limit or completely hinder our ability to offer or continue to offer securities to investors and, and cause the value of our Class A Ordinary Shares to significantly decline or be worthless” in the 2025 Annual Report.

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Recent greater oversight by the Cyberspace Administration of China over data security, particularly for companies seeking to list on a foreign exchange, could adversely impact our business and our securities. See “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—Recent greater oversight by the Cyberspace Administration of China over data security, particularly for companies seeking to list on a foreign exchange, could adversely impact our business and our securities” in the 2025 Annual Report.

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The Trial Measures and the revised Provisions recently issued by the PRC authorities may subject us to additional compliance requirements in the future. See “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—The Trial Measures and the revised Provisions recently issued by the PRC authorities may subject us to additional compliance requirements in the future” in the 2025 Annual Report.

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A severe or prolonged downturn in the global or Chinese economy could materially and adversely affect our business and our financial condition. See “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—A severe or prolonged downturn in the global or Chinese economy could materially and adversely affect our business and our financial condition” in the 2025 Annual Report.

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We face risks related to health epidemics such as the COVID-19, which significantly disrupted our operations and may continue to adversely affect our business, financial condition and results of operations. See “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—We face risks related to health epidemics such as the COVID-19, which significantly disrupted our operations and may continue to adversely affect our business, financial condition and results of operations” in the 2025 Annual Report.

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Because our business is dependent upon government policies that encourage a market-based economy, change in the political or economic climate in the PRC may impair our ability to operate profitably, if at all. See “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—Because our business is dependent upon government policies that encourage a market-based economy, change in the political or economic climate in the PRC may impair our ability to operate profitably, if at all” in the 2025 Annual Report.

●

PRC laws and regulations governing our current business operations are sometimes vague and uncertain and any changes in such laws and regulations may materially and adversely affect our business and impede our ability to continue our operations. See “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—PRC laws and regulations governing our current business operations are sometimes vague and uncertain and any changes in such laws and regulations may materially and adversely affect our business and impede our ability to continue our operations” in the 2025 Annual Report.

●

Because our business is conducted in RMB and the price of our Class A Ordinary Shares is quoted in United States dollars, changes in currency conversion rates may affect the value of your investments. See “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—Because our business is conducted in RMB and the price of our Class A Ordinary Shares is quoted in United States dollars, changes in currency conversion rates may affect the value of your investments” in the 2025 Annual Report.

●

Under the PRC Enterprise Income Tax Law, or the EIT Law, we may be classified as a “resident enterprise” of China, which could result in unfavorable tax consequences to us and our non-PRC shareholders. See “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—Under the PRC Enterprise Income Tax Law, or the EIT Law, we may be classified as a “resident enterprise” of China, which could result in unfavorable tax consequences to us and our non-PRC shareholders” in the 2025 Annual Report.

●

There are significant uncertainties under the EIT Law relating to the withholding tax liabilities of our PRC subsidiaries, and dividends payable by our PRC subsidiaries to our offshore subsidiaries may not qualify to enjoy certain treaty benefits. See “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—There are significant uncertainties under the EIT Law relating to the withholding tax liabilities of our PRC subsidiaries, and dividends payable by our PRC subsidiaries to our offshore subsidiaries may not qualify to enjoy certain treaty benefits” in the 2025 Annual Report.

●

PRC regulation of loans to and direct investment in PRC entities by offshore holding companies and governmental control of currency conversion may delay or prevent us from making loans or additional capital contributions to our PRC subsidiaries, the VIE and its subsidiaries, which could materially and adversely affect our liquidity and our ability to fund and expand our business. See “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—PRC regulation of loans to and direct investment in PRC entities by offshore holding companies and governmental control of currency conversion may delay or prevent us from making loans or additional capital contributions to our PRC subsidiaries, the VIE and its subsidiaries, which could materially and adversely affect our liquidity and our ability to fund and expand our business” in the 2025 Annual Report.

S-8

●

Government control in currency conversion may adversely affect our financial condition, our ability to remit dividends, and the value of your investment. See “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—Government control in currency conversion may adversely affect our financial condition, our ability to remit dividends, and the value of your investment” in the 2025 Annual Report.

●

If we become directly subject to the scrutiny, criticism and negative publicity involving U.S.-listed Chinese companies, we may have to expend significant resources to investigate and resolve the matter which could harm our business operations, stock price and reputation. See “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—If we become directly subject to the scrutiny, criticism and negative publicity involving U.S.-listed Chinese companies, we may have to expend significant resources to investigate and resolve the matter which could harm our business operations, stock price and reputation” in the 2025 Annual Report.

●

The disclosures in our reports and other filings with the SEC and our other public pronouncements may be subject to the scrutiny of any regulatory bodies in the PRC. See “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—The disclosures in our reports and other filings with the SEC and our other public pronouncements may be subject to the scrutiny of any regulatory bodies in the PRC” in the 2025 Annual Report.

●

The Holding Foreign Companies Accountable Act and related regulations all call for additional and more stringent criteria to be applied to emerging market companies upon assessing the qualification of their auditors, especially the non-U.S. auditors who are not inspected by the PCAOB. These developments could add uncertainties to our continued listing on the Nasdaq, and Nasdaq may determine to delist our securities if the PCAOB determines that it cannot inspect or fully investigate our auditor. See “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—The Holding Foreign Companies Accountable Act and related regulations all call for additional and more stringent criteria to be applied to emerging market companies upon assessing the qualification of their auditors, especially the non-U.S. auditors who are not inspected by the PCAOB. These developments could add uncertainties to our continued listing on the Nasdaq, and Nasdaq may determine to delist our securities if the PCAOB determines that it cannot inspect or fully investigate our auditor” in the 2025 Annual Report.

●

Our contractual arrangements with the VIE are governed by the laws of the PRC and we may have difficulty in enforcing any rights we may have under these contractual arrangements. See “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—Our contractual arrangements with the VIE are governed by the laws of the PRC and we may have difficulty in enforcing any rights we may have under these contractual arrangements” in the 2025 Annual Report.

●

The failure to comply with PRC regulations relating to mergers and acquisitions of domestic entities by offshore special purpose vehicles may subject us to severe fines or penalties and create other regulatory uncertainties regarding our corporate structure. See “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—The failure to comply with PRC regulations relating to mergers and acquisitions of domestic entities by offshore special purpose vehicles may subject us to severe fines or penalties and create other regulatory uncertainties regarding our corporate structure” in the 2025 Annual Report.

●

PRC regulations relating to the establishment of offshore special purpose companies by PRC residents may subject our PRC resident beneficial owners or our PRC subsidiaries to liability or penalties, limit our ability to inject capital into our PRC subsidiaries, limit our PRC subsidiaries’ ability to increase its registered capital or distribute profits to us, or may otherwise adversely affect us. See “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—PRC regulations relating to the establishment of offshore special purpose companies by PRC residents may subject our PRC resident beneficial owners or our PRC subsidiaries to liability or penalties, limit our ability to inject capital into our PRC subsidiaries, limit our PRC subsidiaries’ ability to increase its registered capital or distribute profits to us, or may otherwise adversely affect us” in the 2025 Annual Report.

●

Increases in labor costs in the PRC may adversely affect our business and our profitability. See “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—Increases in labor costs in the PRC may adversely affect our business and our profitability” in the 2025 Annual Report.

S-9

	●	U.S. regulatory bodies may be limited in their ability to conduct investigations or inspections of our operations in China. See “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—U.S. regulatory bodies may be limited in their ability to conduct investigations or inspections of our operations in China” in the 2025 Annual Report.

	●	Escalating U.S.-China trade tensions and shifting international trade policies may increase our costs, disrupt supply chains, and adversely affect customer demand, thereby materially impacting our business, financial condition, and results of operations. See page S-20 of this prospectus supplement.

●

Geopolitical conflicts involving Iran, military actions in the Middle East, and the war in Ukraine may adversely affect global economic conditions and cause significant volatility in the trading price of our Class A ordinary shares. See “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—Geopolitical conflicts involving Iran, military actions in the Middle East, and the war in Ukraine may adversely affect global economic conditions and cause significant volatility in the trading price of our Class A ordinary shares” in the 2025 Annual Report.

Risks Related to this Offering and our Class A Ordinary Shares

Risks and uncertainties related to this offering and our Class A ordinary shares include, but are not limited to, the following:

●

Our share price may be volatile and could decline substantially. See page S-20 of this prospectus supplement.

●

Since our management will have broad discretion in how we use the proceeds from this offering, we may use the proceeds in ways with which you disagree. See page S-21 of this prospectus supplement.

●

Future sales of our Class A ordinary shares, whether by us or our shareholders, could cause the price of our Class A ordinary shares to decline. See page S-21 of this prospectus supplement.

●

We do not know whether a market for the Class A ordinary shares will be sustained or what the trading price of the Class A ordinary shares will be and as a result it may be difficult for you to sell your Class A ordinary shares. See page S-22 of this prospectus supplement.

	●	Our existing shareholders will experience immediate dilution as a result of this offering and may experience future dilution as a result of future equity offerings or other equity issuances. See page S-22 of this prospectus supplement.

	●	Because we do not expect to pay dividends in the foreseeable future, you must rely on the price appreciation of our Class A ordinary shares for return on your investment. See page S-22 of this prospectus supplement.

●

We are a foreign private issuer within the meaning of the rules under the Exchange Act, and as such we are exempt from certain provisions applicable to United States domestic public companies. See page S-23 of this prospectus supplement.

●

Nasdaq has proposed a new $5 million minimum market value continued listing requirement that, if approved, could result in immediate suspension and delisting of our Class A ordinary shares without any cure period or opportunity to regain compliance. See page S-24 of this prospectus supplement.

	●	Nasdaq has adopted enhanced listing standards and has proposed other related rule changes that expand its discretionary authority, which could adversely affect our ability to maintain our listing on Nasdaq, limit the liquidity of our securities, or result in increased volatility or delisting risk. See page S-25 of this prospectus supplement.

	●	Geopolitical conflicts involving Iran, military actions in the Middle East, and the war in Ukraine may adversely affect global economic conditions and cause significant volatility in the trading price of our Class A ordinary shares. See page S-25 of this prospectus supplement.

Permissions Required from PRC Authorities

S-10

S-11

As of the date of this prospectus supplement, we, our PRC subsidiaries, or the VIE and its subsidiaries, (i) are not subject to additional permissions or approval requirements from any governmental agency that are required to approve the operations of our PRC subsidiaries, or the VIE and its subsidiaries, (ii) have received from PRC authorities all requisite licenses, permissions, and approvals needed to engage in the businesses currently conducted in the PRC, and (iii) no such permission or approval has been denied. These licenses, permissions, and approvals, which have been successfully obtained, are: (1) a business license; (2) the ICP License for our knowledge sharing and enterprise service platform business; and (3) the approval for the Construction Land Use Planning Permit, the Construction Works Planning Permit, the Construction Permit, the Pollutant Discharge License, the filing-for-record procedures with the relevant work safety administrative department, the approval for the Environmental Impact Report and the Filing Certificate for Fire Safety Inspection and Acceptance of Construction Project for our new business of manufacturing and sales of graphite anode material. However, we cannot assure you that any of these entities will be able to receive clearance of such compliance requirements in a timely manner, or at all. Any failure of these entities to fully comply with such compliance requirements may cause our PRC subsidiaries, or the VIE and its subsidiaries to be unable to begin their new businesses or operations in the PRC, subject them to fines, subject relevant new businesses or operations to suspension for rectification, or other sanctions. See “Item 3. Key Information—D. Risk Factors— Risks Related to Our Business—We may be required to obtain and maintain additional approvals, licenses or permits applicable to our business, including our graphite anode manufacturing and sales business and our knowledge share platform, which could have a material adverse impact on our business, financial conditions and results of operations” in the 2025 Annual Report.

We have been closely monitoring the development in the regulatory landscape in China, particularly regarding the requirement of approvals, including on a retrospective basis, from the CSRC, the CAC, or other PRC authorities with respect to this offering, as well as other procedures that may be imposed on us.

Asset Transfers Between Our Company, Our Subsidiaries, and the VIE

(i)

for fiscal year ended December 31, 2025, Zibo Shidong provided an interest-free loan of $427,687 to GIOP BJ; Sunrise Guizhou repaid a loan of $139,130 to Zibo Shidong, bearing interest at 4%; Sunrise Chenhui provided an interest-free loan of $278,261 to Zibo Shidong; Sunrise Guizhou repaid a loan of $166,957 to GMB Hangzhou, bearing interest at 4%; Zibo Shidong paid $42,002 on behalf of the Company for legal fees; Alchemistica paid $175,426 on behalf of the Company for professional fees and the Company repaid Alchemistica $100,000.

(ii)

for the fiscal year ended December 31, 2024, the Company provided interest-free loans of $516,661 to GMB HK, and interest-free loans of $1,300,000 to Zibo Shidong; the VIE provided interest-free loans of $77,268 to GIOP BJ; Zibo Shidong provided interest-free loans of $150,880 to GIOP BJ; Sunrise Guizhou provided loans of $166,766 with a 4% interest rate to GMB Hangzhou, and a loan of $347,430 with a 4% interest rate to Zibo Shidong; and

S-12

(iii)

for the fiscal year ended December 31, 2023, the Company provided interest-free loans of $400,000 to Zibo Shidong, and received interest-free loans of $150,000 from the Company’s subsidiary, GMB HK.

As of the date of this prospectus supplement, the Company, our subsidiaries, and the VIE have not distributed any earnings or settled any amounts owed under the VIE Agreements, nor do they have any plan to distribute earnings or settle amounts owed under the VIE Agreements in the foreseeable future. See “Prospectus Summary— Selected Condensed Consolidating Financial Schedule” of this prospectus supplement, and our audited consolidated financial statements in the 2025 Annual Report.

Dividends or Distributions Made to Our Company and U.S. Investors and Tax Consequences

As of the date of this prospectus supplement, none of our subsidiaries or the VIE have made any dividends or distributions to our Company and our Company has not made any dividends or distributions to our shareholders. We intend to keep any future earnings to finance the expansion of our business, and we do not anticipate that any cash dividends will be paid in the foreseeable future. Subject to the passive foreign investment company (“PFIC”) rules, the gross amount of distributions made by us to you with respect to the Class A ordinary shares (including the amount of any taxes withheld therefrom) will generally be includable in your gross income as dividend income on the date of receipt by you, but only to the extent that the distribution is paid out of our current or accumulated earnings and profits (as determined under U.S. federal income tax principles). With respect to corporate U.S. Holders, the dividends will not be eligible for the dividends-received deduction allowed to corporations in respect of dividends received from other U.S. corporations.

With respect to non-corporate U.S. Holders, including individual U.S. Holders, dividends will be taxed at the lower capital gains rate applicable to qualified dividend income, provided that (1) the Class A ordinary shares are readily tradable on an established securities market in the United States, or we are eligible for the benefits of an approved qualifying income tax treaty with the United States that includes an exchange of information program, (2) we are not a PFIC for either our taxable year in which the dividend is paid or the preceding taxable year, and (3) certain holding period requirements are met. Because there is no income tax treaty between the United States and the Cayman Islands, clause (1) above can be satisfied only if the Class A ordinary shares are readily tradable on an established securities market in the United States. Under U.S. Internal Revenue Service authority, Class A ordinary shares are considered for purpose of clause (1) above to be readily tradable on an established securities market in the United States if they are listed on certain exchanges, which presently include the Nasdaq. You are urged to consult your tax advisors regarding the availability of the lower rate for dividends paid with respect to our Class A ordinary shares, including the effects of any change in law after the date of this prospectus supplement.

Dividends will constitute foreign source income for foreign tax credit limitation purposes. If the dividends are taxed as qualified dividend income (as discussed above), the amount of the dividend taken into account for purposes of calculating the foreign tax credit limitation will be limited to the gross amount of the dividend, multiplied by the reduced rate divided by the highest rate of tax normally applicable to dividends. The limitation on foreign taxes eligible for credit is calculated separately with respect to specific classes of income. For this purpose, dividends distributed by us with respect to our Class A ordinary shares will constitute “passive category income” but could, in the case of certain U.S. Holders, constitute “general category income.”

To the extent that the amount of the distribution exceeds our current and accumulated earnings and profits (as determined under U.S. federal income tax principles), it will be treated first as a tax-free return of your tax basis in your Class A ordinary shares, and to the extent the amount of the distribution exceeds your tax basis, the excess will be taxed as capital gain. We do not intend to calculate our earnings and profits under U.S. federal income tax principles. Therefore, a U.S. Holder should expect that a distribution will be treated as a dividend even if that distribution would otherwise be treated as a non-taxable return of capital or as capital gain under the rules described above.

S-13

Under Cayman Islands law, a Cayman Islands company may pay a dividend on its shares out of either profit or share premium account, provided that in no circumstances may a dividend be paid if this would result in the company being unable to pay its debts due in the ordinary course of business.

Relevant PRC laws and regulations permit the companies in the PRC to pay dividends only out of their retained earnings, if any, as determined in accordance with PRC accounting standards and regulations. Additionally, each of the companies in the PRC are required to set aside at least 10% of its after-tax profits each year, if any, to fund a statutory reserve until such reserve reaches 50% of its registered capital. The companies in the PRC are also required to further set aside a portion of their after-tax profits to fund the employee welfare fund, although the amount to be set aside, if any, is determined at their discretion. These reserves are not distributable as cash dividends. Furthermore, in order for us to pay dividends to our shareholders, (1) we will rely on payments made from the VIE, pursuant to the VIE Agreements, and the distribution of such payments to GIOP BJ as dividends from the VIE, and then to our Company, and (2) we will also rely on the payment from our PRC operating subsidiaries to us as dividends. If our PRC subsidiaries, or the VIE and its subsidiaries incur debt on their own behalf in the future, the instruments governing the debt may restrict their ability to pay dividends or make other payments to us.

Our cash dividends, if any, will be paid in U.S. dollars. If we are considered a tax resident enterprise of the PRC for tax purposes, any dividends we pay to our overseas shareholders may be regarded as PRC-sourced income and as a result may be subject to PRC withholding tax. See “Item 3. Key Information—D. Risk Factors—Risks Relating to Doing Business in the PRC—Under the PRC Enterprise Income Tax Law, or the EIT Law, we may be classified as a “resident enterprise” of China, which could result in unfavorable tax consequences to us and our non-PRC shareholders” in the 2025 Annual Report.

The PRC government also imposes controls on the convertibility of RMB into foreign currencies and, in certain cases, the remittance of currency out of the PRC. The majority of our and our PRC subsidiaries, the VIE and its subsidiaries’ income is received in RMB and shortages in foreign currencies may restrict our ability to pay dividends or other payments, or otherwise satisfy our foreign currency denominated obligations, if any. Under existing PRC foreign exchange regulations, payments of current account items, including profit distributions, interest payments and expenditures from trade-related transactions, can be made in foreign currencies without prior approval from the State Administration of Foreign Exchange (“SAFE”) as long as certain procedural requirements are met. Approval from appropriate government authorities is required if RMB is converted into foreign currency and remitted out of the PRC to pay capital expenses such as the repayment of loans denominated in foreign currencies. The PRC government may, at its discretion, impose restrictions on access to foreign currencies for current account transactions and if this occurs in the future, we may not be able to pay dividends in foreign currencies to our shareholders.

However, there is no assurance the PRC government will not intervene in or impose restrictions on the ability of our Company, our subsidiaries, or VIE to transfer cash or assets. Current PRC regulations permit our PRC operating entities to pay dividends only out of their accumulated profits, if any, determined in accordance with Chinese accounting standards and regulations. Under existing PRC foreign exchange regulations, payments of current account items, including profit distributions, interest payments and expenditures from trade-related transactions, can be made in foreign currencies without prior approval from the SAFE in the PRC if certain procedural requirements are met. Approval from appropriate government authorities is required if RMB is converted into foreign currency and remitted outside of China to pay capital expenses, such as the repayment of loans denominated in foreign currencies. The PRC government may, at its discretion, impose restrictions on access to foreign currencies for current account transactions and if this occurs in the future, we may not be able to pay dividends in foreign currencies to our shareholders. Furthermore, if our PRC operating entities incur debt on their own in the future, the instruments governing the debt may restrict their ability to pay dividends or make other payments. Due to the above restrictions, if we are unable to receive payments from our PRC operating entities, we will not be able to pay dividends to our investors, should we desire to do so in the future. For further details, “Item 3. Key Information—D. Risk Factors— Risks Related to Doing Business in China—PRC regulation of loans to and direct investment in PRC entities by offshore holding companies and governmental control of currency conversion may delay or prevent us from making loans or additional capital contributions to our PRC subsidiaries, the VIE and its subsidiaries, which could materially and adversely affect our liquidity and our ability to fund and expand our business” and “Item 3. Key Information—D. Risk Factors— Risks Related to Doing Business in China—Government control in currency conversion may adversely affect our financial condition, our ability to remit dividends, and the value of your investment” in the 2025 Annual Report. Any limitation on the ability of our PRC subsidiaries, or the VIE and its subsidiaries to distribute dividends or other payments to their respective shareholders could materially and adversely limit our ability to conduct operations, make investments, engage in acquisitions, or undertake other activities requiring working capital. However, our operations and business, including investment and/or acquisitions by our PRC subsidiaries, or the VIE and its subsidiaries within the PRC, will not be affected as long as the capital is not transferred in or out of the PRC.

S-14

Selected Condensed Consolidating Financial Schedule

As a holding company with no material operations of our own, we conduct our operations through Sunrise Guizhou, the VIE and its subsidiaries in the PRC. Our subsidiaries and the VIE and its subsidiaries as of the date of this prospectus supplement are described below:

Name	Date of incorporation	Place of incorporation	Percentage of effective ownership	Principal Activities
Subsidiaries
GMB HK	March 22, 2019	HK	100% by the Company	Holding company
Alchemistica Inc.	August 5, 2025	U.S.	71% by the Company	Business development on lithium battery materials
GIOP BJ	June 3, 2019	PRC	100% by the Company	Holding company
Shidong Cloud (Beijing) Education Technology Co., Ltd (“Shidong Cloud”)	December 22, 2021	PRC	75% by the Company	Educational consulting
SDH New Energy	October 8, 2021	HK	100% by the Company	Holding company
Zhuhai Zibo	October 15, 2021	PRC	100% by the Company	New energy investment
Zhuhai Guizhou	November 23, 2021	PRC	100% by the Company	New energy investment
Sunrise Guizhou	November 8, 2021	PRC	39.35% by the Company	Manufacture of lithium battery materials
Guizhou Sunrise Technology Co., Ltd. (“Sunrise Tech”)	September 1, 2011, acquired through an asset acquisition on July 7, 2022	PRC	39.35% by the Company	Manufacture of lithium battery materials
Sunrise (Guxian) New Energy Materials Co., Ltd. (“Sunrise Guxian”)	April 26, 2022	PRC	20.07% by the Company	Manufacture of lithium battery materials
Guizhou Sunrise Technology Innovation Research Co., Ltd. (“Innovation Research”)	December 13, 2022	PRC	39.35% by the Company	Research and development
Shenzhen Sunrise Yitan New Energy Technology Co., Ltd. (“Sunrise Yitan”)	June 24, 2024	PRC	25.58% by the Company	Research and development of Sodium-ion battery
Shenzhen Sunrise Suiyuan New Materials Technology Co., Ltd. (“Sunrise Suiyuan”)	June 24, 2024	PRC	25.58% by the Company	Research and development of silicon carbon battery
Guizhou Chenhui Trading Co., Ltd. (“Sunrise Chenhui”)	March 25, 2024	PRC	39.35% by the Company	Sales of lithium battery materials
Sunrise Anhui New Energy Materials Co., Ltd. (“Sunrise Anhui”)	January 21, 2025	PRC	39.35% by the Company	Production of lithium battery materials
Variable Interest Entity (“VIE”) and subsidiaries of VIE
SDH	December 5, 2014	PRC	N/A	Knowledge sharing and enterprise service platform provider
GMB (Hangzhou)	November 1, 2017	PRC	100% by the VIE	Consulting, training and tailored services provider
GMB Consulting	June 30, 2017	PRC	51% by the VIE	Consulting services provider
GMB Culture	June 22, 2017	PRC	51% by the VIE	Cultural and artistic exchanges and planning, conference services provider
GMB (Beijing)	June 19, 2018	PRC	51% by the VIE	Information technology services provider
Mentor Board Voice of Seeding (Shanghai) Cultural Technology Co., Ltd. (“GMB Technology”)	August 29, 2018	PRC	30.6% by the VIE	Technical services provider
Zibo Shidong	October 16, 2020	PRC	100% by the VIE	Technical services provider
Beijing Mentor Board Health Technology Co., Ltd (“GMB Health”)	January 7, 2022	PRC	100% by the VIE	Health services
Shidong Yike (Beijing) Technology Co., Ltd. (“Shidong Yike”)	July 16, 2021	PRC	100% by the VIE	Health services
Guizhou Yuanneng Zhihui Enterprise Management Partnership Enterprise (Limited Partnership) (“Guizhou Yuanneng”)	April 1, 2024	PRC	94% by the VIE	Holding company

The following tables present selected condensed consolidating financial data of E-Power Inc. and its subsidiaries and the VIE and its subsidiaries for the fiscal years ended December 31, 2025, 2024, and 2023, and balance sheet data as of December 31, 2025, 2024, and 2023.

S-15

SELECTED CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS DATA

	Year ended December 31, 2025
	Parent			Subsidiaries			VIE and VIE’s subsidiaries		Inter- company elimination			Group consolidated
	(US$)
Revenues, net		-			53,588,439			9,358,263		(16,530,570	)		46,416,132
Total cost and operating expenses		1,273,505			68,660,177			9,040,508		(16,530,570	)		62,443,620
(Loss) Profit from operations		(1,273,505	)		(15,071,737	)		317,754		-			(16,027,488	)
(Loss) Profit before income taxes		(7,809,895	)		(19,273,462	)		423,589		-			(26,659,768	)
Net (loss) income		(7,809,895	)		(19,273,075	)		423,589		-			(26,659,381	)

	Year ended December 31, 2024
	Parent			Subsidiaries			VIE and VIE’s subsidiaries		Inter- company elimination			Group consolidated
	(US$)
Revenues, net		-			71,276,389			2,899,946		(9,178,594	)		64,997,741
Total cost and operating expenses		1,776,146			86,746,148			2,250,369		(9,178,594	)		81,594,069
(Loss) Profit from operations		(1,776,146	)		(15,469,759	)		649,577		-			(16,596,328	)
(Loss) Profit before income taxes		(1,778,111	)		(17,052,619	)		855,129		-			(17,975,601	)
Net (loss) income		(1,778,111	)		(17,057,370	)		854,317		-			(17,981,164	)

	Year ended December 31, 2023
	Parent			Subsidiaries			VIE and VIE’s subsidiaries			Inter- company elimination		Group consolidated
	(US$)
Revenues, net		-			44,394,292			656,113			-		45,050,405
Total cost and operating expenses		6,524,022			65,728,723			3,327,665			-		75,580,410
Loss from operations		(6,524,022	)		(21,334,431	)		(2,671,552	)		-		(30,530,005	)
Loss before income taxes		(6,611,490	)		(22,612,303	)		(3,697,157	)		-		(32,920,950	)
Net loss		(6,611,490	)		(22,612,303	)		(3,696,931	)		-		(32,920,724	)

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SELECTED CONDENSED CONSOLIDATING BALANCE SHEET DATA

	As of December 31, 2025
	Parent		Subsidiaries		VIE and VIE’s subsidiaries		Inter- company elimination			Group consolidated
	(US$)
Total current assets		8,953,999		89,876,704		18,481,304		(45,068,778	)		72,243,229
Total non-current assets		14,939,000		79,531,416		4,730,433		(15,007,629	)		84,193,220
Total assets		23,892,999		169,408,120		23,211,737		(60,076,407	)		156,436,449
Total current liabilities		371,987		133,490,256		11,871,961		(45,068,778	)		100,665,426
Total non-current liabilities		-		39,878,853		-		-			39,878,853
Total liabilities		371,987		173,369,109		11,871,961		(45,068,778	)		140,544,279

	As of December 31, 2024
	Parent		Subsidiaries		VIE and VIE’s subsidiaries		Inter- company elimination			Group consolidated
	(US$)
Total current assets		2,442,761		66,149,892		14,823,298		(20,405,078	)		63,010,873
Total non-current assets		14,540,000		75,540,659		4,537,251		(14,605,751	)		80,012,159
Total assets		16,982,761		141,690,551		19,360,549		(35,010,829	)		143,023,032
Total current liabilities		252,338		93,511,037		13,398,312		(20,405,078	)		86,756,609
Total non-current liabilities		-		28,971,750		-		-			28,971,750
Total liabilities		252,338		122,482,787		13,398,312		(20,405,078	)		115,728,359

	As of December 31, 2023
	Parent		Subsidiaries		VIE and VIE’s subsidiaries		Inter- company elimination			Group consolidated
	(US$)
Total current assets		3,030,688		30,874,514		7,673,555		(5,762,862	)		35,815,895
Total non-current assets		14,540,000		80,084,256		4,604,379		(14,540,000	)		84,688,635
Total assets		17,570,688		110,958,770		12,277,934		(20,302,862	)		120,504,530
Total current liabilities		31,823		64,306,203		4,913,254		(5,762,862	)		63,488,418
Total non-current liabilities		-		11,684,348		-		-			11,684,348
Total liabilities		31,823		75,990,551		4,913,254		(5,762,862	)		75,172,766

	Year ended December 31, 2025
	Parent			Subsidiaries			VIE and VIE’s subsidiaries			Inter-company elimination			Group consolidated
	(US$)
Net cash used in operating activities		(773,372	)		(24,868,890	)		481,678			-			(25,160,584	)
Net cash used in investing activities		(399,000	)		(10,311,033	)		(980,477	)		469,426			(11,221,084	)
Net cash provided by financing activities		7,743,162			46,922,201			264,348			(469,426	)		54,460,285

S-17

SELECTED CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS DATA

	Year ended December 31, 2024
	Parent			Subsidiaries			VIE and VIE’s subsidiaries			Inter-company elimination			Group consolidated
	(US$)
Net cash used in operating activities		(1,269,634	)		(2,574,103	)		(1,508,420	)		-			(5,352,157	)
Net cash provided by (used in) investing activities		1,071,942			(2,293,647	)		423,298			1,430,868			632,461
Net cash (used in) provided by financing activities		(150,000	)		11,251,341			961,196			(1,430,868	)		10,631,669

	Year ended December 31, 2023
	Parent			Subsidiaries			VIE and VIE’s subsidiaries			Inter-company elimination			Group consolidated
	(US$)
Net cash (used in) provided by operating activities		(1,516,279	)		(5,592,986	)		(423,730	)		250,000			(7,282,995	)
Net cash provided by (used in) investing activities		878,000			(7,881,035	)		-			-			(7,003,035	)
Net cash provided by (used in) financing activities		-			13,529,267			400,000			(250,000	)		13,679,267

Share Capital Increase and Re-organization

On February 8, 2024, the Company held the 2023 annual general meeting of shareholders (the “Meeting”) . At the Meeting, the shareholders of the Company approved the increase and re-organization of the Company’s authorized share capital, pursuant to which, the Company increased its authorized share capital from US$50,000 consisting of 500,000,000 ordinary shares of par value $0.0001 each to $500,000 consisting of 5,000,000,000 ordinary shares of par value US$0.0001 each (the “Share Capital Increase”).

Immediately following the Share Capital Increase, the Company re-designated and re-classified its authorized share capital so that the aforementioned authorized share capital of 5,000,000,000 ordinary shares were divided into 3,500,000,000 Class A ordinary shares, with each Class A ordinary share entitled to one vote at any general meeting of the Company, and 1,500,000,000 Class B ordinary shares, with each Class B ordinary share entitled to twenty votes at any general meeting of the Company.

Entry into Material Definitive Agreements with Investors

On July 31, 2025, we entered into a securities purchase agreement with an investor, pursuant to which we issued and sold in a registered direct offering 1,000,000 Class A ordinary shares. The offering price for the Class A ordinary shares issued and sold in the foregoing transaction was $5.50 per Class A ordinary share. The closing of the transaction took place on September 23, 2025. The gross proceeds to the Company were $550,000 before deducting the offering expenses.

On August 8, 2025, we entered into a securities purchase agreement with an investor, pursuant to which we issued and sold in a registered direct offering 3,000,000 Class A ordinary shares. The offering price for the Class A ordinary shares issued and sold in the foregoing transaction was $0.55 per Class A ordinary share. The closing of the transaction took place on October 3, 2025. The gross proceeds to the Company were $1,650,000 before deducting the offering expenses.

The Class A ordinary shares described above were offered by the Company pursuant to the Registration Statement.

On November 3, 2025, we entered into subscription agreements with three purchasers, pursuant to which the purchasers agreed to subscribe for and purchase from us, and we agreed to issue and sell to the purchasers, an aggregate of 7,000,000 Class A ordinary shares, together with warrants to purchase up to 3,500,000 Class A ordinary shares at a combined purchase price of $0.80 per share and one-half of one warrant, for an aggregate purchase price of $5,600,000. The warrants have an exercise price of $0.80 per share, were initially exercisable immediately upon issuance, and expire one year from the date of issuance. The transaction was closed on November 19, 2025. The Class A ordinary shares and warrants in the transaction were issued in reliance on Rule 902 of Regulation S promulgated under the Securities Act of 1933, as amended.

Corporate Information

Our principal executive offices are located at Room 703, West Zone, R&D Building, Zibo Science and Technology Industrial Entrepreneurship Park, No. 69 Sanying Road, Zhangdian District, Zibo City, Shandong Province, PRC, and our phone number is +86 10-82967728. Our registered office in the Cayman Islands is located at the offices of Conyers Trust Company (Cayman) Limited c/o Cricket Square, Hutchins Drive, PO Box 2681, Grand Cayman, KY1-1111, Cayman Islands, and the phone number of our registered office is +1 345 945 1040. We maintain a corporate website at https://www.sunrisenewenergy.com/. The information contained in, or accessible from, our website or any other website does not constitute a part of this prospectus. Our agent for service of process in the United States is Cogency Global Inc., 122 East 42nd Street, 18th Floor, New York, NY 10168.

S-18

The Offering

Securities offered by us pursuant to this prospectus supplement			3,600,000 Class A ordinary shares

Offering price			$0.55 per Class A ordinary share

Total Class A ordinary shares outstanding before this offering			32,161,978 Class A ordinary shares

Total Class A ordinary shares outstanding immediately after this offering			35,761,978 Class A ordinary shares

Total Class B ordinary shares outstanding			6,567,272

Use of proceeds			We intend to use the net proceeds from this offering for working capital and general corporate purposes. See “Use of Proceeds” on page S-28 of this prospectus supplement.

Risk factors			Investing in our securities involves a high degree of risk. For a discussion of factors you should consider carefully before deciding to invest in our securities, see the information contained in or incorporated by reference under the heading “Risk Factors” beginning on page S-20 of this prospectus supplement, on page 22 of the accompanying prospectus, and in the other documents incorporated by reference into this prospectus supplement.

Listing			Our Class A ordinary shares are listed on Nasdaq under the symbol “EPOW.”

S-19

RISK FACTORS

The following is a summary of certain risks that should be carefully considered along with the other information contained or incorporated by reference in this prospectus supplement, the accompanying prospectus, and the documents incorporated by reference, as updated by our subsequent filings under the Exchange Act. Particularly, you should carefully consider the risk factors incorporated by reference to our 2025 Annual Report and in the accompanying prospectus. If any of the following events actually occurs, our business, operating results, prospects, or financial condition could be materially and adversely affected. The risks described below are not the only ones that we face. Additional risks not presently known to us or that we currently deem immaterial may also significantly impair our business operations and could result in a complete loss of your investment.

Risks Related to Doing Business in China

Escalating U.S.-China trade tensions and shifting international trade policies may increase our costs, disrupt supply chains, and adversely affect customer demand, thereby materially impacting our business, financial condition, and results of operations.

There have been heightened tensions in international relations, particularly between the United States and China. Recently, the U.S. government has taken steps to reassess its trade policies with several countries, with a primary focus on China. These policies have undergone significant changes, including the imposition of escalating tariffs, strategic export controls, and targeted sanctions. However, the future direction of U.S. and global trade policy remains uncertain. It is unclear what additional actions may be taken by the U.S. or other governments regarding international trade agreements, tariffs on imported goods, tax policies related to international commerce, or other trade-related measures. Should new tariffs, legislation, or regulations be introduced, or if existing trade agreements are renegotiated or further retaliatory actions are taken in response to ongoing U.S.-China trade tensions, such developments could adversely affect the demand for our products, limit our access to certain markets, or impair the competitiveness of our pricing.

These tensions have strained both diplomatic and economic relations between the two countries. Heightened geopolitical friction may reduce trade volumes, investment activity, technology exchange, and other forms of economic engagement between the U.S. and China. A further deterioration in international relations could negatively impact China’s broader economic and social conditions. Given our dependence on the Chinese market, any such developments may have a material adverse effect on our business, financial condition, and results of operations.

In addition to trade related tensions between China and the United States, the U.S. government escalated tensions between the U.S. and China in recent years by revoking Hong Kong’s special trading status. Also, the Congress of the United States enacted the Uyghur Forced Labor Prevention Act (the “UFLPA”) in December 2021. Effective from June 21, 2022, the UFLPA creates a rebuttable presumption that goods mined, produced, or manufactured (wholly or in part) in China’s Xinjiang Uyghur Autonomous Region are made with forced labor, where goods designated as such will be subject to an import ban into the United States. The President of the United States may also impose sanctions on companies that knowingly engage in, are responsible for, or facilitate forced labor in Xinjiang. As of the date of this prospectus, we do not have any operations in Xinjiang Uyghur Autonomous Region, and our business is not impacted by the UFLPA.

Moreover, recently, the war in Ukraine and sanctions on Russia have increased the uncertainties in the relations between China and the United States, and tensions between these two countries could be heightened as a result. These tensions have affected both diplomatic and economic ties between the two countries. Heightened tensions could reduce levels of trade, investments, technological exchanges, and other economic activities between the two major economies. The impacts of the war in Ukraine and sanctions on Russia to our business are very limited, because the PRC subsidiaries and the VIE and its subsidiaries source their raw materials from China, Romania and Indonesia and can seek alternative suppliers to their current suppliers from such sources without undue cost or effort. The prices of main raw materials used in the products were stable in fiscal years ended December 31, 2025 and 2024. However, the existing tensions and any further deterioration in international relations may have a negative impact on the general, economic, political, and social conditions in China and, given our reliance on the foregoing markets for raw materials, could adversely impact our business, financial condition, and results of operations.

Our cost structure is sensitive to the prices of components and raw materials, which are subject to global commodity market conditions, supply chain disruptions, and transportation costs. Continued increases due to tariffs or supply chain inefficiencies may erode our gross margins. Furthermore, increased costs borne by our customers, particularly those with international exposure, could be passed on to us, potentially affecting our revenue and operating margins. Although we are taking measures to safeguard our operational flexibility and evaluating alternative sourcing and technological solutions, we cannot guarantee that these measures will fully shield us from the broader economic and regulatory effects of the ongoing trade conflict and policy shifts. As a result, our business, financial condition, and results of operations could be materially and adversely affected by continued trade tensions, rising costs, and regulatory uncertainty in the global trade environment.

S-20

Risks Related to this Offering and our Class A Ordinary Shares

Our share price may be volatile and could decline substantially.

The market price of our Class A ordinary shares may be volatile, both because of actual and perceived changes in our financial results and prospects, and because of general volatility in the stock market. The factors that could cause fluctuations in our share price may include, among other factors discussed in this section, the following:

●

actual or anticipated variations in the financial results and prospects of our Company or other companies in the retail business;

●

changes in financial estimates by research analysts;

●

mergers or other business combinations involving us;

●

additions and departures of key personnel and senior management;

●

changes in accounting principles;

●

the passage of legislation or other developments affecting us or our industry;

●

the trading volume of our Class A ordinary shares in the public market;

●

the release of lockup, escrow, or other transfer restrictions on our outstanding equity securities or sales of additional equity securities;

●

potential litigation or regulatory investigations;

●

changes in economic conditions, including fluctuations in global and Chinese economies;

●

financial market conditions;

	●	any pandemic or disease events;

	●	natural disasters, terrorist acts, acts of war, or periods of civil unrest; and

●

the realization of some or all of the risks described in this section.

In addition, the stock markets have experienced significant price and trading volume fluctuations from time to time, and the market prices of the equity securities of retailers have been extremely volatile and are sometimes subject to sharp price and trading volume changes. These broad market fluctuations may materially and adversely affect the market price of our Class A ordinary shares.

Our failure to meet the continued listing requirements of the Nasdaq Capital Market could result in our Class A ordinary shares being delisted from Nasdaq.

Our Class A Ordinary Shares are listed on the Nasdaq Capital Market. To maintain our listing, we are required to satisfy continued listing requirements of Nasdaq. On May 20, 2026, the Company received a written notification letter (the “Notification Letter”) from the Listing Qualifications Department of Nasdaq, advising the Company that it is not in compliance with the minimum bid price requirement set forth in the Nasdaq Listing Rules for continued listing on the Nasdaq. The Notification Letter does not impact the Company’s listing on Nasdaq at this time. In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has been provided 180 calendar days, or until November 16, 2026, to regain compliance with Nasdaq Listing Rule 5550(a)(2). To regain compliance, the Company’s Class A Ordinary Shares must have a closing bid price of at least $1.00 for a minimum of 10 consecutive business days. In the event the Company does not regain compliance by November 16, 2026, the Company may be eligible for additional time to regain compliance or may face delisting. The Company’s business operations are not affected by the receipt of the Notification Letter. The Company intends to monitor the closing bid price of its Class A Ordinary Shares and may, if appropriate, consider implementing available options, including, but not limited to, implementing a reverse share split of its outstanding Class A Ordinary Shares, to regain compliance with the minimum bid price requirement under the Nasdaq Listing Rules. In the event that the Company requests from The Nasdaq Stock Market additional time to regain compliance, there is no assurance that such request will be granted.

If the Company fails to satisfy the minimum bid price requirement or any other continued listing requirement, Nasdaq may take steps to delist our securities. In the event of a delisting, we can provide no assurance that any action taken by us to restore compliance with listing requirements would allow our securities to become listed again, stabilize the market price or improve the liquidity of our securities, prevent our securities from dropping below the Nasdaq minimum bid price requirement or prevent future non-compliance with the listing requirements of Nasdaq. There can be no assurance that we will maintain the compliance of our securities with the Nasdaq listing requirements.

If we are delisted from Nasdaq, our securities may be eligible for trading on an over-the-counter market. If we are not able to obtain a listing on another stock exchange or quotation service for our securities, it may be extremely difficult or impossible for shareholders to sell their shares. If we are delisted from Nasdaq, but obtain a substitute listing for our securities, it will likely be on a market with less liquidity, and therefore our securities may experience potentially more price volatility than experienced on Nasdaq. Shareholders may not be able to sell their securities on any such substitute market in quantities, at the times, or at the prices that could potentially be available on a more liquid trading market. As a result of these factors, if our securities are delisted from Nasdaq, the value and liquidity of our securities would likely be significantly adversely affected. A delisting of our securities from Nasdaq could also adversely affect our ability to obtain financing for our operations and/or result in a loss of confidence by investors, employees and/or business partners.

S-21

Since our management will have broad discretion in how we use the proceeds from this offering, we may use the proceeds in ways with which you disagree.

Our management will have significant flexibility in applying the net proceeds of this offering. You will be relying on the judgment of our management with regard to the use of those net proceeds, and you will not have the opportunity, as part of your investment decision, to influence how the proceeds are being used. It is possible that the net proceeds will be invested in a way that does not yield a favorable, or any, return for us. The failure of our management to use such funds effectively could have a material adverse effect on our business, financial condition, operating results, and cash flow.

Future sales of our Class A ordinary shares, whether by us or our shareholders, could cause the price of our Class A ordinary shares to decline.

If our existing shareholders sell, or indicate an intent to sell, substantial amounts of our Class A ordinary shares in the public market, the trading price of our Class A ordinary shares could decline significantly. Similarly, the perception in the public market that our shareholders might sell our Class A ordinary shares could also depress the market price of our shares. A decline in the price of our Class A ordinary shares might impede our ability to raise capital through the issuance of additional Class A ordinary shares or other equity securities. In addition, the issuance and sale by us of additional Class A ordinary shares, or securities convertible into or exercisable for our Class A ordinary shares, or the perception that we will issue such securities, could reduce the trading price for our Class A ordinary shares as well as make future sales of equity securities by us less attractive or not feasible.

SEC Form 424B5 filed by E-Power Inc.