424B5 1 erayak424b5031026.htm FORM 424B5

Filed pursuant to Rule 424(b)(5)
Registration No. 333-278347

Prospectus Supplement

(To Prospectus dated March 28, 2024)

Up to $20,000,000 Class A Ordinary Shares

ERAYAK Power Solution Group Inc.

We have entered into a Sales Agreement (the “Sales Agreement”) with Craft Capital Management LLC (“Craft” or the “Sales Agent”), dated March 13, 2026, relating to the sale of our class A ordinary shares of par value of US$0.022 each (the “Class A Ordinary Shares”) offered by this prospectus supplement and the accompanying base prospectus. This prospectus supplement replaces and supersedes the prospectus supplement dated September 29, 2025 that related to our prior Sales Agreement with the Sales Agent, which was terminated on February 26, 2026. In accordance with the terms of the Sales Agreement, we may offer and sell our Class A Ordinary Shares from time to time up to an aggregate offering price of up to $20,000,000 through or to the Sales Agent, acting as sales agent or principal.

Upon our delivery of a placement notice and subject to the terms and conditions of the Sales Agreement, the Sales Agent may sell our Class A Ordinary Shares by methods deemed to be an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended (the “Securities Act”). The Sales Agent is not required to sell any specific number or dollar amount of securities, but will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of The Nasdaq Capital Market (“Nasdaq”) to sell such Class A Ordinary Shares. There is no arrangement for funds to be received in any escrow, trust or similar arrangement.

We will pay the Sales Agent a total commission for its services in acting as agent in the sale of our Class A Ordinary Shares equal to 4.0% of the gross sales price per share of all shares sold through the Sales Agent as agent under the Sales Agreement. See “Plan of Distribution” for information relating to certain commissions and expenses of the Sales Agent to be reimbursed by us.

In connection with the sale of Class A Ordinary Shares on our behalf, the Sales Agent will be deemed to be an “underwriter” within the meaning of the Securities Act and the compensation of the Sales Agent will be deemed to be underwriting commissions or discounts. We have also agreed to provide indemnification and contribution to the Sales Agent with respect to certain liabilities, including liabilities under the Securities Act or the Exchange Act of 1934, as amended (the “Exchange Act”).

Our Class A Ordinary Shares are listed on The Nasdaq Capital Market, or Nasdaq, under the symbol “RAYA.” On March 12, 2026, the last reported sale price of our Class A Ordinary Shares on Nasdaq was $0.9081 per share. On September 30, 2025, the 220-for-1 reverse stock split was effective, and unless otherwise specified, all share and per share data in this prospectus gives effect to the reverse stock split. The audited consolidated financial statements of the Company included in the Annual Report on Form 20-F for the years ended December 31, 2023 and 2024 which are incorporated by reference into this prospectus are presented without giving effect to the reverse stock split.

Investors are cautioned that you are not buying shares of a PRC-based operating company but instead are buying shares of a Cayman Islands holding company with operations conducted by our subsidiaries based in PRC and that this structure involves unique risks to investors.

This is an offering of the Class A Ordinary Shares of the Cayman Islands holding company. We conduct our business through the PRC subsidiaries. You will not and may never have direct ownership in the operating entity based in China. We do not use a Variable Interest Entity (“VIE”) structure.

Throughout this prospectus, unless the context indicates otherwise, references to “Erayak”, “we,” “us,” the “Company,” “our company” refer to ERAYAK Power Solution Group Inc., a holding company. References to “Subsidiaries,” “Operating Subsidiaries” or “PRC Subsidiaries” refer to Erayak’s subsidiaries established under the laws of the People’s Republic of China. References to “Group” are to Erayak and its consolidated subsidiaries collectively.

ERAYAK Power Solution Group Inc., or Erayak, is a holding company incorporated in Cayman Islands. As a holding company with no material operations, Erayak conducts a substantial majority of its operations through its subsidiaries established in the People’s Republic of China, or the PRC or China. Because of our corporate structure as a Cayman Islands holding company with operations conducted by our PRC subsidiaries, it involves unique risks to investors. Furthermore, Chinese regulatory authorities could change the rules and regulations regarding foreign ownership in the industry in which the company operates, which would likely result in a material change in our operations and/or a material change in the value of the securities we are registering for sale, including that it could cause the value of such securities to significantly decline or become worthless. Investors in our Class A Ordinary Shares should be aware that they will not and may never directly hold equity interests in the PRC operating entities, but rather purchasing equity solely in Erayak, our Cayman Islands holding company. Furthermore, shareholders may face difficulties enforcing their legal rights under United States securities laws against our directors and officers who are located outside of the United States.

Investing in our Class A Ordinary Shares involves a high degree of risk. Before buying any Class A Ordinary Shares, you should carefully read the discussion of material risks of investing in our Class A Ordinary Shares in “Risk Factors” beginning on page S-19 of this prospectus and our most recent annual report on Form 20-F.

The Chinese government has exercised and continues to exercise substantial control over virtually every sector of the Chinese economy through regulation and state ownership. Our ability to operate in China may be harmed by changes in its laws and regulations, including those relating to taxation, environmental regulations, land use rights, property and other matters. The central or local governments of these jurisdictions may impose new, stricter regulations or interpretations of existing regulations that would require additional expenditures and efforts on our part to ensure our compliance with such regulations or interpretations. Accordingly, government actions in the future, including any decision not to continue to support recent economic reforms and to return to a more centrally planned economy or regional or local variations in the implementation of economic policies, could have a significant effect on economic conditions in China or particular regions thereof, and could require us to divest ourselves of any interest we then hold in Chinese properties. See “Risk Factors — Risks Related to Doing Business in China — Uncertainties in the interpretation and enforcement of Chinese laws and regulations could limit the legal protections available to us” on page 34 of the 2024 Annual Report, “Any actions by the Chinese government to exert more oversight and control over offerings that are conducted overseas and foreign investment in China-based issuers could significantly limit or completely hinder our ability to offer or continue to offer our Class A Ordinary Shares to investors and cause the value of our Class A Ordinary Shares to significantly decline or be worthless. The M&A Rules and certain other PRC regulations establish complex procedures for some acquisitions of Chinese companies by foreign investors, which could make it more difficult for us to pursue growth through acquisitions in China” on page 21 of the 2024 Annual Report, and “We may lose the ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless if the Chinese government may exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers” on page 32 of the 2024 Annual Report.

In particular, as substantially all of our operations are conducted through the PRC subsidiaries, we are subject to certain legal and operational risks associated with our operations in China, including those changes in the legal, political and economic policies of the Chinese government, the relations between China and the United States, or Chinese or United States regulations may materially and adversely affect our business, financial condition and results of operations. PRC laws and regulations governing our current business operations are sometimes vague and uncertain, and therefore, these risks could result in a material change in our operations and/or the value of our ordinary shares or could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of our ordinary shares to significantly decline or be worthless. Recently, the PRC government initiated a series of regulatory actions and statements to regulate business operations in China with little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over China-based companies listed overseas using variable interest entity structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement.

As confirmed by our PRC counsel, Gaopeng & Partners, we will not be subject to cybersecurity review with the Cyberspace Administration of China, or the “CAC,” after the Cybersecurity Review Measures became effective on February 15, 2022, since we currently do not have over one million users’ personal information and do not anticipate that we will be collecting over one million users’ personal information in the foreseeable future, which we understand might otherwise subject us to the Cybersecurity Review Measures; we are also not subject to network data security review by the CAC if the Draft Regulations on the Network Data Security Administration are enacted as proposed, since we currently do not have over one million users’ personal information and do not collect data that affects or may affect national security and we do not anticipate that we will be collecting over one million users’ personal information or data that affects or may affect national security in the foreseeable future, which we understand might otherwise subject us to the Security Administration Draft. See “Risk Factors — Risks Related to Doing Business in China” on page 16 of the 2024 Annual Report.

On February 17, 2023, the China Securities Regulatory Commission, or the CSRC, announced the Circular on the Administrative Arrangements for Filing of Securities Offering and Listing by Domestic Companies, or the Circular, and released a set of new regulations which consists of the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies, or the Trial Measures, and five supporting guidelines. On the same date, the CSRC also released the Notice on the Arrangements for the Filing Management of Overseas Listing of Domestic Companies, or the Notice. The Trial Measures came into effect on March 31, 2023. The Trial Measures refine the regulatory system by subjecting both direct and indirect overseas offering and listing activities to the CSRC filing-based administration. Requirements for filing entities, time points and procedures are specified. A PRC domestic company that seeks to offer and list securities in overseas markets shall fulfill the filing procedure with the CSRC per the requirements of the Trial Measures. Where a PRC domestic company seeks to indirectly offer and list securities in overseas markets, the issuer shall designate a major domestic operating entity, which shall, as the domestic responsible entity, file with the CSRC. The Trial Measures also lay out requirements for the reporting of material events. Breaches of the Trial Measures, such as offering and listing securities overseas without fulfilling the filing procedures, shall bear legal liabilities, including a fine between RMB 1.0 million (approximately $150,000) and RMB 10.0 million (approximately $1.5 million), and the Trial Measures increase the cost for offenders by enforcing accountability with administrative penalties and incorporating the compliance status of relevant market participants into the Securities Market Integrity Archives.

According to the Circular, since the date of effectiveness of the Trial Measures on March 31, 2023, PRC domestic enterprises falling within the scope of filing that have been listed overseas or met the following circumstances are “existing enterprises”: before the effectiveness of the Trial Measures on March 31, 2023, the application for indirect overseas issuance and listing has been approved by the overseas regulators or overseas stock exchanges (such as the registration statement has become effective on the U.S. market), it is not required to perform issuance and listing supervision procedures of the overseas regulators or overseas stock exchanges, and the overseas issuance and listing will be completed by September 30, 2023. Existing enterprises are not required to file with the CSRC immediately, and filings with the CSRC should be made as required if they involve refinancings and other filing matters. PRC domestic enterprises that have submitted valid applications for overseas issuance and listing but have not been approved by overseas regulatory authorities or overseas stock exchanges at the date of effectiveness of the Trial Measures on March 31, 2023 can reasonably arrange the timing of filing applications with the CSRC and shall complete the filing with the CSRC before the overseas issuance and listing.

In addition, an overseas-listed company must also submit the filing with respect to its follow-on offerings, issuance of convertible corporate bonds and exchangeable bonds, and other equivalent offering activities, within the time frame specified by the Trial Measures. As a result, we will be required to file with the CSRC within three business days after the completion of the offerings in connection with this registration statement. We will begin the process of preparing a report and other required materials in connection with the CSRC filing, which will be submitted to the CSRC in due course. However, if we do not maintain the permissions and approvals of the filing procedure in a timely manner under PRC laws and regulations, we may be subject to investigations by competent regulators, fines or penalties, ordered to suspend our relevant operations and rectify any non-compliance, prohibited from engaging in relevant business or conducting any offering, and these risks could result in a material adverse change in our operations, limit our ability to offer or continue to offer securities to investors, or cause such securities to significantly decline in value or become worthless. As the Circular and Trial Measures were newly published, there exists uncertainty with respect to the filing requirements and their implementation. Any failure or perceived failure of us to fully comply with such new regulatory requirements could significantly limit or completely hinder our ability to offer or continue to offer securities to investors, cause significant disruption to our business operations, and severely damage our reputation, which could materially and adversely affect our financial condition and results of operations and could cause the value of our securities to significantly decline or be worthless. See “Risk Factors — Risks Related to Doing Business in China — The filing, approval or other administration requirements of the Chinese Securities Regulatory Commission (the “CSRC”) or other PRC government authorities may be required in connection with our future offshore offering under PRC law, and, if required, we cannot predict whether or for how long we will be able to complete the filing procedure with the CSRC and obtain such approval or complete such filing, as applicable” on page 16 of the 2024 Annual Report.

As of the date of this prospectus, according to our PRC counsel, Gaopeng & Partners, although we are required to complete the filing procedure in connection with our offerings under the Trial Measures, no relevant PRC laws or regulations in effect require that we obtain permission from any PRC authorities to issue securities to foreign investors, and we have not received any inquiry, notice, warning, sanction, or any regulatory objection to this offering from the CSRC, the CAC, or any other PRC authorities that have jurisdiction over our operations.

The Standing Committee of the National People’s Congress, or the SCNPC, or other PRC regulatory authorities may in the future promulgate laws, regulations or implementing rules that requires our company or any of our subsidiaries to obtain regulatory approval from Chinese authorities before listing in the U.S. In other words, although the Company has not received any denial to list on the U.S. exchange, our operations could be adversely affected, directly or indirectly; our ability to offer, or continue to offer, securities to investors would be potentially hindered and the value of our securities might significantly decline or be worthless, by existing or future laws and regulations relating to its business or industry or by intervene or interruption by PRC governmental authorities, if we or our subsidiaries (i) do not receive or maintain such permissions or approvals, (ii) inadvertently conclude that such permissions or approvals are not required, (iii) applicable laws, regulations, or interpretations change and we are required to obtain such permissions or approvals in the future, or (iv) any intervention or interruption by PRC governmental with little advance notice. See “Risk Factors — Risks Related to Doing Business in China” beginning on page 16 of the 2024 Annual Report for a discussion of these legal and operational risks and information that should be considered before making a decision to purchase our Class A Ordinary Shares.

In addition, since 2021, the Chinese government has strengthened its anti-monopoly supervision, mainly in three aspects: (1) establishing the National Anti-Monopoly Bureau; (2) revising and promulgating anti-monopoly laws and regulations, including: the Anti-Monopoly Law (draft Amendment published on October 23, 2021 for public opinions), the anti-monopoly guidelines for various industries, and the detailed Rules for the Implementation of the Fair Competition Review System; and (3) expanding the anti-monopoly law enforcement targeting Internet companies and large enterprises. As of the date of this prospectus, the Chinese government’s recent statements and regulatory actions related to anti-monopoly concerns have not impacted our ability to conduct business, accept foreign investments, or list on a U.S. or other foreign exchange because neither the Company nor its PRC subsidiaries engage in monopolistic behaviors that are subject to these statements or regulatory actions.

Pursuant to the Holding Foreign Companies Accountable Act, or the HFCAA, if the Public Company Accounting Oversight Board, or the PCAOB, is unable to inspect an issuer’s auditors for three consecutive years, the issuer’s securities are prohibited to trade on a U.S. stock exchange. The PCAOB issued a Determination Report on December 16, 2021 which found that the PCAOB is unable to inspect or investigate completely registered public accounting firms headquartered in: (1) mainland China of the People’s Republic of China because of a position taken by one or more authorities in mainland China; and (2) Hong Kong, a Special Administrative Region and dependency of the PRC, because of a position taken by one or more authorities in Hong Kong. Furthermore, the PCAOB’s report identified the specific registered public accounting firms which are subject to these determinations. 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 by President Biden, which contained, among other things, an identical provision to the Accelerating Holding Foreign Companies Accountable Act and amended the HFCAA by requiring 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 prohibition on trading. On August 26, 2022, the PCAOB announced that it had signed a Statement of Protocol (the “SOP”) with the China Securities Regulatory Commission and the Ministry of Finance of China. The SOP, together with two protocol agreements governing inspections and investigations (together, the “SOP Agreement”), establishes a specific, accountable framework to make possible complete inspections and investigations by the PCAOB of audit firms based in mainland China and Hong Kong, as required under U.S. law. On December 15, 2022, the PCAOB announced that it was able to secure complete access to inspect and investigate PCAOB-registered public accounting firms headquartered in mainland China and Hong Kong completely in 2022. The PCAOB Board vacated its previous 2021 determinations that the PCAOB was unable to inspect or investigate completely registered public accounting firms headquartered in mainland China and Hong Kong. However, whether the PCAOB will continue to be able to satisfactorily conduct inspections of PCAOB-registered public accounting firms headquartered in mainland China and Hong Kong is subject to uncertainties and depends on a number of factors out of our and our auditor’s control. The PCAOB continues to demand complete access in mainland China and Hong Kong moving forward and is making plans to resume regular inspections in early 2023 and beyond, as well as to continue pursuing ongoing investigations and initiate new investigations as needed. The PCAOB has also indicated that it will act immediately to consider the need to issue new determinations with the HFCAA if needed.

Our auditor, Fortune CPA, our independent registered public accounting firm for the fiscal years ended December 31, 2024 and 2023, as auditors of companies that are traded publicly in the United States and a firm registered with the PCAOB, are subject to laws in the United States pursuant to which the PCAOB conducts regular inspections to assess Fortune CPA’s compliance with applicable professional standards. As of the date of this prospectus, Fortune CPA is not included in the list of PCAOB Identified Firms in the PCAOB Determination Report issued in December 2021. Fortune CPA is headquartered in Orange, California, and its registration with the PCAOB took effect in April 2022 and it is currently subject to PCAOB inspections. See “Risk Factors — Risks Related to Doing Business in China — The recent joint statement by the SEC and PCAOB, proposed rule changes submitted by Nasdaq, and the Holding Foreign Companies Accountable Act 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 offering” on page 32 of the 2024 Annual Report.

Our management monitors the cash position of each entity within our organization regularly and prepare budgets on a monthly basis to ensure each entity has the necessary funds to fulfill its obligation for the foreseeable future and to ensure adequate liquidity. In the event that there is a need for cash or a potential liquidity issue, it will be reported to our Chief Financial Officer and subject to approval by our board of directors, we will enter into an intercompany loan for the subsidiary in accordance with the applicable PRC laws and regulations. However, the funds or assets may not be available to fund operations or for other use outside of the PRC or Hong Kong due to interventions in or the imposition of restrictions and limitations on the ability of us or our subsidiaries by the PRC government to transfer cash or assets. See “Risk Factors — Risks Related to Doing Business in China — To the extent cash or assets in the business is in the PRC or Hong Kong or a PRC or Hong Kong entity, the funds or assets may not be available to fund operations or for other use outside of the PRC or Hong Kong due to interventions in or the imposition of restrictions and limitations on the ability of us or our subsidiaries by the PRC government to transfer cash or assets” on page 22 of the 2024 Annual Report

Under existing PRC foreign exchange regulations, payment of current account items, such as profit distributions and trade and service-related foreign exchange transactions, can be made in foreign currencies without prior approval from the State Administration of Foreign Exchange, or the SAFE, by complying with certain procedural requirements. Therefore, our PRC subsidiaries are able to pay dividends in foreign currencies to us without prior approval from SAFE, subject to the condition that the remittance of such dividends outside of the PRC complies with certain procedures under PRC foreign exchange regulations, such as the overseas investment registrations by our shareholders or the ultimate shareholders of our corporate shareholders who are PRC residents. Approval from, or registration with, appropriate government authorities is, however, required where the RMB is to be 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 also at its discretion restrict access in the future to foreign currencies for current account transactions. Current PRC regulations permit our PRC subsidiaries to pay dividends to the Company only out of their accumulated profits, if any, determined in accordance with Chinese accounting standards and regulations. As of the date of this prospectus, there are no restrictions or limitations imposed by the Hong Kong government on the transfer of capital within, into and out of Hong Kong (including funds from Hong Kong to the PRC), except for transfer of funds involving money laundering and criminal activities. Cayman Islands law prescribes that a company may only pay dividends out of its profits or share premium, and that a company may only pay dividends if, immediately following the date on which the dividend is paid, the company remains able to pay its debts as they fall due in the ordinary course of business. Other than that, there is no restrictions on Erayak’s ability to pay dividends to its shareholders. See “Prospectus Summary — Transfers of Cash to and from Our Subsidiaries,” and “Risk Factors — Risks Related to Doing Business in China — To the extent cash or assets in the business is in the PRC or Hong Kong or a PRC or Hong Kong entity, the funds or assets may not be available to fund operations or for other use outside of the PRC or Hong Kong due to interventions in or the imposition of restrictions and limitations on the ability of us or our subsidiaries by the PRC government to transfer cash or assets,” “Risk Factors — Risks Related to Doing Business in China — We are a holding company and we rely on our subsidiaries for funding dividend payments, which are subject to restrictions under PRC laws,” and “Risk Factors — Risks Related to Doing Business in China — Our PRC subsidiaries are subject to restrictions on paying dividends or making other payments to us, which may have a material adverse effect on our ability to conduct our business” on page 37 of the 2024 Annual Report.

As a holding company, we may rely on dividends to be paid by our PRC subsidiaries to fund our cash and financing requirements, including the funds necessary to pay dividends and other cash distributions to our shareholders, to service any debt we may incur and to pay our operating expenses. If our PRC subsidiaries incur debt on their own behalf in the future, the instruments governing the debt may restrict its ability to pay dividends or make other distributions to us. ERAYAK Power Solution Group Inc. is permitted under the Cayman Islands laws to provide funding to our subsidiary in Hong Kong through loans or capital contributions without restrictions on the amount of the funds, subject to satisfaction of applicable government registration, approval and filing requirements. Erayak HK is also permitted under the laws of Hong Kong to provide funding to ERAYAK Power Solution Group Inc. and Erayak BVI through dividend distribution without restrictions on the amount of the funds. The PRC has currency and capital transfer regulations that require us to comply with certain requirements for the movement of capital. The Company is able to transfer cash (US Dollars) to its PRC subsidiaries through an investment (by increasing the Company’s registered capital in a PRC subsidiary). The Company’s subsidiaries within China can transfer funds to each other when necessary, through the way of current lending. We have not been notified of any other restriction which could limit our PRC subsidiaries’ ability to transfer cash between PRC subsidiaries. As of the date of this prospectus, there has been no distribution of dividends or assets among the holding company or the subsidiaries. See “Prospectus Summary — Transfers of Cash to and from Our Subsidiaries” on page 4 and “Consolidated Financial Statements” incorporated by reference into this prospectus.

The structure of cash flows within our organization, and as summary of the applicable regulations, is as follows:

1. Our corporate structure is a direct holding structure without a VIE structure, that is, the overseas entity to be listed in the U.S., ERAYAK Power Solution Group Inc., or Erayak, wholly owns Wenzhou Wenjie Information Technology Co. Ltd., or Erayak WFOE or the WFOE, and other domestic operating entities indirectly through holding of the BVI business company, Erayak Power Solution Limited, or Erayak BVI, and Hong Kong company, Erayak Power Solution Hong Kong Limited, or Erayak HK.

2. Within our direct holding structure, the cross-border transfer of funds within our corporate group is legal and compliant with the laws and regulations of the PRC. After foreign investors’ funds enter Erayak at the close of this offering, the funds can be directly transferred to Erayak BVI and then Erayak HK, and then transferred to subordinate operating entities through the WFOE.

If the Company intends to distribute dividends, Ruike or Zhejiang Leiya will transfer the dividends to Erayak WOFE, which then will transfer the dividends to Erayak HK in accordance with the laws and regulations of the PRC, and then Erayak HK will transfer the dividends to Erayak BVI, which will transfer the dividends to Erayak, and the dividends will be distributed from Erayak to all shareholders respectively in proportion to the shares they hold, regardless of whether the shareholders are U.S. investors or investors in other countries or regions.

3. In the reporting periods and as of the date of this prospectus, except for transfers and loans made by Zhejiang Leiya and Erayak WFOE on behalf of the holding company to fulfill certain maintenance requirements in the Cayman Islands and legal expenses relating to this offering, no dividends or distributions have been made to date between the holding company and its subsidiaries, or to investors. See “Transfers of Cash to and from Our Subsidiaries” on page 4. Neither the holding company nor subsidiaries have declared dividends as of the date of this prospectus. For the foreseeable future, the Company intends to use the earnings for research and development, to develop new products and to expand its operations. As a result, we do not expect to pay any cash dividends. Also, as of the date of this prospectus, no cash generated from one subsidiary is used to fund another subsidiary’s operations and we do not anticipate any difficulties or limitations on our ability to transfer cash between subsidiaries. We have not installed any cash management policies that dictate the amount of such funding.

4. Our PRC subsidiaries’ ability to distribute dividends is based upon their distributable earnings. Current PRC regulations permit our PRC subsidiaries to pay dividends to their respective shareholders only out of their accumulated profits, if any, determined in accordance with PRC accounting standards and regulations. In addition, each of our PRC subsidiaries is 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 each of their registered capitals. These reserves are not distributable as cash dividends. See “Regulations Relating to Dividend Distributions” of the 2024 Annual Report for more information.

To address persistent capital outflows and the RMB’s depreciation against the U.S. dollar in the fourth quarter of 2016, the People’s Bank of China and SAFE have implemented a series of capital control measures in the subsequent months, including stricter vetting procedures for China-based companies to remit foreign currency for overseas acquisitions, dividend payments and shareholder loan repayments. The PRC government may continue to strengthen its capital controls and our PRC subsidiaries’ dividends and other distributions may be subject to tightened scrutiny in the future. The PRC government also imposes controls on the conversion of RMB into foreign currencies and the remittance of currencies out of the PRC. Therefore, we may experience difficulties in completing the administrative procedures necessary to obtain and remit foreign currency for the payment of dividends from our profits, if any. Furthermore, if our subsidiaries in the PRC incur debt on their own in the future, the instruments governing the debt may restrict their ability to pay dividends or make other payments.

We are an “emerging growth company” under the federal securities laws and will be subject to reduced public company reporting requirements. See “Prospectus Summary — Implications of Being an Emerging Growth Company” on page 14 for additional information.

Investing in our securities being offered pursuant to this prospectus involves a high degree of risk. You should carefully read and consider the “Risk Factors’’ section of this prospectus, and risk factors set forth in our most recent annual report on Form 20-F, in other reports incorporated herein by reference, and in the applicable prospectus supplement before you make your investment decision.

Neither the Securities and Exchange Commission, the Cayman Islands Monetary Authority, nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Sales Agent

CRAFT CAPITAL MANAGEMENT LLC

The date of this prospectus supplement is March 13, 2026.

TABLE OF CONTENTS

Prospectus Supplement

		Page
ABOUT THIS PROSPECTUS SUPPLEMENT		S-ii
SPECIAL NOTICE REGARDING FORWARD-LOOKING STATEMENTS		S-iii
PROSPECTUS SUPPLEMENT SUMMARY		S-1
RISK FACTORS		S-19
CAPITALIZATION		S-22
DILUTION		S-23
USE OF PROCEEDS		S-24
PLAN OF DISTRIBUTION		S-31
LEGAL MATTERS		S-32
EXPERTS		S-32
ENFORCEABILITY OF CIVIL LIABILITIES		S-33
INCORPORATION OF DOCUMENTS BY REFERENCE		S-35
WHERE YOU CAN FIND ADDITIONAL INFORMATION		S-36

Prospectus

		Page
ABOUT THIS PROSPECTUS		ii
SPECIAL NOTICE REGARDING FORWARD-LOOKING STATEMENTS		iii
PROSPECTUS SUMMARY		1
RISK FACTORS		16
CAPITALIZATION AND INDEBTNESS		36
DILUTION		37
USE OF PROCEEDS		37
DESCRIPTION OF SHARE CAPITAL		38
DESCRIPTION OF WARRANTS		53
DESCRIPTION OF DEBT SECURITIES		55
DESCRIPTION OF UNITS		63
DESCRIPTION OF SHARE PURCHASE CONTRACTS AND SHARE PURCHASE UNITS		64
DESCRIPTION OF RIGHTS		65
PLAN OF DISTRIBUTION		66
TAXATION		67
EXPENSES		67
MATERIAL CONTRACTS		67
MATERIAL CHANGES		67
LEGAL MATTERS		68
EXPERTS		68
INTERESTS OF EXPERTS AND COUNSEL		68
ENFORCEABILITY OF CIVIL LIABILITIES		69
INCORPORATION OF DOCUMENTS BY REFERENCE		71
WHERE YOU CAN FIND ADDITIONALINFORMATION		72

You should rely only on the information contained or incorporated by reference in this prospectus or any prospectus supplement. We have not authorized any person to provide you with different or additional information. If anyone provides you with different or inconsistent information, you should not rely on it. This prospectus is not an offer to sell securities, and it is not soliciting an offer to buy securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus or any prospectus supplement, as well as information we have previously filed with the SEC and incorporated by reference, is accurate as of the date on the front of those documents only. Our business, financial condition, results of operations and prospects may have changed since those dates.

S-i

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

	●	“Erayak” refers to ERAYAK Power Solution Group Inc., a Cayman Islands exempted company;

	●	“Erayak BVI” refers to Erayak Power Solution Limited, a British Virgin Islands business company and a wholly-owned subsidiary of Erayak;

	●	“Erayak HK” refers to Erayak Power Solution Hong Kong Limited, a Hong Kong company and a wholly-owned subsidiary or Erayak BVI;

	For the Year Ended		For the Year Ended		For the Year Ended
	December 31, 2024		December 31, 2023		December 31, 2022
Period Ended USD:RMB exchange rate		7.2993		7.0999		6.8972
Period Average USD:RMB exchange rate		7.1957		7.0809		6.7290

For the Year Ended December 31, 2023
No.	Transfer From	Transfer To	Approximate Value ($)		Purpose
1	ERAYAK Power Solution Group Inc.	Erayak Power Solution Hong Kong Limited		3,900,000	Investment

Approval	Recipient	Issuing body	Date of grant	Validity
Business License	Wenzhou Wenjie Information Technology Co. Ltd.	Wenzhou Market Supervision and Administration Bureau	December 11, 2019	Until December 10, 2069
Business License	Zhejiang Leiya Electronics Co. Ltd.	Wenzhou Market Supervision and Administration Bureau	April 27, 2009	Long-term without an expiration date
Certificate of customs declaration unit registration	Zhejiang Leiya Electronics Co. Ltd.	Wenzhou Customs of PRC	September 19, 2014	Long-term without an expiration date

Business License	Wenzhou New Focus Technology & Electronic Co., Ltd.	Wenzhou Market Supervision and Administration Bureau	August 12, 2020	Long-term without an expiration date
Certificate of customs declaration unit registration	Wenzhou New Focus Technology & Electronic Co., Ltd.	Wenzhou Customs of PRC	September 7, 2018	Long-term without an expiration date
Business License	Ruike Electronics (Wenzhou) Co., Ltd.	Wenzhou Market Supervision and Administration Bureau	December 5, 2023	Long-term without an expiration date

Securities offered by us pursuant to this prospectus supplement		Up to 22,024,006 Class A Ordinary Shares, having an aggregate offering price of up to US$20,000,000 of our Class A Ordinary Shares at an assumed offering price of $0.9081 per share, which was the closing price of our Class A Ordinary Shares on the Nasdaq Capital Market on March 12, 2026. The actual number of shares issued and sold, if any, will vary depending on the price at which shares may be sold from time to time during this offering.

Plan of distribution:		“At the market offering” that may be made from time to time on The Nasdaq Capital Market or other market for our ordinary shares in the United States through the Sales Agent. See the section entitled “Plan of Distribution” on page S-31 of this prospectus supplement.

Total Class A Ordinary Shares issued and outstanding before this offering		3,537,284 Class A Ordinary Shares

Total Class A Ordinary Shares issued and outstanding immediately after this offering		25,561,290 Class A Ordinary Shares assuming sales of 22,024,006 Class A Ordinary Shares, having an aggregate offering price of up to US$20,000,000 of our Class A Ordinary Shares at an assumed offering price of $0.9081 per share, which was the closing price of our Class A Ordinary Shares on the Nasdaq Capital Market on March 12, 2026. The actual number of shares issued and sold, if any, will vary depending on the price at which shares may be sold from time to time during this offering.

Use of proceeds		We intend to use the net proceeds from this offering for expanding our product portfolio in North America, investing in localized manufacturing and supply resilience, enhancing regulatory and safety compliance, building our U.S. service and go-to-market infrastructure, and supporting working capital and seasonal inventory positioning.”. See “Use of Proceeds” on page S-24 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-19 of this prospectus supplement, on page 16 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 “RAYA”

	●	on an actual basis, as derived from our audited consolidated financial statements as December 31, 2024, which are incorporated by reference into this prospectus supplement;

	●	on an as adjusted basis to give further effect to the issuance and sale of 175,401 Class A Ordinary Shares in the previous Registered Direct Offerings (post-Reverse Stock Split basis);

	●	on an as further adjusted basis to give further effect to the issuance and sale of 22,798,191 Class A Ordinary Shares at the offering price of US$0.8404 per Class A Ordinary Share in this offering.

	Actual			Pro forma As Adjusted			Pro forma As Further Adjusted
Cash and cash equivalents	$	1,324,809			11,584,809			30,784,809

Short-term debts, including amount due to a related party		15,534,264			15,534,264			15,534,264
Long-term debt		3,913,204			3,913,204			3,913,204
Total indebtedness	$	19,447,468			19,447,468			19,447,468

Shareholders’ equity:
Class A Ordinary shares: 225,401 shares issued and outstanding on actual basis; 854,059 shares outstanding on as adjusted basis; 24,652,250 shares outstanding on as further adjusted basis		4,959			18,789			542,350
Class B Ordinary shares: 4,545 shares issued and outstanding on actual basis; 40,910 shares outstanding on as adjusted and further adjusted basis		100			900			900
Additional Paid-in capital		18,641,264			27,837,444			47,313,884
Statutory surplus reserve		1,123,204			1,123,204			1,123,204
Retained earnings		8,061,204			8,061,204			8,061,204
Accumulated other comprehensive loss		(1,244,996	)		(1,244,996	)		(1,244,996	)
Total Shareholders’ Equity	$	26,585,735			35,796,546			55,796,546
Total capitalization	$	46,033,203			55,244,014			75,244,014

Public offering price per Class A Ordinary Share	US $	0.8404
Net tangible book value per Class A Ordinary Share as of December 31, 2024	US $	89.02
Decrease per Class A Ordinary Share attributable to investors under this prospectus supplement	US $	87.06
As adjusted net tangible book value per Class A Ordinary Share after this offering	US $	1.97
Net tangible book value dilution per Class A Ordinary Share to new investors	US $	(1.13	)

	June 30,		December 31,		December 31,
	2023		2022		2021

Period Ended RMB: USD exchange rate		7.2513		6.8972		6.3726
Period Average RMB: USD exchange rate		6.9283		6.7290		6.4508

For the Six Months Ended June 30, 2023
No.	Transfer From	Transfer To	Approximate Value ($)		Purpose
1	Wenzhou New Focus	Zhejiang Leiya		1,828,664	Payment for purchase of products from Zhejiang Leiya

For the Year Ended December 31, 2022
No.	Transfer From	Transfer To	Approximate Value ($)		Purpose
1	Erayak HK	Erayak		1,000	Bank account maintenance fee
2	Zhejiang Leiya	Erayak HK		339,700	Listing expenses, including audit, legal, registration, and director investigation expenses
3	Erayak HK	Zhejiang Leiya		10,846	Board expenses and F1 filing fee
4	Wenzhou New Focus	Zhejiang Leiya		2,305,550	Payment for purchase of products from Zhejiang Leiya

For the Year Ended December 31, 2021
No.	Transfer From	Transfer To	Approximate Value ($)		Purpose
1	Zhejiang Leiya	Erayak WFOE		39,275	Payment of Erayak legal expenses
2	Erayak WFOE	Erayak		39,275	As a loan to pay for legal expenses of Erayak
3	Wenzhou New Focus	Erayak WFOE		9,456	Payment of Erayak legal expenses
4	Erayak WFOE	Erayak		9,456	As a loan to pay for legal expenses of Erayak
5	Wenzhou New Focus	Zhejiang Leiya		5,110,109	Payment for purchase of products from Zhejiang Leiya

Approval	Recipient	Issuing body	Date of grant	Validity
Business License	Wenzhou Wenjie Information Technology Co. Ltd.	Wenzhou Market Supervision and Administration Bureau	December 11, 2019	Until December 10, 2069
Business License	Zhejiang Leiya Electronics Co. Ltd.	Wenzhou Market Supervision and Administration Bureau	April 27, 2009	Long-term without an expiration date
Certificate of customs declaration unit registration	Zhejiang Leiya Electronics Co. Ltd.	Wenzhou Customs of PRC	September 19, 2014	Long-term without an expiration date

Business License	Wenzhou New Focus Technology & Electronic Co., Ltd.	Wenzhou Market Supervision and Administration Bureau	August 12, 2020	Long-term without an expiration date
Certificate of customs declaration unit registration	Wenzhou New Focus Technology & Electronic Co., Ltd.	Wenzhou Customs of PRC	September 7, 2018	Long-term without an expiration date
Business License	Ruike Electronics (Wenzhou) Co., Ltd.	Wenzhou Market Supervision and Administration Bureau	December 5, 2023	Long-term without an expiration date

	●	reduced disclosure obligations regarding executive compensation in our periodic reports, proxy statements, and registration statements; and

	●	a delay in adopting new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies.

SEC Form 424B5 filed by Erayak Power Solution Group Inc.