tanh_424b5.htm

424B5 1 tanh_424b5.htm 424B5 tanh_424b5.htm

Filed Pursuant to Rule 424(b)(5)

Registration No. 333-274274

PROSPECTUS SUPPLEMENT

(To the Prospectus Dated September 11, 2023)

TANTECH HOLDINGS LTD

7,166,671 Class A Common Shares

We are offering 7,166,671 Class A Common Shares, no par value per share (“Class A Common Shares”), at an offering price of $0.30 per unit in a registered direct offering directly to institutional investors pursuant to a securities purchase agreement between us and the investors (the “Securities Purchase Agreement”).

In a concurrent private placement conducted pursuant to Regulation S under the Securities Act of 1933, as amended (the “Securities Act”), we are also selling to the same institutional investors (i) Series E Common Warrants to purchase up to 21,500,013 Class A Common Shares at an exercise price of $0.30 per share and (ii) Series F Common Warrants to purchase up to 21,500,013 Class A Common Shares at an exercise price of $0.35 per share (together, the “Warrants”). The Warrants and the Class A Common Shares issuable upon the exercise of the Warrants are not being registered under the Securities Act, are not being offered pursuant to this prospectus supplement or the accompanying base prospectus and are being offered pursuant to the exemption from registration provided by Regulation S promulgated under the Securities Act. The Warrants were offered only to non-U.S. persons as defined under Regulation S. Aggregate gross proceeds to the Company from both transactions are expected to be approximately $2.15 million. See “Concurrent Private Placement of Warrants” beginning on page S-22 of this prospectus supplement.

The offering is expected to close on or about March 31, 2026, subject to customary closing conditions. There is no arrangement for funds to be received in an escrow, trust or similar arrangement.

No underwriter or placement agent is involved in this offering, and no commissions or underwriting discounts will be paid. The Securities Purchase Agreement will be filed as an exhibit to a Report on Form 6-K that we will file with the Securities and Exchange Commission in connection with this offering. See “Plan of Distribution” beginning on page S-21 for additional information.

As of the date of this prospectus supplement, the Company is authorized to issue an unlimited number of Class A Common Shares and an unlimited number of Class B Common Shares of no par value each (the “Class B Common Shares”). Holders of Class A Common Shares and Class B Common Shares have the same rights except for voting and conversion rights as set forth in our amended and restated memorandum and articles of association, as amended and restated from time to time (the “Memorandum and Articles”). In respect of matters requiring a vote of all shareholders, each holder of Class A Common Shares will be entitled to one (1) vote for each Class A Common Share held and each holder of Class B Common Shares will be entitled to fifty (50) votes for each Class B Common Share held. The Class B Common Shares are convertible into Class A Common Shares at any time after issuance at the option of the holder thereof on a one-for-one basis. As of the date of this prospectus supplement, we have 6,515,886 Class A Common Shares issued and outstanding.

Because the aggregate market value of our Class A Common Shares held by non-affiliates (our “public float”) is less than $75 million, General Instruction I.B.5 of Form F-3 limits the aggregate offering price of securities we may sell in primary offerings pursuant to this shelf registration statement during any 12-calendar-month period to one-third (1/3) of our public float (the “Cap”). As of March 31,2026, our public float was approximately $6,579,891.44, calculated using 6,514,744 Class A Common Shares held by non-affiliates, multiplied by $1.01 per share, the last reported closing sale price of our Class A Common Shares on the Nasdaq Capital Market on February 9, 2026, a date within 60 days prior to the date of this prospectus supplement. Accordingly, the Cap applicable during the 12-calendar-month period ending on and including the date of this prospectus supplement is approximately $2,193,297. During such 12-calendar-month period, we have not sold any securities in primary offerings pursuant to this shelf registration statement. Accordingly, the aggregate offering price of the Class A Common Shares offered pursuant to this prospectus supplement, approximately $2,150,000, represents the only primary offering under this shelf registration statement during such period and does not exceed the Cap. The Cap does not apply to the Series E Common Warrants and Series F Common Warrants, which are being sold in a concurrent private placement pursuant to Regulation S and are not being registered under or offered pursuant to this prospectus supplement or the registration statement of which it forms a part.

Our Class A Common Shares are listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “TANH.” On March 31, 2026, the last reported sale price of our Class A Common Shares was $0.59 per share.

We are a British Virgin Islands business company and are not a Chinese operating company. As a holding company with no material operations of our own, we conduct our operations through our subsidiaries in China and United States. The securities offered in this offering are of the offshore holding company, Tantech Holdings Ltd, which owns equity interests, directly or indirectly, of the operating subsidiaries. This holding structure involves unique risks to investors in that the PRC government could disallow our holding company structure, which would result in a material change in our operations and the value of such securities could significantly decline or become worthless. See “Item 3. Key Information—D. Risk Factor — Risks Related to Doing Business in China” in our 2024 Annual Report, as amended, which is incorporated by reference into this prospectus supplement. Unless otherwise stated, as used in this prospectus supplement and in the context of describing our operations and consolidated financial information, “Tantech” “we,” “us,” “Company,” or “our” refers to Tantech Holdings Ltd, a British Virgin Islands business company, and “PRC Subsidiaries” refer to our subsidiaries incorporated in mainland China. We will also refer to all of our subsidiaries as the “Subsidiaries.”

We are subject to legal and operational risks associated with being based in and having the majority of the company’s operations in the PRC. The Chinese government may intervene or influence the operation of our PRC operating entities and exercise significant oversight and discretion over the conduct of their business and may intervene in or influence their operations at any time, or may exert more control over offerings conducted overseas and/or foreign investment in China-based issuers, which could result in a material change in our operations and/or the value of our Class A Common Shares. Further, any actions by the Chinese government to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless. See “Item 3. Key Information—D. Risk Factor — Risks Related to Doing Business in China” in our 2024 Annual Report, as amended, which is incorporated by reference into this prospectus supplement.

Recently, the PRC government adopted a series of regulatory actions and issued statements to regulate business operations in China 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. As of the date of this prospectus supplement, we and our PRC 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, Guantao Law Firm, we are not subject to cybersecurity review with the Cyberspace Administration of China (the “CAC”), under the Cybersecurity Review Measures that became effective on February 15, 2022, since we are not critical information infrastructure operator (“CIIO”) or online platform operator, and 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 have not been notified by relevant government agencies or local authorities for data security assessment, and our data have not been publicly released as important data. Therefore, we do not need to declare our data for security assessment as important data to exit the country, under the Provisions on Regulating and Facilitating Cross-Border Data Flow that were promulgated by CAC and became effective on March 22, 2024. We are also not subject to network data security review by the CAC, since we currently do not conduct network data processing activities that affect or may affect national security, which we understand might otherwise subject us to the Regulation on Network Data Security Management. On February 17, 2023, the China Securities Regulatory Commission (the “CSRC”) promulgated the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies, or the “Trial Measures,” and five supporting guidelines, which came into effect on March 31, 2023. As advised by Guantao, we are required to complete necessary filing procedures pursuant to the Trial Measures within three working days after the completion of this offering. Notwithstanding the foregoing, as of the date of this prospectus supplement, according to Guantao, 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. See “Item 3. Key Information—D. Risk Factor — Risks Related to Doing Business in China” in our 2024 Annual Report, as amended, which is incorporated by reference into this prospectus supplement.

Our Class A Common Shares may be prohibited from trading on a national exchange or “over-the-counter” markets under the Holding Foreign Companies Accountable Act (the “HFCAA”) if the PCAOB determines it is unable to inspect or investigate completely our auditors for two consecutive years. Pursuant to the HFCAA, the PCAOB issued a Determination Report on December 16, 2021 which found that the PCAOB was unable to inspect or investigate completely registered public accounting firms headquartered in mainland China and Hong Kong. In addition, the PCAOB’s report identified the specific registered public accounting firms which are subject to these determinations. Our auditor, YCM CPA INC., headquartered in Irvine, California, has been inspected by the PCAOB on a regular basis. Our auditor was not among the PCAOB-registered public accounting firms headquartered in the PRC or Hong Kong that were subject to PCAOB’s determination. On December 15, 2022, the PCAOB removed mainland China and Hong Kong from the list of jurisdictions where it is unable to inspect or investigate completely registered public accounting firms. Notwithstanding the foregoing, in the future, if it is determined that the PCAOB is unable to inspect or investigate our auditor completely, or if there is any regulatory change or step taken by PRC regulators that does not permit our auditor to provide audit documentations to the PCAOB for inspection or investigation, or the PCAOB expands the scope of the Determination so that we are subject to the HFCAA, as the same may be amended, you may be deprived of the benefits of such inspection. Any audit reports not issued by auditors that are completely inspected or investigated by the PCAOB, or a lack of PCAOB inspections of audit work undertaken in China that prevents the PCAOB from regularly evaluating our auditor’s audits and their quality control procedures, could result in a lack of assurance that our financial statements and disclosures are adequate and accurate, which could result in limitation or restriction to our access to the U.S. capital markets and trading of our securities, including trading on the national exchange or “over-the-counter” markets, may be prohibited under the HFCAA. See “Item 3. Key Information—D. Risk Factor — Risks Related to Doing Business in China” in our 2024 Annual Report, as amended, which is incorporated by reference into this prospectus supplement.

As a holding company, we may rely upon dividends paid to us by our subsidiaries in the PRC to pay dividends and to finance any debt we may incur. As of the date of this prospectus, none of our subsidiaries has issued any dividends or distributions to us and we have not made any dividends or distributions to our shareholders, nor do we have any present plan to pay any cash dividends on our shares in the foreseeable future. We currently intend to retain most, if not all, of our available funds and any future earnings to operate and expand our business. Under PRC law, we may provide funding to our PRC subsidiaries through capital contributions or loans. For the year ended December 31, 2022, the Company provided working capital loans of $9.27 million in aggregate to its non-PRC Subsidiaries. For the year ended December 31, 2023, the Company provided working capital loans of $5.9 million in aggregate to a PRC Subsidiary and $0.9 million to non-PRC Subsidiaries. For the year ended December 31, 2024, the Company provided working capital loans of $7.3 million in aggregate to a U.S. Subsidiary. For the six months ended June 30, 2025, the Company provided working capital loans of $0.3 million in aggregate to a U.S. Subsidiary. As of the date of this prospectus, we do not anticipate any material difficulties on our ability to transfer cash between subsidiaries.

We are a “foreign private issuer” as defined under the U.S. federal securities laws and, as such, may elect to comply with certain reduced public company reporting requirements for this and future filings. See “Prospectus Supplement Summary— Implication of Being a Foreign Private Issuer” on page S-8.

Investing in our securities being offered involves a high degree of risk. You should carefully read and consider the risk factors beginning on page S-15 of this prospectus supplement and in the accompanying prospectus, as well as those included in the periodic and other reports we file with the Securities and Exchange Commission before you make your investment decision.

Neither the Securities and Exchange Commission, any United States state securities commission, the British Virgin 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.

The date of this prospectus supplement is March 31, 2026

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TABLE OF CONTENTS

PROSPECTUS SUPPLEMENT

		Class A Common Shares
ABOUT THIS PROSPECTUS SUPPLEMENT		S-2
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		S-3
ENFORCEABILITY OF CIVIL LIABILITIES		S-3
PROSPECTUS SUPPLEMENT SUMMARY		S-4
THE OFFERING		S-14
RISK FACTORS		S-15
USE OF PROCEEDS		S-18
DILUTION		S-19
DESCRIPTION OF THE SECURITIES WE ARE OFFERING		S-20
PLAN OF DISTRIBUTION		S-21
CONCURRENT PRIVATE PLACEMENT OF WARRANTS		S-22
LEGAL MATTERS		S-24
EXPERTS		S-24
INFORMATION INCORPORATED BY REFERENCE		S-24
WHERE YOU CAN FIND MORE INFORMATION		S-25

PROSPECTUS

ABOUT THIS PROSPECTUS		9
INFORMATION REGARDING FORWARD-LOOKING STATEMENTS; CAUTIONARY LANGUAGE		10
PROSPECTUS SUMMARY		11
RISK FACTORS		30
USE OF PROCEEDS		57
GENERAL DESCRIPTION OF THE SECURITIES WE MAY OFFER		58
DESCRIPTION OF SHARE CAPITAL		59
PLAN OF DISTRIBUTION		83
LEGAL MATTERS		85
EXPERTS		86
ENFORCEABILITY OF CIVIL LIABILITIES UNDER UNITED STATES FEDERAL SECURITIES LAWS AND OTHER MATTERS		86
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES		87
WHERE YOU CAN FIND MORE INFORMATION		87
INFORMATION INCORPORATED BY REFERENCE		88

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ABOUT THIS PROSPECTUS SUPPLEMENT

This prospectus supplement and the accompanying prospectus are part of a registration statement on Form F-3 (Registration No. 333-274274) that we filed with the Securities and Exchange Commission (the “SEC”), utilizing a “shelf” registration process. Generally, when we refer to this “prospectus,” we are referring to both parts of this document combined. This prospectus supplement describes the specific terms of the registered direct offering and concurrent private placement described herein. The accompanying prospectus provides more general information about the securities we may offer from time to time, some of which may not apply to this offering.

You should read this prospectus supplement and the accompanying prospectus, together with the additional information described under the headings “Where You Can Find More Information” and “Information Incorporated by Reference,” before investing in our securities. This prospectus supplement may add, update or change information contained in the accompanying prospectus and the documents incorporated by reference therein. As a result: (i) to the extent that any statement we make in this prospectus supplement is inconsistent with statements made in the accompanying prospectus or any documents incorporated by reference therein that were filed before the date of this prospectus supplement, the statements made in this prospectus supplement will be deemed to modify or supersede those made in the accompanying prospectus and such documents incorporated by reference therein; (ii) any statement contained in a document incorporated by reference in this prospectus supplement or the accompanying prospectus that is inconsistent with information in a document incorporated by reference herein or therein that we filed on an earlier date will be deemed to modify and supersede the statement in the document filed on the earlier date; and (iii) any information that we file with the SEC and incorporate by reference into this prospectus supplement after the date hereof will automatically update and supersede the information herein.

This prospectus supplement and the information incorporated herein by reference contain summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All such summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed, or will be incorporated by reference as exhibits to the registration statement of which this prospectus supplement is a part, and you may obtain copies of those documents as described below under the heading “Where You Can Find More Information.”

You should rely only on the information contained or incorporated by reference in this prospectus supplement and the accompanying prospectus, or contained in any free writing prospectus prepared by or on our behalf. We have not authorized anyone to provide you with information that is different. We take no responsibility for, and can provide no assurance as to the reliability of, any information that others may give you. If anyone provides you with different or inconsistent information, you should not rely on it. We are offering to sell, and seeking offers to buy, our securities only in jurisdictions where such offers and sales are permitted. You should assume that the information appearing in this prospectus supplement, the accompanying prospectus, the documents incorporated by reference herein and therein, and any free writing prospectus that we have authorized for use in connection with this offering, is accurate only as of the date of those respective documents, regardless of the time of delivery of this prospectus supplement or the date of any sale of our securities. 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 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. Moreover, such representations, warranties or covenants were accurate only as of the date when made. Accordingly, such representations, warranties and covenants should not be relied on as accurately representing the current state of our affairs.

The distribution of this prospectus supplement and the offer and sale of our securities in certain jurisdictions may be restricted by law. Persons in possession of this prospectus supplement or the accompanying prospectus are required to inform themselves about and observe any such restrictions. This prospectus supplement does not constitute, and may not be used in connection with, an offer to sell, or a solicitation of an offer to buy, any securities offered by this prospectus supplement by any person in any jurisdiction in which it is unlawful for such person to make such an offer or solicitation.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus supplement, the accompanying prospectus and the information incorporated by reference herein and therein contain or incorporate forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. These forward-looking statements reflect management’s beliefs and assumptions. In addition, these forward-looking statements reflect management’s current views with respect to future events or our financial performance, and involve certain known and unknown risks, uncertainties and other factors, including those identified below, which may cause our or our industry’s actual or future results, levels of activity, performance or achievements to differ materially from those expressed or implied by any forward-looking statements or from historical results. We intend the forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act and Section 21E of the Exchange Act. Forward-looking statements include information concerning our possible or assumed future results of operations and statements preceded by, followed by, or that include the words “may,” “will,” “could,” “would,” “should,” “believe,” “expect,” “plan,” “anticipate,” “intend,” “estimate,” “predict,” “potential” or similar expressions.

Forward-looking statements are inherently subject to risks and uncertainties, many of which we cannot predict with accuracy and some of which we might not even anticipate. Although we believe that the expectations reflected in the forward-looking statements are based upon reasonable assumptions at the time made, we can give no assurance that the expectations will be achieved. Future events and actual results, financial and otherwise, may differ materially from the results discussed in the forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements.

The factors described under “Risk Factors” in this prospectus supplement and in any documents incorporated by reference herein, and other factors could cause our or our industry’s future results to differ materially from historical results or those anticipated or expressed in any of our forward-looking statements. We operate in a continually changing business environment, and new risk factors emerge from time to time. Other unknown or unpredictable factors also could have material adverse effects on our future results, performance or achievements. We cannot assure you that projected results or events will be achieved or will occur.

You should read this prospectus supplement, the accompanying prospectus and the information incorporated by reference herein and therein completely and with the understanding that our actual future results may be materially different from what we expect. Any forward-looking statement speaks only as of the date of this prospectus supplement. We do not assume any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by law.

ENFORCEABILITY OF CIVIL LIABILITIES

We are incorporated under the laws of the British Virgin Islands with limited liability. We are incorporated in the British Virgin Islands because of certain benefits associated with being a British Virgin Islands corporation, such as political and economic stability, an effective judicial system, a favorable tax system, the absence of exchange control or currency restrictions and the availability of professional and support services. However, the British Virgin Islands has a less developed body of securities laws as compared to the United States and provides protections for investors to a lesser extent. In addition, British Virgin Islands companies may not have standing to sue before the federal courts of the United States.

Substantially all of our assets are located outside the United States. In addition, a majority of our directors and officers are nationals and/or residents of countries other than the United States, and all or a substantial portion of such persons’ assets are located outside the United States. As a result, it may be difficult for investors to effect service of process within the United States upon us or such persons or to enforce against them or against us, judgments obtained in United States courts, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state thereof.

We have appointed CT Corporation System as our agent to receive service of process with respect to any action brought against us in the United States District Court for the Southern District of New York under the federal securities laws of the United States or of any State of the United States or any action brought against us in the Supreme Court of the State of New York in the County of New York under the securities laws of the State of New York.

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PROSPECTUS SUPPLEMENT SUMMARY This summary highlights certain information about this offering and selected information contained or incorporated by reference into this prospectus supplement and the accompanying prospectus. This summary is not complete and does not contain all of the information that you should consider before deciding whether to invest in our Class A Common Shares. You should carefully read this entire prospectus supplement and accompanying prospectus, including the information incorporated herein and therein, including the “Risk Factors” section beginning on page S-15 of this prospectus supplement and the other documents incorporated by reference into this prospectus supplement, before making an investment decision. Except as otherwise indicated by the context, references in this prospectus to:

	·	“we,” “us,” “the Company,” “our,” “THL” and “Tantech” are to Tantech Holdings Ltd (formerly, Sinoport Enterprises Limited), a British Virgin Islands company limited by shares;

	·	USCNHK Holding are to USCNHK Holding Limited, a Hong Kong limited company, formed on December 13, 2024.

	·	EAG or Euroasia are to EAG International Vantage Capitals Limited, a Hong Kong limited company, which is a wholly owned subsidiary of THL;

	·	China East are to China East Trade Co., Limited., a Hong Kong company, which is a wholly owned subsidiary of EAG.

	·	Tanhome Inc are to TANHOME INC (formerly, Gohomeway Inc), a California corporation and a wholly-owned subsidiary of THL.

	·	Tanhome are to TANHOME GROUP INC (formerly, Gohomeway Group Inc), a California corporation and a wholly owned subsidiary of Tanhome Inc.

	·	EPakia are to EPakia Inc., a Delaware corporation and a wholly owned subsidiary of THL;

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	·	Xintong are to Xintong International Trading Limited, a Hong Kong company and a 85% owned subsidiary of EAG.

	·	“PRC Subsidiaries” and “Operating Subsidiaries” are to our subsidiaries established and operated in mainland China, including:

	·	Euroasia New Energy Automotive (Jiangsu) Co., Ltd. (“Euroasia New Energy”), which is a wholly owned subsidiary of EAG;

	·	Shanghai Jiamu Investment Management Co., Ltd. (“Jiamu”), which is a wholly owned subsidiary of EAG;

	·	Lishui Smart New Energy Automobile Co., Ltd. (“Lishui Smart”), which is a wholly owned subsidiary of Jiamu;

	·	Zhejiang Shangnilai Technology Co., Ltd. (“Shangnilai,” formerly Zhejiang Shangchi New Energy Automobile Co., Ltd.), which is a wholly owned subsidiary of Jiamu;

	·	Eurasia Holdings (Zhejiang) Co., Ltd. (“Eurasia Zhejiang”), which is a wholly owned subsidiary of EAG;

	·	Hangzhou Eurasia Supply Chain Co., Ltd. (“Hangzhou Eurasia”), which is a wholly owned subsidiary of Eurasia Zhejiang;

	·	Gangyu Trading (Jiangsu) Co., Ltd., which is a wholly owned subsidiary of Euroasia New Energy;

	·	Shangchi (Zhejiang) Intelligent Equipment Co., Ltd (“Shangchi Intelligent Equipment”), which is a wholly owned subsidiary of EAG;

	·	Shanghai Wangju Industrial Group Co., Ltd. (“Shanghai Wangju”), which is a wholly owned subsidiary of Jiamu;

	·	Shenzhen Shangdong Trading Co., Ltd. (“Shenzhen Shangdong”), which is a wholly owned subsidiary of Shanghai Wangju;

	·	First International Trade (Shenzhen) Co., Ltd. (“First International”, formerly, First International Commercial Factoring (Shenzhen) Co., Ltd.), which is 75% owned by Shenzhen Shangdong and 25% by China East; and

	·	Zhejiang Zhuguxingqi Technology Co., Ltd. (“Zhuguxingqi”), which is a wholly owned subsidiary of Jiamu;

	·	Shanghai Senhuixin technology Co., Ltd.(“Senhuixin”), which is a wholly owned subsidiary of Xintong;

	·	“RMB,” “Renminbi” and “¥” are to the legal currency of China and all references to “USD,” “U.S. dollars,” “dollars,” and “$” are to the legal currency of the United States; and

	·	“China” and “PRC” refer to the People’s Republic of China, and for the purpose of this prospectus only, excluding Taiwan, Hong Kong and Macau.

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Company Overview

Tantech is not a PRC operating company but a holding company incorporated in the British Virgin Islands. As a holding company, we own equity interests, directly or indirectly, in our Subsidiaries based in mainland China, Hong Kong and the U.S. The vast majority of the business operations are conducted by our Subsidiaries based in mainland China.

Our PRC Subsidiaries develop, manufacture and sell bamboo-based charcoal products for industrial energy applications and household cooking, heating, purification, agricultural and cleaning uses. We have grown over the past decade to become a pioneer in charcoal products industry made from carbonized bamboo. We are a highly specialized high-tech enterprise producing, researching and developing bamboo charcoal-based products with an established domestic and international sales and distribution network. We oversee a national sales network that has a presence in 19 cities throughout China for our charcoal products. Through distributors, our charcoal products are also sold in Japan, South Korea, Taiwan, the Middle East and Europe. In addition to our bamboo charcoal products, we also derive revenues from our trading activities, which primarily relate to industrial purchases and sales of charcoal.

Our products include purification and deodorization products, household cleaning products and barbecue charcoals designed for China’s domestic market. Purification and deodorization products and household cleaning products are sold under the brand name “Charcoal Doctor.” Purification and deodorization products include air purification products, deodorant products and bamboo vinegar. Household cleaning products include toilet cleaning products, kitchen cleaning products, personal care products and clothing detergent products. The largest category of our consumer products is purification and deodorization products. Made from dry distilled carbonized bamboo, our purification and deodorization products have the ability to absorb harmful substances and air-borne odors, including benzene, formaldehyde, ammonia and carbon tetrachloride. These products also come in many shapes and varieties for a multitude of purposes including pillows, cushion insoles, wrist pads, clothes hangers and other products. Bamboo vinegar is an additive that can be used in food processing, medical and hygiene products and fertilizer. Although it currently only accounts for a small portion of our revenue, bamboo vinegar products are crucial for us to maintain close ties with the agricultural industry which we believe will be a key area for growth in the coming years. Cleaning products, including disinfectants, detergents, lotions, specialized soaps and toilet cleaners are relatively new in our consumer products but provide us another opportunity for growth. Purchased from third parties and sold through our distribution channel, barbecue charcoals designed for China’s domestic market have also been a key source of revenue for us in recent years.

We own an indirect 18% interest in Libo Haokun Stone Co., Ltd., a marble mining operating company, and an indirect 14.76% interest in Fuquan Chengwang, a basalt mining company. Additionally, in April 2025, we acquired a 25.5% indirect equity interest in Shandong Liansen. Shandong Liansen owns and manages certain land use rights, and forests and plants that can be used for Chinese herbal medicine cultivation and flower cultivation.

In 2022, we expanded into two new lines of business — biodegradable packaging business and commercial factoring service. Biodegradable packaging is a type of packaging that is designed to break down naturally in the environment, without leaving behind harmful pollutants or waste. The market for biodegradable packaging has been growing rapidly in recent years, driven by increased awareness of environmental issues and the desire to reduce plastic waste. We have also offered commercial factoring services to customers seeking financing for their receivables. As of the date of this prospectus, the Company is no longer engaged in commercial factoring services and does not intend to continue in this line of business.

Recent Development

Amended and Restated Memorandum and Articles of Association

On December 30, 2025, at the Company’s annual meeting, the shareholders approved the resolutions to: (A) amend the authorized shares of the Company from (i) an unlimited number of shares of no par value each, to (ii) an unlimited number of Class A Shares of no par value each, with one vote per share (the “Class A Common Shares”), and an unlimited number of Class B Shares of no par value each, with fifty votes per share (the “Class B Common Shares”), and redesignate (i) all the authorized and issued shares of the Company as Class A Common Shares, save for 1,142 shares registered in the name of Tanbsok Group Ltd., and (ii) 1,142 shares held by Tanbsok Group Ltd. as 1,142 Class B Common Shares; and (B) adopt the Amended and Restated Memorandum and Articles of Association, to reflect the dual-class share structure and set out the rights and privileges of Class A Common Shares and Class B Common Shares. The Amended and Restated Memorandum and Articles of Association has been filed with the BVI Registrar of Corporate Affairs.

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Pursuant to the Amended and Restated Memorandum and Articles of Association, holders of Class A Common Shares and Class B Common Shares have the same rights except for voting and conversion rights. In respect of matters requiring a vote of all shareholders, on a poll, each holder of Class A Common Shares is entitled to one vote per Class A Common Share and each holder of Class B Common Shares is entitled to 50 votes per Class B Common Share. The Class A Common Shares are not convertible into shares of any other class. The Class B Common Shares are convertible into Class A Common Shares at any time after issuance at the option of the holder thereof on a one-for-one basis. No Class B Common Shares are being or will be converted as part of this offering.

Under the laws of the British Virgin Islands, the issuance of Class A Common Shares is effective upon entry of the shareholder in the Company’s register of members. Accordingly, the Class A Common Shares offered hereby will be issued only upon such entry in the register of members of the Company. As of the date of the prospectus supplement, the redesignation of the 1,142 shares held by Tanbsok Group Ltd. as 1,142 Class B Common Shares has not been completed due to certain administrative procedures of the Company’s transfer agent.

October 2025 Private Placement

On October 23, 2025, the Company entered into a securities purchase agreement with certain accredited investors, pursuant to which the Company agreed to issue and sell to the purchasers an aggregate of 3,614,464 Class A Common Shares, Series C warrants (the “Series C Warrants”) to purchase up to 10,843,392 Class A Common Shares, and Series D warrants (the “Series D Warrants,” and together with the Series C Warrants, the “Warrants”) to purchase up to 10,843,392 Class A Common Shares, in a private placement for gross proceeds of $6.0 million. Pursuant to the agreement, the Company sold to the purchasers an aggregate of 3,614,464 units at a purchase price of $1.66 per unit. Each unit consists of one Class A Common Share, three Series C Warrants and three Series D Warrants. The Warrants are exercisable immediately upon issuance and have a term of three years from the date of issuance. The Series C Warrants have an exercise price of $1.66 per share and the Series D Warrants have an exercise price of $1.83 per share. The exercise price and the number of warrant shares are subject to adjustment upon the occurrence of certain events, including share combination or similar recapitalization transactions. These securities were offered pursuant to an exemption from the registration requirements of Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), contained in Section 4(a)(2) thereof and/or Regulation D promulgated thereunder.

January 2025 Inducement Warrants

On January 7, 2025, the Company entered into inducement agreements (the “Inducement Agreements”) with certain holders of the Company’s Series A warrants originally issued pursuant to a securities purchase agreement dated April 22, 2024 (the “Series A Warrants”). Pursuant to the Inducement Agreements, the Company agreed, as consideration for exercising all or part of the Series A Warrants held by such holders, to issue new Series A Common Share purchase warrants, exercisable for 150% of the number of the warrant shares issuable upon exercise of the Series A Warrants (such new warrants, the “Inducement Warrants”) on or before January 21, 2025. The Inducement Warrants are exercisable immediately and have an exercise price of $6.448. The warrants have a term of five years and six months from the date of issuance. The exercise price and the number of warrant shares are subject to adjustment upon the occurrence of certain events, including share splits, business combination or similar recapitalization transactions. The exercise price of the Inducement Warrants is also subject to adjustment if the Company issues or is deemed to issue Class A Common Shares for less than the applicable exercise price of the Inducement Warrants, subject to a floor of $6.448 per share. The issuance of the Inducement Warrants was exempt from registration under Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated under the Securities Act.

Corporate Structure

The following diagram illustrates our current corporate structure:

Holding Company Structure

Tantech is a British Virgin Islands holding company incorporated on November 9, 2010 under the BVI Companies Act, 2004, as a company limited by shares. Tantech is a holding company with no substantial operations of its own. You may never hold equity interests in the operating PRC Subsidiaries. Tantech controls and receives the economic benefits of the business operations of our PRC subsidiaries through equity ownership. Euroasia was formed on April 27, 2015 as a limited company in Hong Kong under the Companies Ordinance (Chapter 32) of Hong Kong. Euroasia is a holding company owning equity interests in our subsidiaries based in mainland China. USCNHK Holding was formed on December 13, 2024 as a limited company in Hong Kong. Tanhome Holding was incorporated under California law on December 3, 2024. Each of USCNHK Holding and Tanhome Holding is a holding company with no substantial operations. We do not have a VIE in our corporate structure.

Our PRC Subsidiaries primarily engaged in developing, manufacturing and/or trading bamboo charcoal-based products include Shangnilai and Zhuguxingqi. Shanghai Senhuixin invests in forestry and herbal plants industries.

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Implication of Being a Foreign Private Issuer We are a foreign private issuer within the meaning of the rules under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As such, we are exempt from certain provisions applicable to United States domestic public companies. For example:

	·	we are not required to provide as many Exchange Act reports or provide periodic and current reports as frequently as a domestic public company;

	·	we are exempt from certain U.S. federal securities law provisions applicable to U.S. domestic issuers and are also permitted to rely on exemptions from certain Nasdaq corporate governance standards applicable to U.S. issuers, and such exemptions may afford less protection to shareholders;

	·	we are not required to provide the same level of disclosure on certain issues, such as executive compensation;

	·	we are exempt from certain provisions of Regulation FD aimed at preventing issuers from making selective disclosures of material information; and

	·	we are not required to comply with the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act.

Permission Required from the PRC Authorities for the Company’s Operation and Securities Issuance We conduct our business in China through our subsidiaries. Our operations in China are governed by PRC laws and regulations. We are required to obtain certain permissions from the PRC authorities to operate, issue securities to foreign investors, and transfer certain data. The PRC government has exercised, and may continue to exercise, substantial influence or control over virtually every sector of the Chinese economy through regulation and state ownership. Our ability to operate in China may be undermined if our PRC subsidiaries are not able to obtain or maintain approvals to operate in China. The central or local governments could impose new, stricter regulations or interpretations of existing regulations that could require additional expenditures, and efforts on our part to ensure our compliance with such regulations or interpretations. To operate our general business activities currently conducted in mainland China, each of our PRC subsidiaries is required to obtain a business license from the local counterpart of the State Administration for Market Regulation, or SAMR. Each of our PRC subsidiaries has obtained a valid business license from the local SAMR, and no application for any such license has been denied. As of the date of this prospectus, as advised by our PRC legal counsel, Guantao Law Firm, we and our PRC subsidiaries do not need to obtain any other licenses, approvals or certificates issued by the Chinese government authorities except for the business license. However, given the uncertainties of interpretation and implementation of relevant laws and regulations and the enforcement practice by government authorities, we cannot be certain that relevant policies in this regard will not change in the future, which may require us or our subsidiaries to obtain additional licenses, permits, filings or approvals for conducting our business in the PRC. If we or our subsidiaries do not receive or maintain required permissions or approvals, or inadvertently conclude that such permissions or approvals are not required, we may be subject to governmental investigations or enforcement actions, fines, penalties, suspension of operations, or be prohibited from engaging in relevant business or conducting securities offering, and these risks could result in a material adverse change in our operations, significantly limit or completely hinder our ability to offer or continue to offer securities to investors, or cause such securities to significantly decline in value or become worthless. Under current PRC laws, regulations and regulatory rules, as of the date of this prospectus, as advised by our PRC legal counsel, Guantao Law Firm, we and our PRC subsidiaries, (i) are required to file with the CSRC within 3 working days after completing the closing of the Offering (the “CSRC Filing”); other than the CSRC Filing, there is no specific requirement for the Company to obtain any approval, consent, permit, authorization, filing, registration, exemption, certificates, permission, waiver, endorsement, annual inspection, qualification or license from any government agency for the Offering under the applicable PRC Laws; (ii) are not required to go through cybersecurity review by the Cyberspace Administration of China, or the CAC; and (iii) have not received or were denied such requisite permissions by any PRC authority. However, the PRC government has recently indicated an intent to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers.

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On February 17, 2023, with the approval of the State Council, China Securities Regulatory Commission (the “CSRC”) issued the relevant system and rules for the management of overseas listing records, which will be implemented from March 31, 2023. A total of six institutional rules (the “Listing Records Rules”) have been issued this time, including the Trial Measures for the Administration of Overseas Issuance and Listing of Securities by Domestic Enterprises (hereinafter referred to as the “Trial Measures”) and five supporting guidelines. Under the Listing Records Rules, a company established in mainland China seeking securities offering and listing, by both direct or indirect means, in an overseas market is required to undertake filing procedures with the CSRC for its overseas offering and listing activities. The Trial Measures also set forth a list of circumstance under which overseas offering and listing by domestic companies established in mainland China is prohibit, including: (i) where such securities offering and listing is explicitly prohibited by the PRC laws; (ii) where the intended securities offering and listing may endanger national security as reviewed and determined by competent PRC authorities under the State Council in accordance with PRC laws; (iii) where the domestic company established in mainland China, or its controlling shareholders and the actual controller, have committed crimes such as corruption, bribery, embezzlement, misappropriation of property or undermining the order of the socialist market economy during the latest three (3) years; (iv) where the domestic company established in mainland China seeking securities offering and listing is suspected of committing crimes or major violations of laws and regulations, and is under investigation according to law, and no conclusion has yet been made thereof; and (v) where there are material ownership disputes over equity held by the controlling shareholder of the company established in mainland China or by other shareholders that are controlled by the controlling shareholder and/or actual controller. In accordance with the Trial Measures, the listing and trading of our Class A Common Shares on Nasdaq is deemed as an indirect overseas offering and listing by domestic companies established in mainland China, and thus, we are subject to the Listing Records Rules and the relevant filing procedures as required. Further, we believe, as of the date of this prospectus, none of the circumstances prohibiting the overseas offering and listing by domestic companies established in mainland China as listed above applies to us, and we can offer and continue to offer our Class A Common Shares on Nasdaq.

In accordance with the Notice on the Arrangement for the Filing of Overseas Offering and Listing by Domestic Companies issued by the CSRC along with the Listing Records Rules on the same day, we are deemed as an “Existing Issuer” because we had been listed overseas before March 31, 2023. Under such Notice, we are not required to undertake the initial filing procedure immediately. However, we shall carry out filing procedures as required in a timely manner for the subsequent events, including any further follow-up offerings on Nasdaq, dual and/or secondary offering and listing on different overseas markets, and occurrence of material events including change of control, investigations or sanctions imposed by overseas securities regulatory agencies or other relevant competent authorities, change of listing status or transfer of listing segment, and voluntary or mandatory delisting. If we or our mainland China Subsidiaries in future fail to undertake filing procedures as stipulated in the Trial Measures, or offer and list securities in an overseas market in violation of the Trial Measures, the CSRC may order rectification, issue warnings to us and/or our mainland China Subsidiaries, and impose a fine of between RMB 1,000,000 and RMB 10,000,000. The CSRC may also inform its regulatory counterparts in the overseas jurisdictions, such as the SEC, via cross-border securities regulatory cooperation mechanisms.

Further, on February 24, 2023, the CSRC, together with Ministry of Finance, National Administration of State Secrets Protection, and National Archives Administration of China, released the Provisions on Strengthening the Confidentiality and Archives Administration Related to the Overseas Securities Offering and Listing by Domestic Enterprises (the “Confidentiality Provisions”), which will come into effect on March 31, 2023 with the Trial Measures. Under the Confidentiality Provisions, domestic companies established in mainland China seeking overseas offering and listing, by both direct and indirect means, are required to institute a sound confidentiality and archives system. If such domestic companies established in mainland China intend to, either directly or through its overseas listed entity, publicly disclose or provide to relevant individuals or entities including securities companies, securities service providers and overseas regulators, any documents and materials that contain state secrets or working secrets of government agencies, they shall obtain approval from competent authorities and complete the relevant filing procedure with the competent secrecy administrative department prior to their disclosure or provision of such documents and materials. Further, if they provide or publicly disclose documents and materials which may adversely affect national security or public interests, they shall strictly follow the corresponding procedures in accordance with relevant laws and regulations. Once effective, any failure or perceived failure by us or our subsidiaries to comply with the above confidentiality and archives administration requirements under the Confidentiality Provisions and other relevant PRC laws and regulations may cause relevant entities to be held legally liable by competent authorities, and referred to the judicial organ to be investigated for criminal liability if suspected of committing a crime. As of the date of this prospectus, we believe that we and our subsidiaries have not provided or publicly disclosed any documents or materials involving state secrets or work secrets of PRC government agencies or any of which may adversely affect national security or public interests, to relevant securities companies, securities service institutions, overseas regulatory agencies and other entities and individuals. We intend to strictly comply with the Confidentiality Provisions and other relevant PRC laws and regulations in our offering and listing on Nasdaq in future.

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However, any failure of us or our mainland China subsidiaries to fully comply with the Listing Records Rules and/or the Confidentiality Provisions, once effective, may significantly limit or completely hinder our ability to offer or continue to offer our Class A Common Shares on Nasdaq, cause significant disruption to our business operations, severely damage our reputation, materially and adversely affect our financial condition and results of operations and cause our Class A Common Shares to significantly decline in value or become worthless.

On July 10, 2021, the CAC published a revised draft revision to the Cybersecurity Review Measures for public comment, or the Revised Cybersecurity Measures. Under these measures, an operator having more than one million users shall be subject to cybersecurity review before listing abroad. The cybersecurity review will evaluate the risk of critical information infrastructure, core data, important data, or a large amount of personal information being influenced, controlled or maliciously used by foreign governments after going public overseas. The procurement of network products and services, data processing activities and overseas listing should also be subject to cybersecurity review if they concern or potentially pose risks to national security. According to the effective Cybersecurity Review Measures, online platform/website operators of certain industries may be identified as critical information infrastructure operators by the CAC, once they meet standard as stated in the National Cybersecurity Inspection Operation Guide, and such operators may be subject to cybersecurity review. On December 28, 2021, the CAC, the National Development and Reform Commission (“NDRC”), and other government agencies jointly issued the final version of the Revised Measures for Cybersecurity Review, or the Measures, which took effect on February 15, 2022 and replaced the previously issued Revised Cybersecurity Review Measures. Under the Measures, an “online platform operator” in possession of personal data of more than one million users must apply for a cybersecurity review if it intends to list its securities on a foreign stock exchange. The operators of critical information infrastructure and the online platform operators (collectively, the “Operators”) carrying out data processing activities that affect or may affect national security, shall conduct a cybersecurity review, and any online platform operator who controls more than one million users’ personal information must go through a cybersecurity review by the cybersecurity review office if it seeks to be listed in a foreign country. Pursuant to the Measures, we believe we are not subject to the cybersecurity review by the CAC, given that (i) we possess personal information of a relatively small number of users in our business operations as of the date of this prospectus, significantly less than one million users; and (ii) data processed in our business does not have a bearing on national security and thus shall not be classified as core or important data by the PRC authorities. We don’t believe that we are an Operator within the meaning of the Measures, nor do we control more than one million users’ personal information, and as such, we should not be required to apply for a cybersecurity review under the Revised Measures. Further, an expert interpretation of the Measures published at the CAC’s website on February 17, 2022 indicated no application review is required for operators that have been listed abroad before the implementation of the Revised Cybersecurity Measures. However, the Measures were just recently released and there is a general lack of guidance and substantial uncertainties exist with respect to their interpretation and implementation. For example, certain terms used in the Measures are not defined and require further clarification on their meaning. Whether the data processing activities carried out by traditional enterprises (such as food, medicine, manufacturing, and merchandise sales enterprises) are subject to such review and the scope of the review remain to be further clarified by the regulatory authorities in the subsequent implementation process.

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Because we are relying on advice of our PRC counsel with regard to PRC laws, there is uncertainty inherent in relying on an opinion of counsel in connection with whether we are required to obtain permissions from a governmental agency that is required to approve of our operations and/or listings. In the event that a government approval is required, we cannot assure our investor that we will be able to receive clearance in a timely manner, or at all. Any failure of us to fully comply with new regulatory requirements may significantly limit or completely hinder our ability to offer or continue to offer our Class A Common Shares, cause significant disruption to our business operations, severely damage our reputation, materially and adversely affect our financial condition and results of operations and cause our shares to significantly decline in value or become worthless.

The Holding Foreign Companies Accountable Act (“HFCAA”)

Our Class A Common Shares may be prohibited from trading on a national exchange or “over-the-counter” markets under the HFCAA if the Public Company Accounting Oversight Board of the United States (“PCAOB”) determines it is unable to inspect or investigate completely our auditors for two consecutive years.

In recent years, U.S. regulatory authorities have continued to express their concerns about challenges in their oversight of financial statement audits of U.S.-listed companies with significant operations in China. As part of a continued regulatory focus in the United States on access to audit and other information, the Holding Foreign Companies Accountable Act, or the HFCAA, was enacted on December 18, 2020. The HFCAA includes requirements for the SEC to identify issuers whose audit work is performed by auditors that the PCAOB is unable to inspect or investigate completely because of a restriction imposed by a non-U.S. authority in the auditor’s local jurisdiction. The HFCAA also requires that, to the extent that the PCAOB has been unable to inspect an issuer’s auditor for three consecutive years since 2021, the SEC shall prohibit its securities registered in the United States from being traded on any national securities exchange or over-the-counter markets in the United States.

Pursuant to the HFCAA, 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 mainland China and Hong Kong. In addition, the PCAOB’s report identified the specific registered public accounting firms which are subject to these determinations. On August 26, 2022, the CSRC, the Ministry of Finance of the PRC (the “MOF”), and the PCAOB signed a Statement of Protocol (the “Protocol”), governing inspections and investigations of audit firms based in mainland China and Hong Kong. On December 15, 2022, the PCAOB determined that it was able to secure complete access to inspect and investigate registered public accounting firms headquartered in mainland China and Hong Kong and vacated 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 may consider the need to issue a new determination. On December 29, 2022, the Accelerating Holding Foreign Companies Accountable Act was signed into law as part of the Consolidated Appropriations Act, 2023, reducing the number of consecutive non-inspection years required for triggering the prohibitions under the HFCAA from three years to two. Our current auditor, YCM CPA INC., headquartered in Irvine, California, is a firm registered with the PCAOB and is required by the laws of the U.S. to undergo regular inspections by the PCAOB to assess its compliance with the laws of the U.S. and professional standards. YCM CPA INC. has been subjected to PCAOB inspections. Notwithstanding the foregoing, in the future, if it is later determined that the PCAOB is unable to inspect or investigate our auditor completely, or if there is any regulatory change or step taken by PRC regulators that does not permit our auditors to provide audit documentations to the PCAOB for inspection or investigation, you may be deprived of the benefits of such inspection. Any audit reports not issued by auditors that are completely inspected or investigated by the PCAOB, or a lack of PCAOB inspections of audit work undertaken in China that prevents the PCAOB from regularly evaluating our auditors’ audits and their quality control procedures, could result in a lack of assurance that our financial statements and disclosures are adequate and accurate, which could result in limitation or restriction to our access to the U.S. capital markets and trading of our securities, including trading on the national exchange or “over-the-counter” markets, may be prohibited under the HFCAA.

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Cash Transfer among Tantech and the Subsidiaries

Under BVI law, we may pay a dividend on our shares out of either profit, provided that, immediately after the distribution, the Company satisfies the solvency test under the laws of the British Virgin Islands, meaning that (i) the value of the Company’s assets exceeds its liabilities, and (ii) the Company is able to pay its debts as they fall due. If we determine to pay dividends, as a holding company, we will be dependent on receipt of funds from our subsidiaries in the PRC through our Hong Kong subsidiaries.

Current PRC regulations permit our subsidiary in mainland China to pay dividends to the Company only out of its accumulated profits, if any, determined in accordance with Chinese accounting standards and regulations. Under our current corporate structure, we rely on dividend payments or other distributions from our subsidiaries to fund any cash and financing requirements we may have, including the funds necessary to pay dividends and other cash distributions to our shareholders or to service any debt we may incur. If any subsidiary incurs debt on its own behalf in the future, the instruments governing such debt may restrict its ability to pay dividends to us. In addition, under PRC laws and regulations, each of our Chinese subsidiaries is required to set aside a portion of their net income each year to fund a statutory surplus reserve until such reserve reaches 50% of its registered capital. This reserve is not distributable as dividends. As a result, our PRC subsidiaries are restricted in their ability to transfer a portion of its net assets to us in the form of dividends, loans or advances. Further, 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. If we are unable to receive funds from our subsidiaries, we may be unable to pay cash dividends on our Class A Common Shares.

Cash dividends, if any, on our Class A Common Shares will be paid in U.S. dollars. If we are considered a PRC tax resident enterprise for tax purposes, any dividends we pay to our overseas shareholders may be regarded as China-sourced income and as a result may be subject to PRC withholding tax at a rate of up to 10%. A 10% PRC withholding tax is applicable to dividends payable to investors that are non-resident enterprises. Any gain realized on the transfer of Class A Common Shares by such investors is also subject to PRC tax at a current rate of 10% which in the case of dividends will be withheld at source if such gain is regarded as income derived from sources within the PRC.

Pursuant to the Arrangement between mainland China and the Hong Kong Special Administrative Region for the Avoidance of Double Taxation and Tax Evasion on Income, or the Double Tax Avoidance Arrangement, the 10% withholding tax rate may be lowered to 5% if a Hong Kong resident enterprise owns no less than 25% of a PRC resident enterprise. However, the 5% withholding tax rate does not automatically apply and certain requirements must be satisfied, including without limitation that (a) the Hong Kong resident enterprise must be the beneficial owner of the relevant dividends; and (b) the Hong Kong resident enterprise must directly hold no less than 25% share ownership in a PRC entity during the 12 consecutive months preceding its receipt of the dividends. In current practice, a Hong Kong entity must obtain a tax resident certificate from the Hong Kong tax authority to apply for the 5% lower PRC withholding tax rate. As the Hong Kong tax authority will issue such a tax resident certificate on a case-by-case basis, we cannot be certain that we will be able to obtain the tax resident certificate from the relevant Hong Kong tax authority and enjoy the preferential withholding tax rate of 5% under the Double Taxation Arrangement with respect to dividends to be paid by our PRC subsidiaries to our Hong Kong subsidiaries. As of the date of this prospectus, we have not applied for the tax resident certificate from the relevant Hong Kong tax authority. Our Hong Kong subsidiaries intend to apply for the tax resident certificate when our subsidiaries in mainland China plan to declare and pay dividends to their Hong Kong parent companies.

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As an offshore holding company, we will be permitted under PRC laws and regulations to provide funding from the proceeds of our offshore fund-raising activities to our subsidiaries in China only through loans or capital contributions, subject to the satisfaction of the applicable government registration and approval requirements. Before providing loans to our PRC subsidiaries, we will be required to make filings about details of the loans with the State Administration of Foreign Exchange of the PRC (the “SAFE”) in accordance with relevant PRC laws and regulations. Our PRC subsidiaries that receive the loans are only allowed to use the loans for the purposes set forth in these laws and regulations. Under regulations of the SAFE, Renminbi is not convertible into foreign currencies for capital account items, such as loans, repatriation of investments and investments outside of China, unless the prior approval of the SAFE is obtained and prior registration with the SAFE is made. In addition, in accordance with the Notice on the Arrangement for the Filing of Overseas Offering and Listing by Domestic Companies issued by the CSRC along with the Listing Records Rules on the same day, we are deemed as an “Existing Issuer” because we have been listed overseas before March 31, 2023. Under such Notice, we are not required to undertake the initial filing procedure immediately. However, we shall carry out filing procedures as required in a timely manner for the subsequent events, including any further follow-up offerings on Nasdaq, dual and/or secondary offering and listing on different overseas markets, and occurrence of material events including change of control, investigations or sanctions imposed by overseas securities regulatory agencies or other relevant competent authorities, change of listing status or transfer of listing segment, and voluntary or mandatory delisting. If we or our mainland China subsidiaries in future fail to undertake filing procedures as stipulated in the Trial Measures, or offer and list securities in an overseas market in violation of the Trial Measures, the CSRC may order rectification, issue warnings to us and/or our mainland China subsidiaries, and impose a fine of between RMB 1,000,000 yuan and RMB 10,000,000 yuan. The CSRC may also inform its regulatory counterparts in the overseas jurisdictions, such as the SEC, via cross-border securities regulatory cooperation mechanisms.

Under PRC law, we may provide funding to our PRC subsidiaries only through capital contributions or loans, and prior to the dismantling of our PRC consolidated affiliated entities only through loans to our former consolidated affiliated entities, subject to satisfaction of applicable government registration and approval requirements.

For the year ended December 31, 2022, the Company provided working capital loans of $8.9 million in aggregate to our wholly owned subsidiary, USCNHK Group Limited, $350,000 in aggregate to our wholly owned subsidiary, EPakia Inc., $20,000 in aggregate to our wholly owned subsidiary, EPakia Canada Inc., and $2,000 in aggregate to our wholly owned subsidiary, EAG International Vantage Capitals Limited.

For the year ended December 31, 2023, the Company provided working capital loans of $5.9 million in aggregate to our wholly owned subsidiary, Tantech Bamboo Charcoal Co., Ltd., $890,000 in aggregate to our wholly owned subsidiary, EPakia Inc., and $30,000 in aggregate to our wholly owned subsidiary, EPakia Canada Inc.

For the year ended December 31, 2024, the Company provided working capital loans of $7.3 million in aggregate to our wholly owned subsidiary, EPakia Inc.

For the six months ended June 30, 2025, the Company provided working capital loans of $0.3 million in aggregate to our wholly owned subsidiary, EPakia Inc.

We have not declared or paid any cash dividends, nor do we have any present plan to pay any cash dividends on our Class A Common Shares in the foreseeable future. We currently intend to retain most, if not all, of our available funds and any future earnings to operate and expand our business.

Corporate Information

Our principal executive offices are located at No. 10 Cen Shan Road, Shuige Industrial Zone, Lishui City, Zhejiang Province 323000, People’s Republic of China. Our telephone number at this address is +86-578-226-2305. Our registered agent in the British Virgin Islands is Vistra Offshore Incorporations Limited. Our registered office in the British Virgin Islands is at P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, VG1110, British Virgin Islands. Our registered agent in the United States is Shangzhi Zhang, with the address of 3312 Hudson Ave 4D, Union City, NJ 07087. Our Class A Common Shares are traded on Nasdaq under the symbol “TANH.”

Our Internet website, https://www.tanhtech.com/, provides a variety of information about our Company. We do not incorporate by reference into this prospectus any of the information on, or accessible through, our website, and you should not consider it as part of this prospectus. Our annual reports on Form 20-F and current reports on Form 6-K filed and furnished with the SEC are available, as soon as practicable after filing, at http://ir.tantech.cn/SEC-Filings, or by a direct link to its filings on the SEC’s free website.

The SEC maintains an internet site at http://www.sec.gov that contains reports, information statements, and other information regarding issuers that file electronically with the SEC.

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THE OFFERING

Securities offered by us		7,166,671 Common Units, each consisting of (i) one (1) Class A Common Share, (ii) one (1) Series E Common Warrant to purchase three (3) Class A Common Shares per warrant at an exercise price of $0.30 per share, and (iii) one (1) Series F Common Warrant to purchase three (3) Class A Common Shares per warrant at an exercise price of $0.35 per share. The offering price per Common Unit is $0.30. The Class A Common Shares are being sold in a registered direct offering. The Series E Common Warrants and Series F Common Warrants are being sold in a concurrent private placement conducted pursuant to Regulation S under the Securities Act of 1933, as amended, to the same institutional investors. Aggregate gross proceeds to the Company from both transactions are expected to be approximately $2.15 million.

Class A Common Shares to be outstanding after this offering, assuming an offering price of $0.30 per Common Unit		The actual number of Class A Common Shares outstanding after this offering will vary depending on the number of Class A Common Shares sold and issued. Up to 13,682,557 Class A Common Shares will be outstanding after this offering, based on 6,515,886 Class A Common Shares outstanding as of March 31, 2026 and the issuance of an additional 7,166,671 Class A Common Shares in this offering at a price of $0.30 per Common Unit. The foregoing does not include any Class A Common Shares issuable upon exercise of the Series E Common Warrants or the Series F Common Warrants issued in the concurrent private placement.

Plan of Distribution		Registered direct offering to institutional investors pursuant to this prospectus supplement and the accompanying prospectus. The Series E Common Warrants and Series F Common Warrants are being offered and sold in a concurrent private placement pursuant to Regulation S under the Securities Act of 1933, as amended, and are not being registered under this prospectus supplement. See “Plan of Distribution.”

Use of proceeds		We currently intend to use the net proceeds from this offering, after deducting offering expenses, for working capital and general corporate purposes. See “Use of Proceeds.”

Risk factors		Investing in our Class A Common Shares involves a high degree of risk. You should carefully consider all of the information in this prospectus supplement and the accompanying prospectus and the documents incorporated by reference herein and therein. In particular, see “Risk Factors” beginning on page S-15 of the prospectus supplement.

Transfer agent and registrar		VStock Transfer, LLC

NASDAQ Capital Market (“Nasdaq”) Symbol		Our Class A Common Shares are listed on Nasdaq under the symbol “TANH.”

The number of our Class A Common Shares issued and outstanding as of March 31, 2026 and after this offering as shown above excludes:

	·	3,271,841 Class A Common Shares issuable upon the exercise of the Series A Warrants issued and 2,750 Class A Common shares issuable upon exercise of the Pre-funded Warrants issued in April 2024;
	·	81,422 Class A Common Shares issuable upon the exercise of the Inducement Warrants issued in January 2025;
	·	4,225 Class A Common Shares reserved for issuance and available for future grant under our 2014 Share Incentive Plan;
	·	10,843,392 Class A Common Shares issuable upon the exercise of the Series C Warrants;
	·	10,843,392 Class A Common Shares issuable upon the exercise of the Series D Warrants;
	·	21,500,013 Class A Common Shares issuable upon the exercise of the Series E Common Warrants issued in connection with this offering and the concurrent Regulation S private placement; and
	·	21,500,013 Class A Common Shares issuable upon the exercise of the Series F Common Warrants issued in connection with this offering and the concurrent Regulation S private placement.

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RISK FACTORS

An investment in our Class A Common Shares involves a high degree of risk. Prior to making a decision about investing in our Class A Common Shares, you should carefully consider the risk factors described below and the risk factors discussed in the sections entitled “Risk Factors” contained in our most recent Annual Report on Form 20-F, and our other filings with the SEC and incorporated by reference in this prospectus supplement, together with all of the other information contained in this prospectus supplement. Our business, financial condition and results of operations could be materially and adversely affected as a result of these risks. This could cause the trading price of our Class A Common Shares to decline, resulting in a loss of all or part of your investment. These risks could have a material adverse effect on our business, results of operations or financial condition and cause the value of our Class A Common Shares to decline. You could lose all or part of your investment.

The prospectus supplement also contains or incorporates by reference forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in the forward-looking statements as a result of certain factors, including the risks faced by us described or incorporated by reference in this prospectus supplement and the accompanying prospectus. See “Cautionary Note Regarding Forward-Looking Statements.”

Risks Related To This Offering

We will have broad discretion in the use of the net proceeds from this offering and, despite our efforts, we may use the net proceeds in a manner that does not increase the value of your investment.

We currently intend to use the net proceeds from this offering for working capital and general corporate purposes. Our management will have broad discretion over the use and investment of the net proceeds from this offering, and investors in this offering will need to rely upon the judgment of our management with respect to the use of proceeds. We may use the net proceeds in ways that do not improve our operating results or increase the value of your investment.

The offering price of our Class A Common Shares was determined by negotiation and may not reflect the market price of our Class A Common Shares following this offering.

The offering price per Common Unit of $0.30 was determined through arm's-length negotiation between us and the institutional investors and may not be indicative of prices that will prevail in the trading market following the offering. The offering price is below the last reported sale price of our Class A Common Shares on Nasdaq on March 31, 2026 of $0.59. Investors may experience an immediate decline in the market value of the shares they purchase in this offering. In addition, the issuance of a significant number of Class A Common Shares at a price below the current market price may exert downward pressure on the trading price of our Class A Common Shares.

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Sales of our Class A Common Shares in this offering, or the perception that such sales may occur, could cause the market price of our Class A Common Shares to fall.

We are issuing 7,166,671 Class A Common Shares in this offering. In addition, we are issuing Series E Common Warrants and Series F Common Warrants in the concurrent private placement, which are exercisable for up to an aggregate of 43,000,026 additional Class A Common Shares. The issuance and potential future sale of these new Class A Common Shares, or our ability to issue these new Class A Common Shares upon exercise of the Warrants, could have the effect of depressing the market price of our Class A Common Shares. The perception that such sales could occur may also negatively affect the market price of our Class A Common Shares.

We are subject to regulations and continued requirements as our Class A Common Shares are listed and traded on the Nasdaq Capital Market.

We are required to meet the continued listing standards for the Nasdaq Capital Market. If we fail to meet the continued listing standards, we may be found delinquent by Nasdaq or we may even face delisting by Nasdaq. The Nasdaq Capital Market requires that the minimum closing bid price of listed securities remain at or above $1.00 over a 30 consecutive business day period. The offering price per Common Unit in this offering is $0.30, which is below the $1.00 minimum bid price threshold. Accordingly, this offering may adversely affect our ability to maintain compliance with this Nasdaq continued listing standard. In addition, to maintain a listing on the Nasdaq Capital Market, we must satisfy minimum financial and other continued listing requirements and standards, including but not limited to, minimum stockholders’ equity and certain corporate governance requirements. If we are unable to satisfy these requirements or standards, our Class A Common Shares could be subject to delisting. Delisting would have a negative effect on the price of our Class A Common Shares and would impair your ability to sell our Class A Common Shares when you wish to do so.

The Series E Common Warrants and Series F Common Warrants issued in the concurrent private placement are exercisable for a significant number of Class A Common Shares, which could cause substantial dilution to our existing shareholders.

The Series E Common Warrants and Series F Common Warrants issued in the concurrent private placement are exercisable for up to 21,500,013 and 21,500,013 Class A Common Shares, respectively, at exercise prices of $0.30 and $0.35 per share. If all such Warrants were exercised, the number of outstanding Class A Common Shares would increase significantly. Such issuances could have a dilutive effect on our existing shareholders and could cause the market price of our Class A Common Shares to decline.

Our stock price may fluctuate significantly, and investors may not be able to sell their shares at an attractive price.

The trading price of our Class A Common Shares may be volatile and subject to wide price fluctuations in response to various factors including:

	·	market conditions in the broader stock market;

	·	our capital structure and liquidity;

	·	commodity prices and in particular prices of oil and natural gas;

	·	actual or anticipated fluctuations in our financial condition and results of operations;

	·	introduction of new products or services by us or our competitors;

	·	issuance of new or changed securities analysts’ reports or recommendations;

	·	purchases and sales of large blocks of our Class A Common Shares and the frequency and volume with which the Class A Common Shares trades on the Nasdaq;

	·	additions or departures of key personnel;

	·	regulatory or political developments;

	·	litigation and governmental investigations;

	·	changing economic conditions; and

	·	other unforeseeable third party factors or political or social media influence.

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These and other factors may cause the market price and demand for our Class A Common Shares to fluctuate substantially, which may limit or prevent investors from readily selling their shares of our Class A Common Shares and may otherwise negatively affect the liquidity of our Class A Common Shares. In addition, in the past, when the market price of a stock has been volatile, holders of that stock have sometimes instituted securities class action litigation against the company that issued the stock. If any of our shareholders were to bring a lawsuit against us, we could incur substantial costs defending the lawsuit. Such a lawsuit could also divert the time and attention of our management from our business.

Future sales of our Class A Common Shares in the public market could reduce our stock price, and any additional capital raised by us through the sale of equity or convertible securities may dilute our shareholders.

We may sell additional shares of Class A Common Shares in public or private offerings and may also sell securities convertible to Class A Common Shares. We cannot predict the size of future issuances of our Class A Common Shares or securities convertible into Class A Common Shares or the effect, if any, that future issuances and sales of shares of our Class A Common Shares will have on the market price of our Class A Common Shares. Sales of substantial amounts of our Class A Common Shares (including shares issued in connection with an acquisition), or the perception that such sales could occur, may adversely affect prevailing market prices of our Class A Common Shares. To the extent we issue additional Class A Common Shares or securities convertible or exchangeable for our Class A Common Shares, our then existing shareholders may experience dilution and the new securities may have rights senior to those of our Class A Common Shares offered in this offering.

There has been and may continue to be significant volatility in the volume and price of our Class A Common Shares on Nasdaq.

The market price of our Class A Common Shares has been and may continue to be highly volatile. Factors, including changes in the Chinese bamboo industry and electronic vehicles industry, changes in the Chinese economy, potential infringement of our intellectual property, competition, concerns about our financial position, operations results, litigation, government regulation, developments or disputes relating to agreements, patents or proprietary rights, may have a significant impact on the market volume and price of our stock. Unusual trading volume in our shares occurs from time to time.

If securities or industry analysts publish negative research or reports about our business, or if they downgrade their recommendations regarding our Class A Common Shares, the Class A Common Share price and trading volume could decline.

The trading market for our Class A Common Shares will be influenced by the research and reports that industry or securities analysts publish about us or our business. If any of the analysts who cover us downgrades our Class A Common Shares or publishes inaccurate or unfavorable negative research about our business, our Class A Common Share price may decline. If analysts cease coverage of us or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause our Class A Common Shares trading volume to decline and our Class A Common Shares to be less liquid and result in a decline in the stock price of our Class A Common Shares.

An investment in the Class A Common Shares is speculative and may result in the loss of an investor’s entire investment.

An investment in our Class A Common Shares is speculative and may result in the loss of an investor’s entire investment. Only potential investors who are experienced in high-risk investments and who can afford to lose their entire investment should consider an investment in the Company. Investors should consult with their professional advisors to assess any investment in the Company.

If our Class A Common Shares become subject to the penny stock rules, it would become more difficult to trade our shares.

The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or authorized for quotation on certain automated quotation systems, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system. If we do not retain a listing on Nasdaq, our Class A Common Shares will be deemed a penny stock. The penny stock rules require a broker-dealer, before a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document containing specified information. In addition, the penny stock rules require that before effecting any transaction in a penny stock not otherwise exempt from those rules, a broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive (i) the purchaser’s written acknowledgment of the receipt of a risk disclosure statement; (ii) a written agreement to transactions involving penny stocks; and (iii) a signed and dated copy of a written suitability statement. If our Class A Common Shares were subject to the penny stock rules, these disclosure requirements may have the effect of reducing the trading activity in the secondary market for our Class A Common Shares, and therefore stockholders may have difficulty selling their shares.

IN ADDITION TO THE ABOVE RISKS, BUSINESSES ARE OFTEN SUBJECT TO RISKS NOT FORESEEN OR FULLY APPRECIATED BY MANAGEMENT. IN REVIEWING THIS FILING, POTENTIAL INVESTORS SHOULD KEEP IN MIND THAT OTHER POSSIBLE RISKS MAY ADVERSELY IMPACT THE COMPANY’S BUSINESS OPERATIONS AND THE VALUE OF THE COMPANY’S SECURITIES.

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USE OF PROCEEDS

We estimate that the net proceeds to us from this offering will be approximately $1.95 million, after deducting fees and estimated offering expenses payable by us. We intend to use the net proceeds from this offering, together with our existing cash, for general corporate purposes and working capital.

We will retain broad discretion over the use of the net proceeds from the sale of the securities offered hereby. The precise amount and timing of the application of such proceeds will depend upon our funding requirements and the availability and cost of other capital. As of the date of this prospectus supplement, we cannot specify with certainty all of the particular uses for the net proceeds that we will have from the sale of the shares of our Class A Common Shares. Pending the use of the net proceeds from this offering, if any, we may invest the net proceeds in investment grade, short-term interest-bearing obligations, such as money-market funds, certificates of deposit, or direct or guaranteed obligations of the United States government or hold the net proceeds as cash.

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DILUTION

If you invest in the securities being offered in this offering, your investment will result in immediate dilution to existing shareholders. Dilution per share to existing shareholders represents the decrease in net tangible book value per Class A Common Share attributable to the issuance of Class A Common Shares in this offering. Because the offering price per Common Unit of $0.30 is below the pro forma net tangible book value per Class A Common Share of $22.73 (after giving effect to the Pro Forma adjustments described below), existing shareholders will experience an immediate decrease in net tangible book value per share. New investors purchasing Class A Common Shares in this offering will, however, experience an immediate increase in net tangible book value per share relative to the offering price, as the pro forma as adjusted net tangible book value per Class A Common Share following this offering of $10.97 exceeds the offering price of $0.30 per Common Unit. The table below illustrates this per share dilution to existing shareholders and accretion to new investors.

Holders of Class A Common Shares and Class B Common Shares have the same rights except for voting and conversion rights. In respect of matters requiring a vote of all shareholders, on a poll, each holder of Class A Common Shares is entitled to one vote per Class A Common Share and each holder of Class B Common Shares is entitled to 50 votes per Class B Common Share. The Class A Common Shares are not convertible into shares of any other class. The Class B Common Shares are convertible into Class A Common Shares at any time after issuance at the option of the holder thereof on a one-for-one basis. No Class B Common Shares are being or will be converted as part of this offering.

Our net tangible book value as of June 30, 2025, was approximately $140.4 million or $98.58 per Class A Common Share. Net tangible book value represents the amount of our total consolidated tangible assets, less the amount of our total consolidated liabilities and non-controlling interest. The net tangible book value per share calculation above is based on an aggregate of 1,424,388 Class A Common Shares issued and outstanding as of June 30, 2025, which reflects the outstanding shares prior to giving effect to the Pro Forma adjustments described below (including the issuance of shares in the October 2025 Private Placement). This figure differs from the 6,515,886 Class A Common Shares outstanding as of the date of this prospectus supplement, which reflects all share issuances subsequent to June 30, 2025. Dilution is determined by subtracting the net tangible book value per Class A Common Share (as adjusted for the October 2025 Private Placement and the offering) from the public offering price per Class A Common Share and after deducting the estimated offering expenses payable by us.

After giving effect to (i) issuance of an aggregate of 1,476,948 Class A Common Shares to settle the promissory note issued in August 2024 with the principal amount of approximately $1.90 million, (ii) issuance of 86 Class A Common Shares for the cash exercise and cashless exercise of the 2020 warrants, and (iii) issuance of 3,614,464 Class A Common Shares for the gross proceeds of $6.0 million from the October 2025 Private Placement, our Pro Forma net tangible book value was approximately $148.1 million or $22.73 per Class A Common Share (collectively, “Pro Forma adjustments”).

Furthermore, after giving effect to the sale of 7,166,671 Class A Common Shares in this offering (representing the Class A Common Share component of 7,166,671 Common Units), at an offering price of $0.30 per Common Unit, and after deducting estimated offering expenses payable by us of approximately $0.2 million, our Pro Forma As Adjusted net tangible book value as of June 30, 2025 would have been approximately $150 million or $10.97 per Class A Common Share. This represents an immediate decrease in the net tangible book value of $11.77 per Class A Common Share to our existing shareholders and an immediate increase in net tangible book value of approximately $10.67 per share to new investors. The following table illustrates per share dilution:

Assumed public offering price per Common Unit	$	0.30
Net tangible book value per Class A Common Share as of June 30, 2025	$	98.58
Decrease in net tangible book value per Class A Common Share attributable to the Pro Forma adjustments	$	(75.84	)
Pro forma net tangible book value per Class A Common Share as of June 30, 2025, after giving effect to the Pro forma adjustments	$	22.73
Decrease in net tangible book value per Class A Common Share, after giving effect to this offering	$	(11.77	)
Pro Forma As Adjusted net tangible book value per Class A Common Share as of June 30, 2025, after giving effect to the Pro Forma adjustments and this offering	$	10.97
Increase in net tangible book value per Class A Common Share to new investors purchasing shares in this offering	$	10.67

The information above is based on an aggregate of 6,515,886 Class A Common Shares issued and outstanding as of the date of this prospectus supplement, which reflects all share issuances subsequent to June 30, 2025 (including the Pro Forma adjustments described above), and excludes:

	·	3,271,841 Class A Common Shares issuable upon the exercise of the Series A Warrants issued in April 2024;
	·	2,750 Class A Common Shares issuable upon the exercise of the Pre-Funded Warrants issued in April 2024;
	·	81,422 Class A Common Shares issuable upon the exercise of the Inducement Warrants issued in January 2025;
	·	4,225 Class A Common Shares reserved for issuance and available for future grant under our 2014 Share Incentive Plan;
	·	10,843,392 Class A Common Shares issuable upon the exercise of the Series C Warrants;
	·	10,843,392 Class A Common Shares issuable upon the exercise of the Series D Warrants;
	·	21,500,013 Class A Common Shares issuable upon the exercise of the Series E Common Warrants issued in connection with this offering and the concurrent Regulation S private placement; and
	·	21,500,013 Class A Common Shares issuable upon the exercise of the Series F Common Warrants issued in connection with this offering and the concurrent Regulation S private placement.

To the extent that outstanding warrants are exercised, or we issue other shares, investors purchasing Class A Common Share in this offering could experience dilution. In addition, to the extent that we raise additional capital through the sale of equity, debt or convertible securities, the issuance of those securities could result in dilution to our shareholders.

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DESCRIPTION OF THE SECURITIES WE ARE OFFERING

We are offering 7,166,671 Class A Common Shares, no par value per share, in a registered direct offering to certain institutional investors pursuant to a Securities Purchase Agreement, dated as of March 31, 2026, between the Company and the investors (the “Securities Purchase Agreement”). The Class A Common Shares are being offered and sold pursuant to this prospectus supplement and the accompanying base prospectus.

In a concurrent private placement conducted pursuant to Regulation S under the Securities Act of 1933, as amended (the “Securities Act”), we are also selling to the same investors Series E Common Warrants to purchase up to 21,500,013 Class A Common Shares and Series F Common Warrants to purchase up to 21,500,013 Class A Common Shares (together, the “Warrants”). The Warrants and the Class A Common Shares issuable upon exercise of the Warrants are not being registered under the Securities Act, are not being offered pursuant to this prospectus supplement or the accompanying base prospectus and are being offered pursuant to the exemption from registration provided by Regulation S promulgated under the Securities Act. See “Concurrent Private Placement of Warrants” beginning on page S-22 of this prospectus supplement.

Class A Common Shares

The Company is a British Virgin Islands business company. Under our Memorandum and Articles of Association, we are authorized to issue Class A Common Shares, no par value per share, and Class B Common Shares, no par value per share.

Holders of Class A Common Shares and Class B Common Shares have the same rights except for voting and conversion rights. In respect of matters requiring a vote of all shareholders, on a poll, each holder of Class A Common Shares is entitled to one (1) vote per Class A Common Share and each holder of Class B Common Shares is entitled to fifty (50) votes per Class B Common Share. The Class A Common Shares are not convertible into shares of any other class. The Class B Common Shares are convertible into Class A Common Shares at any time after issuance at the option of the holder thereof on a one-for-one basis. No Class B Common Shares are being issued or converted as part of this offering.

Holders of Class A Common Shares are entitled to receive ratably any dividends, if any, as may be declared from time to time by the board of directors out of funds legally available therefor. Upon the liquidation, dissolution or winding up of the Company, holders of Class A Common Shares are entitled to share ratably in all assets remaining after payment of liabilities. Holders of Class A Common Shares have no preemptive, conversion or other subscription rights. There are no redemption or sinking fund provisions applicable to the Class A Common Shares.

The foregoing description of our Class A Common Shares is a summary and is qualified in its entirety by reference to our Memorandum and Articles of Association, copies of which have been filed as exhibits to our registration statements and periodic reports with the SEC and are incorporated by reference herein and in the registration statement of which this prospectus supplement forms a part. For a more complete description of our Class A Common Shares, please refer to “Description of Share Capital” in the accompanying base prospectus.

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PLAN OF DISTRIBUTION

We are offering 7,166,671 Common Units, each consisting of (i) one (1) Class A Common Share, (ii) one (1) Series E Common Warrant to purchase three (3) Class A Common Shares per warrant at an exercise price of $0.30 per share, and (iii) one (1) Series F Common Warrant to purchase three (3) Class A Common Shares per warrant at an exercise price of $0.35 per share, for aggregate gross proceeds of approximately $2.15 million, pursuant to this prospectus supplement and the accompanying prospectus. The Class A Common Shares are being offered and sold in a registered direct offering directly to institutional investors (the “Purchasers”), pursuant to a securities purchase agreement (the “Securities Purchase Agreement”) between us and the Purchasers. The Securities Purchase Agreement will be filed as an exhibit to a Report on Form 6-K that we will file with the Securities and Exchange Commission in connection with this offering.

The Purchasers have agreed to purchase the securities pursuant to the Securities Purchase Agreement. No underwriter or placement agent is involved in this offering, and no commissions or underwriting discounts will be paid. The offering is expected to close on or about March 31, 2026 (or, if not completed on such date, no later than the third trading day thereafter), subject to customary closing conditions.

Concurrently with this registered direct offering, we are selling to the Purchasers Series E Common Warrants and Series F Common Warrants in a private placement conducted pursuant to Regulation S under the Securities Act. The Warrants and the Class A Common Shares issuable upon exercise of the Warrants are not being offered pursuant to this prospectus supplement. See “Concurrent Private Placement of Warrants” on page S-22 for additional information.

The Securities Purchase Agreement contains certain restrictive covenants applicable to the Company and the Purchasers. These include restrictions on the Company’s use of proceeds, limitations on the Company’s ability to satisfy indebtedness, repurchase securities or settle litigation with the offering proceeds, requirements to maintain reporting status and share reservation obligations, prohibitions on directed selling efforts in the United States, and lock-up obligations applicable to the Company’s executive officers, and directors. The Purchasers are also subject to restrictions on short selling and hedging transactions in the Company’s securities during the period from initial contact through public disclosure of the transactions contemplated by the Securities Purchase Agreement.

Neither we nor the Purchasers are using this prospectus supplement or the accompanying prospectus to offer or sell any securities in any jurisdiction where such offer or sale is not permitted. This prospectus supplement is not, and under no circumstances is to be construed as, an advertisement or a public offering of securities in any jurisdiction in which such offer or sale is not authorized.

Transfer Agent

The transfer agent and registrar for our Class A Common Shares is VStock Transfer, LLC.

Trading Market

Our Class A Common Shares are listed on the Nasdaq Capital Market under the symbol “TANH.”

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CONCURRENT PRIVATE PLACEMENT OF WARRANTS

In a concurrent private placement, we are selling to the investors purchasing Class A Common Shares in this offering (i) Series E Common Warrants (the “Series E Warrants”) to purchase up to an aggregate of 21,500,013 Class A Common Shares and (ii) Series F Common Warrants (the “Series F Warrants” and, together with the Series E Warrants, the “Warrants”) to purchase up to an aggregate of 21,500,013 Class A Common Shares. Each investor will receive, for each Class A Common Share purchased in the registered direct offering, one (1) Series E Warrant to purchase three (3) Class A Common Shares and one (1) Series F Warrant to purchase three (3) Class A Common Shares. The combined offering price for each Class A Common Share and the accompanying Warrants is $0.30.

The Warrants and the Class A Common Shares issuable upon exercise of the Warrants are not being registered under the Securities Act, are not being offered pursuant to this prospectus supplement or the accompanying base prospectus and are being offered and sold pursuant to the exemption from registration provided by Regulation S promulgated under the Securities Act in a transaction not involving a public offering in the United States. The Warrants were offered and sold only to non-U.S. persons (as defined in Rule 902(k) of Regulation S under the Securities Act) in offshore transactions (as defined in Rule 902(h) of Regulation S under the Securities Act). Pursuant to the Securities Purchase Agreement, the Company has agreed to file one or more registration statements with the SEC covering the resale of the Class A Common Shares issuable upon exercise of the Warrants.

The following is a summary of the material terms and provisions of the Warrants. This summary is subject to, and qualified in its entirety by, the forms of the Series E Warrant and the Series F Warrant, which have been provided to the investors and which will be filed with the SEC as exhibits to a Report on Form 6-K in connection with this offering and incorporated by reference into the registration statement of which this prospectus supplement and the accompanying base prospectus form a part.

Series E Warrants

Exercise Price and Duration

Each Series E Warrant is exercisable for three (3) Class A Common Shares at an exercise price of $0.30 per share, subject to adjustment as described below. The Series E Warrants are immediately exercisable upon issuance and will expire on the third (3rd) anniversary of the date of issuance.

Exercisability

The Series E Warrants are exercisable, at the option of each holder, in whole or in part, by delivering to us a duly executed exercise notice accompanied by payment in full for the number of Class A Common Shares purchased upon such exercise (except in the case of a cashless exercise as discussed below). A holder (together with its affiliates) may not exercise any portion of the Series E Warrants to the extent that, upon such exercise, the holder would beneficially own more than 4.99% (or, at the holder’s election, 9.99%) of the Class A Common Shares outstanding immediately after giving effect to such exercise. The beneficial ownership limitation may be increased or decreased by the holder upon not less than sixty-one (61) days’ prior notice to the Company, provided that such limitation may not exceed 9.99%. No fractional Class A Common Shares will be issued upon exercise of a Series E Warrant; in lieu of fractional shares, the number of Class A Common Shares to be issued shall be rounded up to the nearest whole number.

Cashless Exercise

In lieu of making the cash payment otherwise contemplated to be made to us upon such exercise in payment of the aggregate exercise price, the holder may elect instead to receive upon such exercise (either in whole or in part) the net number of Class A Common Shares determined according to a formula set forth in the Series E Warrant. If the Class A Common Shares are issued in a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the Class A Common Shares shall take on the characteristics of the Series E Warrants being exercised, including their restricted status under the Securities Act and the transfer restrictions applicable thereto under Regulation S.

Adjustments

The exercise price and the number of Class A Common Shares issuable upon exercise of the Series E Warrants are subject to appropriate adjustment in the event of stock dividends, stock splits, reorganizations, recapitalizations, reclassifications, combinations, reverse stock splits or other similar events affecting the Class A Common Shares. In addition, the Company may, at its discretion, reduce the exercise price to any amount and for any period of time deemed appropriate by the board of directors of the Company, subject to applicable rules of the Nasdaq Capital Market.

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Regulation S Transfer Restrictions

The Series E Warrants and the Class A Common Shares issuable upon exercise thereof have not been registered under the Securities Act and are subject to the transfer restrictions of Regulation S. The Series E Warrants may not be offered, sold or otherwise transferred in the United States or to, or for the account or benefit of, U.S. persons (as defined in Rule 902(k) of Regulation S) unless (i) registered under the Securities Act, (ii) an exemption from such registration is available (including pursuant to Rule 144 under the Securities Act), or (iii) sold in an offshore transaction in compliance with Rule 904 of Regulation S. Hedging transactions involving the Series E Warrants may not be conducted unless in compliance with the Securities Act. Any Class A Common Shares issued upon exercise of the Series E Warrants during the Distribution Compliance Period shall bear a restrictive legend and shall be subject to the transfer restrictions set forth in the Series E Warrant. The “Distribution Compliance Period” means the period beginning on the closing date and ending on the date that is six (6) months after the closing date.

Fundamental Transactions

In the event of any fundamental transaction, as described in the Series E Warrants and generally including any merger with or into another entity, sale of all or substantially all of our assets, tender offer or exchange offer, or reclassification of our Class A Common Shares, then upon any subsequent exercise of a Series E Warrant, the holder will have the right to receive as alternative consideration, for each Class A Common Share that would have been issuable upon such exercise immediately prior to the occurrence of such fundamental transaction, the number of shares of common stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration receivable upon or as a result of such transaction by a holder of the number of Class A Common Shares for which the Series E Warrant is exercisable immediately prior to such event.

Transferability

Subject to applicable laws and the Regulation S transfer restrictions described above, a Series E Warrant may be transferred at the option of the holder upon surrender of the Series E Warrant to us together with the appropriate instruments of transfer.

No Trading Market

There is no established public trading market for the Series E Warrants on any securities exchange or nationally recognized trading system, and we do not expect a market to develop. We do not intend to list the Series E Warrants on any securities exchange or nationally recognized trading system. Without an active trading market, the liquidity of the Series E Warrants will be limited.

Rights as a Shareholder

Except as otherwise provided in the Series E Warrants or by virtue of such holder’s ownership of our Class A Common Shares, the holders of the Series E Warrants do not have the rights or privileges of holders of our Class A Common Shares, including any voting rights, until they exercise their Series E Warrants.

Series F Warrants

The Series F Warrants have substantially the same terms as the Series E Warrants described above, except that the Series F Warrants have an exercise price of $0.35 per share. Each Series F Warrant is exercisable for three (3) Class A Common Shares. The Series F Warrants are immediately exercisable upon issuance and will expire on the third (3rd) anniversary of the date of issuance. All other material terms and provisions of the Series F Warrants, including the exercisability provisions, cashless exercise provisions, beneficial ownership limitations, adjustment provisions, Regulation S transfer restrictions, fundamental transaction provisions, transferability provisions, and shareholder rights provisions, are identical to those of the Series E Warrants as described above.

Registration Rights

Pursuant to the Securities Purchase Agreement, we have agreed to file one or more registration statements with the SEC covering the resale of the Class A Common Shares issuable upon exercise of the Warrants.

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LEGAL MATTERS

We are being represented by Kaufman & Canoles, P.C., Richmond, Virginia with respect to certain legal matters as to United States federal securities and New York State law. The validity of the Class A Common Shares offered in this offering and certain other legal matters as to British Virgin Islands law will be passed upon for us by Campbells Legal (BVI) Limited, our counsel as to British Virgin Islands law. Legal matters as to PRC law will be passed upon for us by Guantao Law Firm.

EXPERTS

The consolidated financial statements as of December 31, 2023 and 2024, and for each of the three years in the period ended December 31, 2024, incorporated by reference into this prospectus from our 2024 annual report on Form 20-F, as amended, for the year ended December 31, 2024, have been audited by YCM CPA INC, an independent registered public accounting firm, as stated in their report. Such financial statements have been so included in reliance upon the report of such firm given upon their authority as experts in auditing and accounting.

INFORMATION INCORPORATED BY REFERENCE

The SEC allows us to “incorporate by reference” the information we file with them. This means we can disclose important information to you by referring you to those documents. Each document incorporated by reference is current only as of the date of such document, and the incorporation by reference of such documents shall not create any implication that there has been no change in our affairs since the date thereof or that the information contained therein is current as of any time subsequent to its date. The information incorporated by reference is considered to be a part of this prospectus and should be read with the same care. When we update the information contained in documents that have been incorporated by reference by making future filings with the SEC, the information incorporated by reference in this prospectus is considered to be automatically updated and superseded. In other words, in the case of a conflict or inconsistency between information contained in this prospectus and information incorporated by reference in this prospectus, you should rely on the information contained in the document that was filed later.

We incorporate by reference the documents listed below and any future filings made with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act made after the date of the registration statement of which this prospectus supplement forms a part and subsequent to the date of this prospectus supplement until the termination of the offering of the securities described in this prospectus supplement (other than information in such filings that was “furnished,” under applicable SEC rules, rather than “filed”). We incorporate by reference the following documents or information that we have filed with the SEC:

	(1)	the Company’s Annual Report on Form 20-F for the year ended December 31, 2024 filed on May 15, 2025, as amended by Amendment No. 1 on Form 20-F/A filed on September 18, 2025;

	(2)	the Company’s Current Reports on Form 6-K filed with the SEC on June 3, 2025, September 24, 2025, October 17, 2025, October 24, 2025, December 11, 2025, December 19, 2025, December 31, 2025, January 15, 2026 and March 23, 2026; and

	(3)	the description of our securities contained in the Company’s registration statement on Form 8-A filed on March 17, 2015, as updated by the description of securities contained in the exhibit 2.2 to the 2024 Annual Report filed with the SEC on May 15, 2025, and as it may be further amended from time to time.

We also incorporate by reference in this prospectus any future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date hereof but before the completion or termination of this offering.

Any statement contained in a document that we incorporate by reference herein will be modified or superseded for all purposes to the extent that a statement contained in this prospectus (or in any other document that is subsequently filed with the SEC and incorporated by reference herein prior to the termination of this offering) modifies or is contrary to that previous statement. Any statement so modified or superseded will not be deemed a part of this prospectus except as so modified or superseded.

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You may obtain a copy of these filings and documents, without charge, by writing or calling us at:

Tantech Holdings Ltd

No. 10 Cen Shan Road, Shuige Industrial Zone

Lishui City, Zhejiang Province 323000

People’s Republic of China

+86-578-226-2305

Attn: Investor Relations

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statement on Form F-3 under the Securities Act with respect to the securities we are offering under this prospectus supplement. This prospectus supplement and the accompanying base prospectus do not contain all of the information set forth in the registration statement and the exhibits to the registration statement.

We are subject to the informational requirements of the Exchange Act applicable to foreign private issuers. As a “foreign private issuer,” we are exempt from the rules under the Exchange Act prescribing certain disclosure and procedural requirements for proxy solicitations, and our officers, directors and principal shareholders are exempt from the “short-swing” profit recovery provisions contained in Section 16 of the Exchange Act, with respect to their purchases and sales of shares. In addition, we are not required to file annual, quarterly and current reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act. However, we will file with the SEC, within 120 days after the end of each fiscal year, or such applicable time as required by the SEC, an annual report on Form 20-F containing financial statements audited by an independent registered public accounting firm, and may furnish to the SEC, on Form 6-K, unaudited interim financial information.

The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at http://www.sec.gov. The public may read our SEC filings, including the registration statement of which this prospectus is a part and the exhibits filed as a part of that registration statement, over the Internet at http://www.sec.gov.

Our filings with the SEC are also available to the public through the SEC’s Internet site at http://www.sec.gov.

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PROSPECTUS

$100,000,000

TANTECH HOLDINGS LTD

Common shares

Preference Shares

Depositary Shares

Debt Securities

Warrants

Rights

Units

We may offer to sell, from time to time, in one or more offerings: common shares; preference shares; depositary shares; debt securities; warrants to purchase common shares, preference shares, depositary shares, or debt securities; rights to purchase common shares, preference shares, depositary shares, debt securities, warrants or other securities; and units of debt securities, common shares, preference shares, depositary shares, rights or warrants, in any combination. We may also offer any of these securities that may be issuable upon the conversion, exercise or exchange of debt securities, rights or warrants.

The aggregate offering price of the securities issued under this prospectus may not exceed $100,000,000. The prices and other terms of the securities that we will offer will be determined at the time of their offering and will be described in a supplement to this prospectus.

This prospectus provides a general description of the securities we may offer. We will provide the specific terms of the securities offered in one or more supplements to this prospectus. We may also authorize one or more free writing prospectuses to be provided to you in connection with these offerings. You should read carefully this prospectus, the applicable prospectus supplement and any related free writing prospectus, as well as any documents incorporated by reference before you invest in any of our securities. This prospectus may not be used to offer or sell any securities unless accompanied by the applicable prospectus supplement.

The securities issued under this prospectus may be offered directly or through underwriters, agents or dealers. The names of any underwriters, agents or dealers will be included in a supplement to this prospectus.

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The aggregate market value of our outstanding common shares held by non-affiliates is $6,947,054.72 based on 3,484,962 shares of outstanding common shares, of which 3,439,136 shares are held by non-affiliates, and a per share price of $2.02 based on the closing sale price of our common shares as reported by the Nasdaq Capital Market on August 29, 2023. We have not offered any securities pursuant to General Instruction I.B.5 of Form F-3 during the prior 12 calendar month period that ends on and includes the date of this prospectus.

We are not a Chinese operating company but a British Virgin Islands holding company with operations conducted by our subsidiaries established in People’s Republic of China (“PRC” or “China”), Hong Kong Special Administrative Region of the People’s Republic of China (“HKSAR” or “Hong Kong”) and British Virgin Islands. Therefore, investing in our securities being offered pursuant to this prospectus involves unique and a high degree of risk. You should carefully read and consider the risk factors beginning on page 29 of this prospectus, and the risk factors described in the documents incorporated by reference into this prospectus for more information before you make your investment decision.

The securities offered in this offering are of the offshore holding company Tantech Holdings Ltd (the “Company”), which owns equity interests, directly or indirectly, of the operating subsidiaries. Subsidiaries conduct operations in China and the holding company does not conduct operations in China. Unless otherwise stated, as used in this prospectus and in the context of describing our operations and consolidated financial information, “Tantech” “we,” “us,” “Company,” or “our,” refers to Tantech Holdings Ltd, a British Virgin Islands business company. “PRC Subsidiaries” refer to our subsidiaries incorporated in mainland China, and “Hong Kong Subsidiaries” refer to our subsidiaries incorporated in Hong Kong. We will also refer to all of our subsidiaries, “Subsidiaries”.

We are also subject to legal and operational risks associated with being based in and having the majority of the company’s operations in the PRC. The Chinese government may intervene or influence the operation of our PRC operating entities and exercise significant oversight and discretion over the conduct of their business and may intervene in or influence their operations at any time, or may exert more control over offerings conducted overseas and/or foreign investment in China-based issuers, which could result in a material change in our operations and/or the value of our Common Shares. Further, any actions by the Chinese government to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities 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, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement.

On July 6, 2021, the General Office of the Central Committee of the Communist Party of China and the General Office of the State Council jointly released the Opinions on Severely Cracking Down on Illegal Securities Activities According to Law, or the Opinions. 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. Effective measures, such as promoting the construction of relevant regulatory systems will be taken to deal with the risks and incidents of China-concept overseas listed companies, and cybersecurity and data privacy protection requirements, etc. The Opinions and any related implementing rules to be enacted may subject us to compliance requirement in the future.

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On February 17, 2023, with the approval of the State Council, China Securities Regulatory Commission (the “CSRC”) issued the relevant system and rules for the management of overseas listing records, which has been implemented from March 31, 2023. A total of six institutional rules (the “Listing Records Rules”) have been issued this time, including the Trial Measures for the Administration of Overseas Issuance and Listing of Securities by Domestic Enterprises (hereinafter referred to as the “Trial Measures”) and five supporting guidelines. Under the Listing Records Rules, a company established in mainland China seeking securities offering and listing, by both direct or indirect means, in an overseas market is required to undertake filing procedures with the CSRC for its overseas offering and listing activities. The Trial Measures also set forth a list of circumstance under which overseas offering and listing by domestic companies established in mainland China is prohibit, including: (i) where such securities offering and listing is explicitly prohibited by the PRC laws; (ii) where the intended securities offering and listing may endanger national security as reviewed and determined by competent PRC authorities under the State Council in accordance with PRC laws; (iii) where the domestic company established in mainland China, or its controlling shareholders and the actual controller, have committed crimes such as corruption, bribery, embezzlement, misappropriation of property or undermining the order of the socialist market economy during the latest three (3) years; (iv) where the domestic company established in mainland China seeking securities offering and listing is suspected of committing crimes or major violations of laws and regulations, and is under investigation according to law, and no conclusion has yet been made thereof; and (v) where there are material ownership disputes over equity held by the controlling shareholder of the company established in mainland China or by other shareholders that are controlled by the controlling shareholder and/or actual controller. In accordance with the Trial Measures, the listing and trading of our Common Shares on Nasdaq is deemed as an indirect overseas offering and listing by domestic companies established in mainland China, and thus, we are subject to the Listing Records Rules and the relevant filing procedures as required. Further, we believe, as of the date of this annual report, none of the circumstances prohibiting the overseas offering and listing by domestic companies established in mainland China as listed above applies to us, and we can offer and continue to offer our Common Shares on Nasdaq.

In accordance with the Notice on the Arrangement for the Filing of Overseas Offering and Listing by Domestic Companies issued by the CSRC along with the Listing Records Rules on the same day, we are deemed as an “Existing Issuer” because we had been listed overseas before March 31, 2023. Under such Notice, we are not required to undertake the initial filing procedure immediately. However, we shall carry out filing procedures as required in a timely manner for the subsequent events, including any further follow-up offerings on Nasdaq, dual and/or secondary offering and listing on different overseas markets, and occurrence of material events including change of control, investigations or sanctions imposed by overseas securities regulatory agencies or other relevant competent authorities, change of listing status or transfer of listing segment, and voluntary or mandatory delisting. If we or our Mainland China Subsidiaries in future fail to undertake filing procedures as stipulated in the Trial Measures, or offer and list securities in an overseas market in violation of the Trial Measures, the CSRC may order rectification, issue warnings to us and/or our Mainland China Subsidiaries, and impose a fine of between RMB 1,000,000 yuan and RMB 10,000,000 yuan. The CSRC may also inform its regulatory counterparts in the overseas jurisdictions, such as the SEC, via cross-border securities regulatory cooperation mechanisms.

Further, on February 24, 2023, the CSRC, together with Ministry of Finance, National Administration of State Secrets Protection, and National Archives Administration of China, released the Provisions on Strengthening the Confidentiality and Archives Administration Related to the Overseas Securities Offering and Listing by Domestic Enterprises (the “Confidentiality Provisions”), which has come into effect on March 31, 2023 with the Trial Measures. Under the Confidentiality Provisions, domestic companies established in mainland China seeking overseas offering and listing, by both direct and indirect means, are required to institute a sound confidentiality and archives system. If such domestic companies established in mainland China intend to, either directly or through its overseas listed entity, publicly disclose or provide to relevant individuals or entities including securities companies, securities service providers and overseas regulators, any documents and materials that contain state secrets or working secrets of government agencies, they shall obtain approval from competent authorities and complete the relevant filing procedure with the competent secrecy administrative department prior to their disclosure or provision of such documents and materials. Further, if they provide or publicly disclose documents and materials which may adversely affect national security or public interests, they shall strictly follow the corresponding procedures in accordance with relevant laws and regulations. Any failure or perceived failure by us or our subsidiaries to comply with the above confidentiality and archives administration requirements under the Confidentiality Provisions and other relevant PRC laws and regulations may cause relevant entities to be held legally liable by competent authorities, and referred to the judicial organ to be investigated for criminal liability if suspected of committing a crime. As of the date of this prospectus, we believe that we and our subsidiaries have not provided or publicly disclosed any documents or materials involving state secrets or work secrets of PRC government agencies or any of which may adversely affect national security or public interests, to relevant securities companies, securities service institutions, overseas regulatory agencies and other entities and individuals. We intend to strictly comply with the Confidentiality Provisions and other relevant PRC laws and regulations in our offering and listing on Nasdaq in future.

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However, any failure of us or our mainland China subsidiaries to fully comply with the Listing Records Rules and/or the Confidentiality Provisions, may significantly limit or completely hinder our ability to offer or continue to offer our Common Shares on Nasdaq, cause significant disruption to our business operations, severely damage our reputation, materially and adversely affect our financial condition and results of operations and cause our Common Shares to significantly decline in value or become worthless. See “Risk Factor — Risks Related to Doing Business in China — The filing with the CSRC is required, and the approval of, filing or other procedures with other Chinese regulatory authorities may be required, in connection with issuing securities to foreign investors under PRC law, and, if required, we cannot predict whether we will be able, or how long it will take us, to obtain such approval or complete such filing or other procedures.

We or our Subsidiaries may also be subject to PRC laws relating to the use, sharing, retention, security and transfer of confidential and private information, such as personal information and other data. On November 14, 2021, the Cyberspace Administration of China (“CAC”) released the Regulations on the Network Data Security Management (Draft for Comments), or the Data Security Management Regulations Draft, to solicit public opinion and comments till December 13, 2021, which has not been promulgated as of the date of this prospectus. Pursuant to the Data Security Management Regulations Draft, data processors holding more than one million users/users’ individual information shall be subject to cybersecurity review before listing abroad. Data processing activities refers to activities such as the collection, retention, use, processing, transmission, provision, disclosure, or deletion of data. According to the latest amended Cybersecurity Review Measures, which was promulgated on November 16, 2021, and became effective on February 15, 2022, an online platform operator holding more than one million users/users’ individual information shall be subject to cybersecurity review before listing abroad. As of the date of this prospectus, we have not been informed by any PRC governmental authority of any requirement that we or our Subsidiaries file for approval for this offering. We don’t believe that we or any of our Subsidiaries will be subject to either the amended Cybersecurity Review Measures or the Data Security Management Regulations Draft since none of us hold more than one million users/users’ individual information. However, it is uncertain how the above-mentioned new laws or regulations will be enacted, interpreted or implemented, and whether it will affect us. Since the regulatory actions are new, it is highly uncertain how soon legislative or administrative regulation making bodies will respond and what existing or new laws or regulations or detailed implementations and interpretations will be modified or promulgated, if any, and the potential impact such modified or new laws and regulations will have on our Subsidiaries’ daily business operation, their ability to accept foreign investments, and our ability to continue to list or offer securities on an U.S. exchange. See “Risk Factor — The Chinese government exerts substantial influence over the manner in which we must conduct our business activities and may intervene or influence our operations at any time, which could result in a material change in our operations and the value of our Common Shares.”

On February 7, 2021, the Anti-Monopoly Committee of the State Council promulgated the Anti-monopoly Guidelines for the Platform Economy Sector, or the Anti-monopoly Guideline, aiming to improve anti-monopoly administration on online platforms. The Anti-monopoly Guideline, operating as the compliance guidance under the then-existing PRC anti-monopoly regulatory regime for platform economy operators, specifically prohibits certain acts of the platform economy operators that may have the effect of eliminating or limiting market competition, such as concentration of undertakings.

The PRC anti-monopoly regulatory regime started with the Anti-Monopoly Law promulgated by the Standing Committee of the National People’s Congress of China (“SCNPC”) on August 30, 2007 and effective on August 1, 2008, which requires that transactions which are deemed concentrations and involve parties with specified turnover thresholds must be cleared by the Ministry of Commerce of China (“MOFCOM”) before they can be completed. In addition, on February 3, 2011, the General Office of the State Council promulgated a Notice on Establishing the Security Review System for Mergers and Acquisitions of Domestic Enterprises by Foreign Investors, or Circular 6, which officially established a security review system for mergers and acquisitions of domestic enterprises by foreign investors. Further, on August 25, 2011, MOFCOM promulgated the Regulations on Implementation of Security Review System for the Merger and Acquisition of Domestic Enterprises by Foreign Investors, or the MOFCOM Security Review Regulations, which became effective on September 1, 2011, to implement Circular 6. Under Circular 6, a security review is required for mergers and acquisitions by foreign investors having “national defense and security” concerns and mergers and acquisitions by which foreign investors may acquire the “de facto control” of domestic enterprises with “national security” concerns. Under the MOFCOM Security Review Regulations, MOFCOM will focus on the substance and actual impact of the transaction when deciding whether a specific merger or acquisition is subject to security review. If MOFCOM decides that a specific merger or acquisition is subject to security review, it will submit it to the Inter-Ministerial Panel, an authority established under the Circular 6 led by the NDRC, and MOFCOM under the leadership of the State Council, to carry out the security review. The regulations prohibit foreign investors from bypassing the security review by structuring transactions through trusts, indirect investments, leases, loans, control through contractual arrangements or offshore transactions.

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Under BVI law, we may pay a dividend on our shares out of either profit, provided that in no circumstances may a dividend be paid if this would result in us being unable to pay our debts due in the ordinary course of business. If we determine to pay dividends, as a holding company, we will be dependent on receipt of funds from our subsidiaries in the PRC through our Hong Kong subsidiaries.

Cash dividends, if any, on our common shares will be paid in U.S. dollars. If we are considered a PRC tax resident enterprise for tax purposes, any dividends we pay to our overseas shareholders may be regarded as China-sourced income and as a result may be subject to PRC withholding tax at a rate of up to 10%. A 10% PRC withholding tax is applicable to dividends payable to investors that are non-resident enterprises. Any gain realized on the transfer of common shares by such investors is also subject to PRC tax at a current rate of 10% which in the case of dividends will be withheld at source if such gain is regarded as income derived from sources within the PRC.

Pursuant to the Arrangement between Mainland China and the Hong Kong Special Administrative Region for the Avoidance of Double Taxation and Tax Evasion on Income, or the Double Tax Avoidance Arrangement, the 10% withholding tax rate may be lowered to 5% if a Hong Kong resident enterprise owns no less than 25% of a PRC resident enterprise. However, the 5% withholding tax rate does not automatically apply and certain requirements must be satisfied, including without limitation that (a) the Hong Kong resident enterprise must be the beneficial owner of the relevant dividends; and (b) the Hong Kong resident enterprise must directly hold no less than 25% share ownership in a PRC entity during the 12 consecutive months preceding its receipt of the dividends. In current practice, a Hong Kong entity must obtain a tax resident certificate from the Hong Kong tax authority to apply for the 5% lower PRC withholding tax rate. As the Hong Kong tax authority will issue such a tax resident certificate on a case-by-case basis, we cannot be certain that we will be able to obtain the tax resident certificate from the relevant Hong Kong tax authority and enjoy the preferential withholding tax rate of 5% under the Double Taxation Arrangement with respect to dividends to be paid by our PRC subsidiaries to our Hong Kong subsidiaries. As of the date of this prospectus, we have not applied for the tax resident certificate from the relevant Hong Kong tax authority. Our Hong Kong subsidiaries intend to apply for the tax resident certificate when our subsidiaries in mainland China plan to declare and pay dividends to their Hong Kong parent companies.

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For the years ended December 31, 2020, the Company provided working capital loans of $8.3 million in aggregate to our wholly owned subsidiary, USCNHK Group Limited.

For the years ended December 31, 2021, the Company provided working capital loans of $12.0 million in aggregate to our wholly owned subsidiary, USCNHK Group Limited, and provided working loans of $7.0 million in aggregate to our wholly owned subsidiary, Zhejiang Tantech Bamboo Charcoal Co., Ltd.

For the years ended December 31, 2022, the Company provided working capital loans of $8.9 million in aggregate to our wholly owned subsidiary, USCNHK Group Limited, provided working loans of $350,000 in aggregate to our wholly owned subsidiary, EPakia Inc., provided working loans of $20,000 in aggregate to our wholly owned subsidiary EPakia Canada Inc., and provided working loans of $2,000 in aggregate to our wholly owned subsidiary EAG International Vantage Capitals Limited.

We have not declared or paid any cash dividends, nor do we have any present plan to pay any cash dividends on our common shares in the foreseeable future. We currently intend to retain most, if not all, of our available funds and any future earnings to operate and expand our business.

As of the date of this prospectus, we do not anticipate any difficulties on our ability to transfer cash between subsidiaries. We have not installed any cash management policies that dictate the amount of such funds and how such funds are transferred.

Our common shares may be prohibited from trading on a national exchange or “over-the-counter” markets under the Holding Foreign Companies Accountable Act (the “HFCAA”) if the PCAOB determines it is unable to inspect or investigate completely our auditors for two consecutive years. Pursuant to the HFCAA, the PCAOB issued a Determination Report on December 16, 2021 which found that the PCAOB was unable to inspect or investigate completely registered public accounting firms headquartered in: mainland China and Hong Kong. In addition, the PCAOB’s report identified the specific registered public accounting firms which are subject to these determinations. Our auditor, YCM CPA Inc., headquartered in Irvine, California, has been inspected by the PCAOB on a regular basis. Our auditor was not among the PCAOB-registered public accounting firms headquartered in the PRC or Hong Kong that were subject to PCAOB’s determination. On December 15, 2022, the PCAOB removed mainland China and Hong Kong from the list of jurisdictions where it is unable to inspect or investigate completely registered public accounting firms. Notwithstanding the foregoing, in the future, if it is determined that the PCAOB is unable to inspect or investigate our auditor completely, or if there is any regulatory change or step taken by PRC regulators that does not permit our auditor to provide audit documentations to the PCAOB for inspection or investigation, or the PCAOB expands the scope of the Determination so that we are subject to the HFCAA, as the same may be amended, you may be deprived of the benefits of such inspection. Any audit reports not issued by auditors that are completely inspected or investigated by the PCAOB, or a lack of PCAOB inspections of audit work undertaken in China that prevents the PCAOB from regularly evaluating our auditor’s audits and their quality control procedures, could result in a lack of assurance that our financial statements and disclosures are adequate and accurate, which could result in limitation or restriction to our access to the U.S. capital markets and trading of our securities, including trading on the national exchange or “over-the-counter” markets, may be prohibited under the HFCAA. See “Risk Factors — Our shares may be delisted under the Holding Foreign Companies Accountable Act if the PCAOB is unable to inspect our auditors for two consecutive years” for more information.

You should read carefully this prospectus and the documents incorporated by reference into this prospectus before investment.

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 beginning on page 8 of this prospectus, as well as those included in the periodic and other reports we file with the Securities and Exchange Commission before you make your investment decision.

Neither the Securities and Exchange Commission, any United States state securities commission, the British Virgin Island 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.

The date of this prospectus is August 30, 2023

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ABOUT THIS PROSPECTUS		9

INFORMATION REGARDING FORWARD-LOOKING STATEMENTS; CAUTIONARY LANGUAGE		10

PROSPECTUS SUMMARY		11

RISK FACTORS		30

USE OF PROCEEDS		57

GENERAL DESCRIPTION OF THE SECURITIES WE MAY OFFER		58

DESCRIPTION OF SHARE CAPITAL		59

DESCRIPTION OF DEPOSITARY SHARES		67

DESCRIPTION OF DEBT SECURITIES		70

DESCRIPTION OF WARRANTS		80

DESCRIPTION OF UNITS		82

DESCRIPTION OF RIGHTS		82

PLAN OF DISTRIBUTION		83

LEGAL MATTERS		85

EXPERTS		86

ENFORCEABILITY OF CIVIL LIABILITIES UNDER UNITED STATES FEDERAL SECURITIES LAWS AND OTHER MATTERS		86

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES		87

WHERE YOU CAN FIND MORE INFORMATION		87

INFORMATION INCORPORATED BY REFERENCE		88

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.

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ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission (SEC) using a “shelf” registration process. Under this shelf registration process, we may offer from time to time, in one or more offerings, securities having an aggregate initial offering price of up to $100,000,000 (or its equivalent in foreign or composite currencies). This prospectus provides you with a general description of the securities that may be offered. Each time we offer securities under this shelf registration statement, we will provide you with a prospectus supplement that describes the specific amounts, prices and terms of the securities being offered. The prospectus supplement also may add, update or change information contained in this prospectus. You should read carefully both this prospectus and any prospectus supplement together with additional information described below under the caption “Where You Can Find More Information,” before making an investment decision. We have incorporated exhibits into this registration statement. You should read the exhibits carefully for provisions that may be important to you.

Industry data and other statistical information used in this prospectus, any applicable prospectus supplement, any related free writing prospectus and any document incorporated by reference into this prospectus are based on independent publications, reports by market research firms or other published independent sources. Some data are also based on our good faith estimates, derived from our review of internal surveys and the independent sources listed above. Although we believe these sources are reliable, we have not independently verified the information.

We may sell securities through underwriters or dealers, through agents, directly to purchasers or through a combination of these methods. We and our agents reserve the sole right to accept or reject, in whole or in part, any proposed purchase of securities. The prospectus supplement, which we will provide to you each time we offer securities, will set forth the names of any underwriters, agents or others involved in the sale of securities and any applicable fee, commission or discount arrangements with them. See the information described below under the heading “Plan of Distribution.”

THIS PROSPECTUS MAY NOT BE USED TO SELL ANY SECURITIES UNLESS ACCOMPANIED BY THE APPLICABLE PROSPECTUS SUPPLEMENT.

This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information in this prospectus or a prospectus supplement is accurate as of any date other than the date on the front of the document.

All references to “RMB,” “Renminbi” and “¥” are to the legal currency of China and all references to “USD,” “U.S. dollars,” “dollars,” and “$” are to the legal currency of the United States.

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INFORMATION REGARDING FORWARD-LOOKING STATEMENTS; CAUTIONARY LANGUAGE

This prospectus, any applicable prospectus supplement, any related free writing prospectus and any document incorporated by reference into this prospectus contain, or will contain, forward-looking statements within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995, or the PSLRA. In addition, we, or our executive officers on our behalf, may from time to time make forward-looking statements in reports and other documents we file with the SEC or in connection with oral statements made to the press, potential investors or others. Forward-looking statements include all statements that are not statements of historical facts and may relate to, but are not limited to, expectations or estimates of future operating results or financial performance, capital expenditures, regulatory compliance, plans for growth and future operations, as well as assumptions relating to the foregoing. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “could,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “intend,” “potential,” “continue” or the negative of these terms or other similar terminology. Although we do not make forward-looking statements unless we believe we have a reasonable basis for doing so, we cannot guarantee their accuracy, and actual results may differ materially from those we anticipated due to a number of uncertainties, many of which cannot be foreseen. Our actual results could differ materially from those anticipated in these forward-looking statements for many reasons, including, but not limited to, the risks and uncertainties described in the section entitled “Risk Factors” in this prospectus, in any applicable prospectus supplement, any related free writing prospectus and in any document incorporated by reference into this prospectus.

We believe that it is important to communicate our future expectations to potential investors. However, there may be events in the future that we are not able to accurately predict or control and that may cause actual events or results to differ materially from the expectations expressed in or implied by our forward-looking statements. The risks and uncertainties described in the section entitled “Risk Factors” in this prospectus, in any applicable prospectus supplement, any related free writing prospectus and in any document incorporated by reference into this prospectus provide examples of risks, uncertainties and events that may cause our actual results to differ materially from the expectations we describe in our forward-looking statements. Before you invest in our securities, you should be aware that the occurrence of these risks and uncertainties could negatively impact, among other things, our business, cash flows, results of operations, financial condition and share price. Potential investors should not place undue reliance on our forward-looking statements.

Forward-looking statements regarding our present plans or expectations for sales, supply contracts, purchases, sources and availability of financing, and growth involve risks and uncertainties relative to return expectations and related allocation of resources, and changing economic or competitive conditions, as well as the negotiation of agreements with suppliers and customers, which could cause actual results to differ from present plans or expectations, and such differences could be material. Similarly, forward-looking statements regarding our present expectations for operating results and cash flow involve risks and uncertainties related to factors such as utilization rates, material prices, demand for products by our customers, supply and other factors described in the section entitled “Risk Factors” in this prospectus, in any applicable prospectus supplement, any related free writing prospectus and in any document incorporated by reference into this prospectus, which would also cause actual results to differ from present plans. Such differences could be material.

All future written and oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Forward-looking statements speak only as of the date the statements are made. New risks and uncertainties arise from time to time, and we cannot predict those events or how they may affect us. We assume no obligation to, and do not plan to, update any forward-looking statements as a result of new information, future events or developments, except as required by U.S. federal securities laws. You should read this prospectus, any applicable prospectus supplement, any related free writing prospectus and any document incorporated by reference into this prospectus with the understanding that we cannot guarantee future results, levels of activity, performance or achievements and that actual results may differ materially from what we expect. The forward-looking statements contained in this prospectus, any applicable prospectus supplement, any related free writing prospectus and any document incorporated by reference into this prospectus are excluded from the safe harbor protection provided by the PSLRA.

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PROSPECTUS SUMMARY

Our Company – Overview

We are not a Chinese operating company but a British Virgin Islands holding company with operations conducted by our Subsidiaries established in the PRC.

PRC laws and regulations governing business operations are sometimes vague and uncertain, and therefore, these risks may result in a material change in the operations of our PRC Subsidiaries and Hong Kong Subsidiaries, significant depreciation of the value of our common shares, or a complete hindrance of our ability to offer or continue to offer our securities to investors and cause the value of such securities to significantly decline or be worthless. The Chinese government may intervene or influence the operations of our PRC operating entities at any time and may exert more control over offerings conducted overseas and/or foreign investment in China-based issuers, which could result in a material change in the operations of our PRC operating entities and/or the value of our common shares. Further, any actions by the Chinese government to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities 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, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement. See “Prospectus Summary — Permission Required from the PRC Authorities for the Company’s Operation and to Issue Our Common Shares to Foreign Investors”; “Risk Factor — The filing with the CSRC is required, and the approval of, filing or other procedures with other Chinese regulatory authorities may be required, in connection with issuing securities to foreign investors under PRC law, and, if required, we cannot predict whether we will be able, or how long it will take us, to obtain such approval or complete such filing or other procedures; “Risk Factor — Our failure to obtain prior approval of the CSRC for the listing and trading of our Common Shares on a foreign stock exchange could delay this offering or could have a material adverse effect upon our business, operating results, reputation and trading price of our Common Shares.”

Our common shares may be prohibited from trading on a national exchange or “over-the-counter” markets under the HFCAA if the Public Company Accounting Oversight Board of the United States (“PCAOB”) determines it is unable to inspect or investigate completely our auditors for two consecutive years.

Pursuant to the HFCAA, 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 mainland China and Hong Kong. In addition, the PCAOB’s report identified the specific registered public accounting firms which are subject to these determinations. On August 26, 2022, the CSRC, the Ministry of Finance of the PRC (the “MOF”), and the PCAOB signed a Statement of Protocol (the “Protocol”), governing inspections and investigations of audit firms based in China and Hong Kong. On December 15, 2022, the PCAOB determined that it was able to secure complete access to inspect and investigate registered public accounting firms headquartered in mainland China and Hong Kong and vacated 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 may consider the need to issue a new determination. On December 29, 2022, the Accelerating Holding Foreign Companies Accountable Act was signed into law as part of the “Consolidated Appropriations Act, 2023” (the “Consolidated Appropriations Act”), reducing the number of consecutive non-inspection years required for triggering the prohibitions under the HFCA Act from three years to two. Our current auditor, YCM CPA Inc., headquartered in Irvine, California, is a firm registered with the PCAOB and is required by the laws of the U.S. to undergo regular inspections by the PCAOB to assess its compliance with the laws of the U.S. and professional standards. YCM CPA Inc. has been subjected to PCAOB inspections. Notwithstanding the foregoing, in the future, if it is later determined that the PCAOB is unable to inspect or investigate our auditor completely, or if there is any regulatory change or step taken by PRC regulators that does not permit our auditors to provide audit documentations to the PCAOB for inspection or investigation, you may be deprived of the benefits of such inspection. Any audit reports not issued by auditors that are completely inspected or investigated by the PCAOB, or a lack of PCAOB inspections of audit work undertaken in China that prevents the PCAOB from regularly evaluating our auditors’ audits and their quality control procedures, could result in a lack of assurance that our financial statements and disclosures are adequate and accurate, which could result in limitation or restriction to our access to the U.S. capital markets and trading of our securities, including trading on the national exchange or “over-the-counter” markets, may be prohibited under the HFCAA. See “Risk Factors — Trading in our securities may be prohibited under the Holding Foreign Companies Accountable Act if the PCAOB determines that it cannot inspect or investigate completed our auditors for two consecutive years” for more information.

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Permission Required from the PRC Authorities for the Company’s Operation and to Issue Our Common Shares to Foreign Investors

We conduct our business in China through our subsidiaries, and prior to August 2021, also through our VIEs in China. Our operations in China are governed by PRC laws and regulations. We are required to obtain certain permissions from the PRC authorities to operate, issue securities to foreign investors, and transfer certain data. The PRC government has exercised, and may continue to exercise, substantial influence or control over virtually every sector of the Chinese economy through regulation and state ownership. Our ability to operate in China may be undermined if our PRC subsidiaries are not able to obtain or maintain approvals to operate in China. The central or local governments could impose new, stricter regulations or interpretations of existing regulations that could require additional expenditures, and efforts on our part to ensure our compliance with such regulations or interpretations. To operate our general business activities currently conducted in mainland China, each of our PRC subsidiaries is required to obtain a business license from the local counterpart of the State Administration for Market Regulation, or SAMR. Each of our PRC subsidiaries has obtained a valid business license from the local SAMR, and no application for any such license has been denied. Our PRC subsidiaries are also required to obtain certain licenses and permits, including but not limited to the following material licenses and permits: the Wood and Bamboo Operation and Processing Approval Certificate issued by Zhejiang provincial government for our consumer product segment and our electric vehicles (EVs) and fuel vehicles being listed in the Announcement of the Vehicle Manufacturers and Products issued by the Ministry of Industry and Information Technology of PRC, or the MIIT, which is the entry approval for Shangchi Automobile to become a qualified manufacturer of vehicles and for the manufacturing and sales of our EVs and other vehicles. As of the date of this prospectus, as advised by our PRC legal counsel, Zhejiang Zhengbiao Law Firm, we and our PRC subsidiaries have received all requisite permits, approvals and certificates from the PRC government authorities to conduct our business operations in China. To our knowledge, no permission or approval has been denied or revoked. However, given the uncertainties of interpretation and implementation of relevant laws and regulations and the enforcement practice by government authorities, we cannot be certain that relevant policies in this regard will not change in the future, which may require us or our subsidiaries to obtain additional licenses, permits, filings or approvals for conducting our business in the PRC. If we or our subsidiaries do not receive or maintain required permissions or approvals, or inadvertently conclude that such permissions or approvals are not required, we may be subject to governmental investigations or enforcement actions, fines, penalties, suspension of operations, or be prohibited from engaging in relevant business or conducting securities offering, and these risks could result in a material adverse change in our operations, significantly limit or completely hinder our ability to offer or continue to offer securities to investors, or cause such securities to significantly decline in value or become worthless.

In connection with our previous issuance of securities to foreign investors, under current PRC laws, regulations and regulatory rules, as of the date of this prospectus, we and our PRC subsidiaries, (i) are not required to obtain permissions from the China Securities Regulatory Commission, or the CSRC, (ii) are not required to go through cybersecurity review by the Cyberspace Administration of China, or the CAC, and (iii) have not received or were denied such requisite permissions by any PRC authority. However, the PRC government has recently indicated an intent to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers.

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On February 17, 2023, with the approval of the State Council, China Securities Regulatory Commission (the “CSRC”) issued the relevant system and rules for the management of overseas listing records, which will be implemented from March 31, 2023. A total of six institutional rules (the “Listing Records Rules”) have been issued this time, including the Trial Measures for the Administration of Overseas Issuance and Listing of Securities by Domestic Enterprises (hereinafter referred to as the “Trial Measures”) and five supporting guidelines. Under the Listing Records Rules, a company established in mainland China seeking securities offering and listing, by both direct or indirect means, in an overseas market is required to undertake filing procedures with the CSRC for its overseas offering and listing activities. The Trial Measures also set forth a list of circumstance under which overseas offering and listing by domestic companies established in mainland China is prohibit, including: (i) where such securities offering and listing is explicitly prohibited by the PRC laws; (ii) where the intended securities offering and listing may endanger national security as reviewed and determined by competent PRC authorities under the State Council in accordance with PRC laws; (iii) where the domestic company established in mainland China, or its controlling shareholders and the actual controller, have committed crimes such as corruption, bribery, embezzlement, misappropriation of property or undermining the order of the socialist market economy during the latest three (3) years; (iv) where the domestic company established in mainland China seeking securities offering and listing is suspected of committing crimes or major violations of laws and regulations, and is under investigation according to law, and no conclusion has yet been made thereof; and (v) where there are material ownership disputes over equity held by the controlling shareholder of the company established in mainland China or by other shareholders that are controlled by the controlling shareholder and/or actual controller. In accordance with the Trial Measures, the listing and trading of our Common Shares on Nasdaq is deemed as an indirect overseas offering and listing by domestic companies established in mainland China, and thus, we are subject to the Listing Records Rules and the relevant filing procedures as required. Further, we believe, as of the date of this prospectus, none of the circumstances prohibiting the overseas offering and listing by domestic companies established in mainland China as listed above applies to us, and we can offer and continue to offer our Common Shares on Nasdaq.

In accordance with the Notice on the Arrangement for the Filing of Overseas Offering and Listing by Domestic Companies issued by the CSRC along with the Listing Records Rules on the same day, we are deemed as an “Existing Issuer” because we had been listed overseas before March 31, 2023. Under such Notice, we are not required to undertake the initial filing procedure immediately. However, we shall carry out filing procedures as required in a timely manner for the subsequent events, including any further follow-up offerings on Nasdaq, dual and/or secondary offering and listing on different overseas markets, and occurrence of material events including change of control, investigations or sanctions imposed by overseas securities regulatory agencies or other relevant competent authorities, change of listing status or transfer of listing segment, and voluntary or mandatory delisting. If we or our Mainland China Subsidiaries in future fail to undertake filing procedures as stipulated in the Trial Measures, or offer and list securities in an overseas market in violation of the Trial Measures, the CSRC may order rectification, issue warnings to us and/or our Mainland China Subsidiaries, and impose a fine of between RMB 1,000,000 yuan and RMB 10,000,000 yuan. The CSRC may also inform its regulatory counterparts in the overseas jurisdictions, such as the SEC, via cross-border securities regulatory cooperation mechanisms.

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However, any failure of us or our mainland China subsidiaries to fully comply with the Listing Records Rules and/or the Confidentiality Provisions, once effective, may significantly limit or completely hinder our ability to offer or continue to offer our Common Shares on Nasdaq, cause significant disruption to our business operations, severely damage our reputation, materially and adversely affect our financial condition and results of operations and cause our Common Shares to significantly decline in value or become worthless.

The PRC government recently initiated a series of regulatory actions and statements to regulate business operations in China, including adopting new measures to extend the scope of cybersecurity reviews, cracking down on illegal activities in the securities market, and expanding the efforts in anti-monopoly enforcement. The PRC government is increasingly focused on data security. In July 2021, the CAC opened cybersecurity probes into several U.S.-listed technology companies focusing on anti-monopoly regulation, and how companies collect, store, process and transfer data. On November 14, 2021, the CAC published the Draft Regulations on Network Data Security Management in November 2021 for public comments, which among other things, stipulates that a data processor listed overseas must conduct an annual data security review by itself or by engaging a data security service provider and submit the annual data security review report for a given year to the municipal cybersecurity department before January 31 of the following year. If the Draft Regulations on Network Data Security Management are enacted in the current form, we, as an overseas listed company, would be required to carry out an annual data security review and comply with the relevant reporting obligations. As of the date of this prospectus, the draft regulations have been released for public comment only and have not been formally adopted. The final provisions and the timeline for its adoption are subject to changes and uncertainties. We have been closely monitoring the regulatory development in China, particularly regarding the requirements of approvals, annual data security review or other procedures that may be imposed on us. If any approval, review or other procedure is in fact required, we cannot assure our investors that we will be able to obtain such approval or complete such review or other procedure timely or at all. For any approval that we may be able to obtain, it could nevertheless be revoked and the terms of its issuance may impose restrictions on our operations and/or securities offerings. The PRC regulatory requirements with respect to cybersecurity and data security are constantly evolving and can be subject to varying interpretations and significant changes, resulting in uncertainties about the scope of our responsibilities in that regard. Failure to comply with these cybersecurity and data privacy requirements in a timely manner, or at all, may subject us to government enforcement actions and investigations, fines, penalties, suspension or disruption of our operations.

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Because we are relying on advice of our PRC counsel with regard to PRC laws, there is uncertainty inherent in relying on an opinion of counsel in connection with whether we are required to obtain permissions from a governmental agency that is required to approve of our operations and/or listings. In the event that an government approval is required, we cannot assure our investor that we will be able to receive clearance in a timely manner, or at all. Any failure of us to fully comply with new regulatory requirements may significantly limit or completely hinder our ability to offer or continue to offer our common shares, cause significant disruption to our business operations, severely damage our reputation, materially and adversely affect our financial condition and results of operations and cause our shares to significantly decline in value or become worthless.

For more detailed information, see “Risk Factors-Risks Relating to Doing Business in China.”

Dividend Distributions and Cash Transfer among Tantech and the Subsidiaries

Current PRC regulations permit our subsidiary in mainland China to pay dividends to the Company only out of its accumulated profits, if any, determined in accordance with Chinese accounting standards and regulations. Under our current corporate structure, we rely on dividend payments or other distributions from our subsidiaries to fund any cash and financing requirements we may have, including the funds necessary to pay dividends and other cash distributions to our shareholders or to service any debt we may incur. If any subsidiary incurs debt on its own behalf in the future, the instruments governing such debt may restrict its ability to pay dividends to us. In addition, under PRC laws and regulations, each of our Chinese subsidiaries is required to set aside a portion of their net income each year to fund a statutory surplus reserve until such reserve reaches 50% of its registered capital. This reserve is not distributable as dividends. As a result, our PRC subsidiaries are restricted in their ability to transfer a portion of its net assets to us in the form of dividends, loans or advances. Further, 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. If we are unable to receive funds from our subsidiaries , we may be unable to pay cash dividends on our common shares.

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For the years ended December 31, 2020, the Company provided working capital loans of $8.3 million in aggregate to our wholly owned subsidiary, USCNHK Group Limited.

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For the years ended December 31, 2022 , the Company provided working capital loans of $8.9 million in aggregate to our wholly owned subsidiary, USCNHK Group Limited, provided working loans of $350,000 in aggregate to our wholly owned subsidiary, EPakia Inc., provided working loans of $20,000 in aggregate to our wholly owned subsidiary EPakia Canada Inc., and provided working loans of $2,000 in aggregate to our wholly owned subsidiary EAG International Vantage Capitals Limited.

The Holding Foreign Companies Accountable Act (“HFCAA”)

Pursuant to the HFCAA, 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 mainland China and Hong Kong. In addition, the PCAOB’s report identified the specific registered public accounting firms which are subject to these determinations. On August 26, 2022, the CSRC, the Ministry of Finance of the PRC (the “MOF”), and the PCAOB signed a Statement of Protocol (the “Protocol”), governing inspections and investigations of audit firms based in China and Hong Kong. On December 15, 2022, the PCAOB determined that it was able to secure complete access to inspect and investigate registered public accounting firms headquartered in mainland China and Hong Kong and vacated 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 may consider the need to issue a new determination. On December 29, 2022, the Accelerating Holding Foreign Companies Accountable Act was signed into law as part of the “Consolidated Appropriations Act, 2023” (the “Consolidated Appropriations Act”), reducing the number of consecutive non-inspection years required for triggering the prohibitions under the HFCA Act from three years to two. Our current auditor, YCM CPA Inc., headquartered in Irvine, California, is a firm registered with the PCAOB and is required by the laws of the U.S. to undergo regular inspections by the PCAOB to assess its compliance with the laws of the U.S. and professional standards. YCM CPA Inc. has been subjected to PCAOB inspections. Notwithstanding the foregoing, in the future, if it is later determined that the PCAOB is unable to inspect or investigate our auditor completely, or if there is any regulatory change or step taken by PRC regulators that does not permit our auditors to provide audit documentations to the PCAOB for inspection or investigation, you may be deprived of the benefits of such inspection. Any audit reports not issued by auditors that are completely inspected or investigated by the PCAOB, or a lack of PCAOB inspections of audit work undertaken in China that prevents the PCAOB from regularly evaluating our auditors’ audits and their quality control procedures, could result in a lack of assurance that our financial statements and disclosures are adequate and accurate, which could result in limitation or restriction to our access to the U.S. capital markets and trading of our securities, including trading on the national exchange or “over-the-counter” markets, may be prohibited under the HFCAA.

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Summary of Risk Factors

Investing in our Common Shares involves significant risks. You should carefully consider all of the information in this prospectus before making an investment in our Common Shares. Below please find a summary of the principal risks we face, organized under relevant headings. These risks are discussed more fully in the section titled “Risk factors.”

Risks Related to Doing Business in China. See “Risk Factors — Risks Related to Doing Business in China”

We are based in China and have the majority of our operations in China, so we face risks and uncertainties related to doing business in China in general, including, but not limited to, the following:

	·	China has not developed a fully integrated legal system, and recently enacted laws and regulations may not sufficiently cover all aspects of economic activities in China. Since PRC administrative and court authorities have significant discretion in interpreting and implementing statutory provisions and contractual terms, it may be difficult to evaluate the outcome of administrative and court proceedings and the level of legal protection we enjoy. See “Risk Factor — Uncertainties with respect to the PRC legal system could have a material adverse effect on us.”

	·	China’s social and political conditions may change and become unstable. Any sudden changes to China’s political system or the occurrence of widespread social unrest could have a material adverse effect on our business and results of operations. See “Risk Factor — China’s economic, political and social conditions, as well as changes in any government policies, laws and regulations may be quick with little advance notice and, could have a material adverse effect on our business and the value of our Common Shares.”

	·	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 securities regulation, data protection, cybersecurity and mergers and acquisitions and other matters. See “Risk Factor — The Chinese government exerts substantial influence over the manner in which we must conduct our business activities and may intervene or influence our operations at any time, which could result in a material change in our operations and the value of our Common Shares.”

	·	CSRC and other Chinese government agencies may exert more oversight and control over offerings that are conducted overseas and foreign investment in China-based issuers, especially those in the technology filed. See “Risk Factor — CSRC and other Chinese government agencies may exert more oversight and control over offerings that are conducted overseas and foreign investment in China-based issuers, especially those in the technology filed. Additional compliance procedures may be required, in connection with this offering, and, if required, we cannot predict whether we will be able to obtain such approval. If we are required to obtain PRC governmental permission to commence the sale of our securities, we will not commence the offering until we obtain such permissions. As a result, we face uncertainty about future actions by the PRC government that could significantly affect our ability to offer or continue to offer securities to investors and cause the value of our securities to significantly decline or be worthless.”

	·	We may be required to obtain governmental approvals or complete filings in China, and we cannot predict whether we will be able, or how long it will take us, to obtain such approval or complete such filing. See “Risk Factor — The filing with the CSRC is required, and the approval of, filing or other procedures with other Chinese regulatory authorities may be required in connection with issuing securities to foreign investors under PRC law, and, if required, we cannot predict whether we will be able, or how long it will take us, to obtain such approval or complete such filing or other procedures.

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	·	The proceeds of this offering may be sent back to the PRC, and the process for sending such proceeds back to the PRC may be time-consuming after the closing of this offering. We may be unable to use these proceeds to grow our business until our PRC subsidiaries receive such proceeds in the PRC. See “Risk Factor — We must remit the offering proceeds to China before they may be used to benefit our business in China, the process of which may be time-consuming, and we cannot assure that we can finish all necessary governmental registration processes in a timely manner.”

	·	Our business involves collecting and retaining certain internal and customer data. We also maintain information about various aspects of our operations as well as regarding our employees. The integrity and protection of our customer, employee and company data is critical to our business. Our customers and employees expect that we will adequately protect their personal information. We are required by applicable laws to keep strictly confidential the personal information that we collect, and to take adequate security measures to safeguard such information. See “Risk Factor — We may be liable for improper use or appropriation of personal information provided by our customers.”

	·	Failure by any such shareholders or beneficial owners to comply with Circular on Relevant Issues Concerning Foreign Exchange Control on Domestic Residents’ Offshore Investment and Financing and Roundtrip Investment Through Special Purpose Vehicles could subject us to fines or legal sanctions, restrict our overseas or cross-border investment activities, limit our PRC subsidiary’s ability to make distributions or pay dividends or affect our ownership structure, which could adversely affect our business and prospects. See “Risk Factor — PRC regulations relating to the establishment of offshore special purpose companies by PRC residents may subject our PRC resident shareholders to personal liability and limit our ability to acquire PRC companies or to inject capital into our PRC subsidiary, limit our PRC subsidiary ability to distribute profits to us, or otherwise materially and adversely affect us.”

Risks related to our business. See “Risk Factor — Risks Related to the Current Pandemic”

Risks and uncertainties related to the current pandemic include, but are not limited to, the following:

We face risks related to health epidemics that could impact our sales and operating results.

The coronavirus disease 2019 (COVID-19) has had a significant impact on our operations since January 2020 and could materially adversely affect our business and financial results for the remaining months of the 2023 calendar year.

Risks Related to Our Corporate Structure and Operation. See “Risk Factor — Our Corporate Structure and Operation”

We are also subject to risks and uncertainties related to our corporate structure, including, but not limited to, the following:

	·	We are a “foreign private issuer,” and our disclosure obligations differ from those of U.S. domestic reporting companies. As a result, we may not provide you the same information as U.S. domestic reporting companies or we may provide information at different times, which may make it more difficult for you to evaluate our performance and prospects.
	·	As a foreign private issuer, we are permitted to rely on exemptions from certain Nasdaq corporate governance standards applicable to U.S. issuers, including the requirement that a majority of an issuer’s directors consist of independent directors. If we opt to rely on such exemptions in the future, such decision might afford less protection to holders of our Common Shares.
	·	Our failure to obtain prior approval of the CSRC for the listing and trading of our Common Shares on a foreign stock exchange could delay this offering or could have a material adverse effect upon our business, operating results, reputation and trading price of our Common Shares.

Risks Related to Ownership of Our Common Shares. See “Risk Factor – Risks Related to Ownership of Our Common Shares”

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Risks Related to ownership of our Common Shares include, but not limited to, the following:

	·	If we are unable to implement and maintain effective internal control over financial reporting in the future, investors may lose confidence in the accuracy and completeness of our financial reports and the market price of our Common Shares may decline.
	·	Trading in our securities may be prohibited under the Holding Foreign Companies Accountable Act if the PCAOB determines that it cannot inspect or investigate completed our auditors for two consecutive years.

Our Corporate Structure

Business Overview

We develop and manufacture bamboo-based charcoal products for industrial energy applications and household cooking, heating, purification, agricultural and cleaning uses. We have grown over the past decade to become a pioneer in charcoal products industry made from carbonized bamboo. We are a highly specialized high-tech enterprise producing, researching and developing bamboo charcoal-based products with an established domestic and international sales and distribution network.

On July 12, 2017, we completed the acquisition of Suzhou E Motors Co, which became known as Shangchi Automobile Co., Ltd. (“Shangchi Automobile”), a specialty electric vehicles manufacturer based in Zhangjiagang City, Jiangsu Province, and our business includes the manufacture and sale of electric vehicles. In November 2020, we established two subsidiaries in Zhejiang Province with the plan of producing and selling specialty electric vehicles such as driverless street sweepers. On November 13, 2021, we established another new subsidiary Zhejiang Shangchi Medical Equipment Co., Ltd. (“Shangchi Medical Equipment”). Shangchi Medical Equipment is wholly controlled by Shangchi (Zhejiang) Intelligent Equipment Co., Ltd., another subsidiary of us. Shangchi Medical Equipment’s business scope includes but not limited to intelligent vehicle equipment manufacturing, intelligent vehicle equipment sales. Shangchi Medical Equipment will focus on special medical vehicles business in the future.

We oversee a national sales network that has a presence in 19 cities throughout China. Through wholesalers, our products are also sold in Japan, South Korea, Taiwan, the Middle East and Europe.

In addition to our bamboo charcoal products, we also derive revenues from our trading activities, which primarily relate to industrial purchases and sales of charcoal.

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Further, we own an indirect 18% interest in Libo Haokun Stone Co., Ltd., a marble mining operating company, and an indirect 14.76% interest in Fuquan Chengwang Mining Co., Ltd. (“Fuquan Chengwang”), a basalt mining company. In addition, Fuquan Chengwang is renewing a government-issued mining permit which expired on May 20, 2019. Pursuant to an investment agreement amendment we signed, we extended the renewal due date from June 30, 2020 to December 31, 2020.

We are headquartered in the bamboo rich southwest of Zhejiang Province, in the city of Lishui. Zhejiang province, located in southeastern coastal China, is China’s tenth largest province in population, with 58.5 million residents, and tenth in terms of population density as of the end of 2019. Being the first province in China without any counties in the poverty-county list of the central government, Zhejiang has become one of the wealthiest and most commercialized provinces in China. Its province-wide GDP of approximately RMB 6.23 trillion in 2019 places it as the fourth highest in China in absolute amount.

Lishui is a prefecture-level city located in southwest Zhejiang province. Approximately 2.7 million residents live in the city as the end of 2019, and its city-wide GDP is approximately RMB 147.7 billion in 2019. Lishui’s primary industries include wood and bamboo production, ore smelting, textile, clothes making, construction materials, pharmaceutical chemistry, electronic machinery and food processing. As to wood and bamboo production, approximately 69% of Lishui is covered with forest, giving it the nickname “The Foliage Ocean of Zhejiang.”

Zhejiang Province

City of Lishui

We rely on a combination of patent, trademark and trade secret laws and non-disclosure agreements and other methods to protect our intellectual property rights. We currently own five patents in China covering our bamboo charcoal production.

For the years ended December 31, 2022, 2021, and 2020, three major suppliers accounted for approximately 68%, three major suppliers accounted for approximately 69%, and two major suppliers accounted for approximately 70%, of the Company’s total purchases, respectively. Because we purchase a material amount of our raw materials from these suppliers, the loss of any such suppliers could result in increased expenses for our company and result in adverse impact on our business, financial condition and results of operations.

Bamboo and Bamboo Charcoal

As a company primarily focused on bamboo charcoal, our business is in a sub-part of China’s bamboo industry. Government policies that encourage the use of bamboo also benefit the bamboo charcoal industry. Accordingly, we provide a brief overview of bamboo and those elements of China’s bamboo industry, insofar as they have an effect on the bamboo charcoal industry in general and our company in particular.

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Bamboo

Bamboo plants are some of the fastest growing plants in the world, with some varieties growing more than three feet per day. Moreover, Bamboo can be re-grown quickly following harvesting, ensuring high frequency utilization without shortages. Unlike trees, individual bamboo culms emerge from the ground at their full diameter and grow to their full height in a single growing season of three to four months. Over the next 2–5 years, fungus begins to form on the outside of the culm, which eventually penetrates and overcomes the culm. Eventually the fungal growths cause the culm to collapse and decay. As a result, bamboo culms generally have life cycles of up to ten years, at which point they must be cut down in order to preserve the environment of the surrounding forest. Optimal quality bamboo culms for carbonization are cut at five years of age. Additional bamboo can be grown in the same area where previous culms grew.

Bamboo is considered environmentally friendly because it takes in substantial amounts of carbon dioxide and gives off oxygen as it grows. Indeed, bamboo sequesters more carbon dioxide than an equivalent region of plantation trees. Moreover, harvesting of bamboo is considered more environmentally friendly than allowing it to live through the full life cycle, as such harvesting maximizes the amount of carbon dioxide the bamboo can sequester because of the effects of fungus noted above.

According to the Opinions on Accelerating the Innovation and Development of the Bamboo Industry jointly issued by ten departments including the State Forestry and Grassland Administration of China in 2021, by 2035, the total value of China bamboo industry will exceed 1 trillion yuan. The total value of China’s bamboo industry was approximately RMB380 billion yuan, as of 2021. As of 2021, it employs more than 15 million people and has become a pillar industry of development of economic society of China’s bamboo main producing area and major income source of peasants’ families. Given bamboo’s importance in China, we believe that favorable government policies and regulations encouraging the advancement of bamboo technology in China generally will create an environment favorable to our increased production of bamboo-based charcoal products. The Chinese government is also working to develop its bamboo industry to meet its goals in environmental protection and green economic development, as planting bamboo is both profitable and environmentally-friendly, according to the International Network for Bamboo and Rattan (“INBAR”). Moreover, given the central government’s goal to reduce carbon dioxide emissions per unit of GDP by 60 to 65 percent by 2030 compared to 2005, we expect the bamboo technology industry to continue to be important to the country’s long-term planning.

According to statistics from INBAR, China has more than 6 million hectares for bamboo production and over 500 bamboo species. In 2021, for example, the domestic industry was worth 380 billion yuan and employed more than 15 million people.

During a period of rampant deforestation, China put in place restrictions on harvesting of natural wood and encouraged the country to make more use of bamboo. Under the National Forest Protection Program (“NFPP”), China implemented natural forest logging bans that covered 17 provinces in China. These bands required consumers of charcoal to look to other sources for creation of charcoal than the natural trees they were most familiar with using. During this time, bamboo charcoal became a viable alternative in the country.

Bamboo has many desirable characteristics compared to timber based products:

Culms are ideally allowed to reach 5-7 years of maturity prior to full capacity harvesting. The clearing out or thinning of culms, particularly older decaying culms, helps to ensure adequate light and resources for new growth;

Commercial growers can annually harvest between one-quarter and one-third of a bamboo grove that is at least three years old. Harvesting at such rates allows continuous, sustainable harvesting;

Bamboo will re-grow from same rootstalk (rhizome);

Plant tends to be drought tolerant

Bamboo minimizes carbon dioxide gases and generates up to 35% more oxygen than an equivalent area of trees. One hectare of bamboo can sequester 62 tons of CO₂/year, while one hectare of young forest can sequester 15 tons of CO₂ /year.

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The physical and environmental properties of bamboo make it an exceptional economic resource for a wide range of uses. It grows quickly and can be harvested annually without depletion of the parent plant and without causing harvesting damage or deterioration in soil quality; in addition bamboo is very versatile and has many uses in the construction, culinary, furniture, pulp, pharmaceutical, and textiles industries. New uses for bamboo are being developed as we understand its biological, chemical and physical characteristics.

The global bamboos market size was valued at USD 61.52 billion in 2022 and is expected to reach over USD $105.22 billion by 2032, growing at a CAGR of around 5% during the forecast period from 2023 to 2032. There are about 39 genera of bamboo and more than 857 species in China with more than 7.01 million hectares of pure bamboo forest, which accounts for one third of the bamboo area in the world in 2022.

Zhejiang province is situated on the shore of the East China Sea and has about thirty genera and four hundred varieties of bamboo. Bamboo products made there are sold all around the world, with an annual output of RMB53.7 billion ($8.3 billion) in 2021. Zhejiang province has almost one sixth of the whole bamboo forest area in China.

Bamboo charcoal has been documented in China as early as 1486 AD during the Ming Dynasty. Bamboo charcoal has traditionally been used as a heating source, in replacement of wood, coal or wood charcoal. As a source of heat, bamboo charcoal has a calorific value approximately half that of an equivalent weight of oil, and similar to the calorific value of wood. In addition to being an efficient source of heat, bamboo charcoal is considered by the International Tree Foundation less polluting than wood charcoal, because it burns more cleanly due to a lower percentage of volatile matter. Smoke and pollution in charcoal burning relate largely to moisture content and volatile matter. While careful processing can control the moisture content, the ratio of volatile matter is affected by the source of charcoal.

Because of the relatively higher pollution levels in wood charcoal, it is estimated that the burning of wood fuel claims the lives of an estimated 4 million people every year who inhale the smoke. Moreover, it takes between seven and ten tons of wood to produce one ton of wood charcoal, compared with four tons of bamboo to produce one ton of bamboo charcoal.

In addition to use as a heating source, bamboo charcoal has applications as an adsorbent, deodorizer, dehumidifier, purifier and electrical conductor. Nonactivated bamboo charcoal is a versatile mineral matter with great porosity and consequently high absorption ability. Bamboo charcoal’s porous surface area makes it an ideal air and water purifying agent, odor absorbent, additive, dehumidifier and electromagnetic wave absorber (electromagnetic waves from computers, mobile telephones and other electronics can be conducted through bamboo charcoal to dissipate their energy in the charcoal pores). While wood charcoal’s surface area may be as low as 20 m ² /g, bamboo charcoal generally ranges from 300-600 m ² /g.

While bamboo charcoal has a high absorptive capacity after carbonization, it becomes even more effective after activation. Activated bamboo carbon is bamboo charcoal that has been taken through an extra step which greatly increased its absorptive abilities. Activated bamboo charcoal can be used for cleaning the environment, absorbing excess moisture and producing medicines.

The carbonization process occurs in the absence of oxygen and produces a brown-black liquid containing more than 200 organic compounds known as bamboo vinegar, or pyroligneous acid. Following sedimentation, two distinct layers appear: a light yellow-brown liquid (clarified bamboo vinegar) which can be refined to produce acetic acid, propionic acid, butyric acid, carbinol and organic solvents, and a viscid oily liquid (bamboo tar) containing large amounts of phenol substances. Bamboo vinegar is found in sanitary and health products as well as a range of horticultural fertilizers and organic solutions.

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Electric Vehicles

On July 12, 2017, the Company acquired a 70% equity interest of Shangchi Automobile, formerly Suzhou E-Motors. Suzhou E-Motors develops, manufactures, and sells electric vehicles and fuel vehicles. The company also offers solar cells, lithium-ion batteries, auto parts, and electric control systems in China. Its manufacturing facility, located in Zhangjiagang City, Jiangsu Province, is 15,000 square meters. Shangchi Automobile has been approved by the Ministry of Industry and Information Technology (“MIIT”) as qualified to manufacture vehicles. It is also entitled to both central and local government subsidies with any approved EV models. As of the date of this prospectus, Shangchi Automobile has seventeen fuel vehicle and one EV vehicle model approved by MIIT.

Shangchi Automobile has to date developed a full range of electric buses and a variety of specialty vehicles. It has developed more than ten models of electric buses, electric logistics cars, and specialty vehicles, such as high-speed brushless cleaning cars, electric cleaning cars, special emergency vehicles, and funeral cars. The sale region for current products is mainly within Jiangsu Province where the Shangchi Automobile locates. In 2017, we sold 100 various types of vehicles, where 10 types of vehicles directly sold to Northern China, and over 90 types of vehicles were used in Northern China. In 2018, we sold 110 logistic vehicles to Southern China. In 2019, we sold 117 electronic logistic cars in fiscal 2019 on behalf of other vehicle manufacturers for commission income. Below are examples of the specialty vehicles produced by Shangchi Automobile.

Urban Sanitary Vehicles. The Urban Sanitary Vehicles work with high efficiencies with low operating expenses. They travel (clean) around 20~30 km/hr with fuel consumption rates approximately 3.33 km/liter. The vehicles are equipped with professional sanitary vehicle chasses, with front axle drives & front axle steering to strengthen their operations’ stability and smoothness; the whole vehicle is made of strengthened steel plates and pipes, making it more durable and anti-collusive.

Tourist Buses. The Tourist Buses are 12-meter-long and 7-meter-long lithium-battery-based buses whose interior noise is less than 76 dBs and off vehicle acceleration noise is less than 82 dbs.

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Logistic Vehicles. The logistic electric vehicles are 4.2-meter-long, 810 kg standard load weight fully charged vehicles. Each are a 100% electricity-driven vehicle specially designed for logistics companies. The batteries for this vehicle can be charged and discharged quickly, and each vehicle is made of high quality steel stamping body which is highly durable. The internal structure and the design of the car doors are both made for the deliverers’ convenience.

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Below are the major vehicle components we purchase for assembling the EVs:

Vehicle chassis

Electric motors

Lithium-ion battery packs

Three-in-One electric control systems

Vehicle carriage

In general, the purchase of the vehicle chassis, electric motors, lithium-ion battery pack and three-in-one electric control system have covered two-thirds of EVs’ production cost. We purchase these components from four different but well-established suppliers in China.

We currently rely on local EV distributors to sell our EVs to end-users. The primary reason for such a sales channel is the dependence on local government subsidy policies. In general, local governments only allow the locally-licensed EV distributors to sell EV vehicles, which are entitled to EV road permits and subsidies.

Over the years, Shangchi Automobile has had more than 20 EV core technologies and patents, including nanotechnology for raw materials for power lithium electronics, group technology of power lithium electronics and battery management technology.

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Autonomous Electric Street Sweepers.

Based on Chinese government's environmental protection requirements, we have adopted a differentiation strategy, focusing on new energy special vehicles, such as new energy street sweepers. We have developed three driverless and autonomous street sweeper models. They are designed for closed areas and therefore do not require any vehicle manufacturing license. All of them are electric. The Shangchi SC-120A model features unmanned, automatic sweeping, the Shangchi SC-120B model features manned, autonomous, intelligent sweepingle, and the Shangchi SC-100A features unmanned, automatic sweeping, autonomous learning, and remote control. These street sweepers are designed for quieter operation and improved cleaning performance, with the ability to reduce or eliminate the 7 to 8 humans required for typical sweeper vehicle operation. While we have not produced any driverless street sweepers for sale as of the date hereof, we established two companies, Lishui Smart and Zhejiang Shangchi, to produce and sell street sweepers, respectively.

New Lines of Business

During the year ended December 31, 2022, we have started two new lines of business-biodegradable packaging business and commercial factoring service. Biodegradable packaging is a type of packaging that is designed to break down naturally in the environment, without leaving behind harmful pollutants or waste. The market for biodegradable packaging has been growing rapidly in recent years, driven by increased awareness of environmental issues and the desire to reduce plastic waste. We generated approximately $4.0 million revenue from biodegradable packaging business in fiscal 2022.

For the commercial factoring service, we provide it to customers who seek financing for their receivables. We generated approximately $1.4 million financing interest income in fiscal 2022.

Selected Condensed Consolidated Financial Schedule of Tantech and its Subsidiaries

Statement of operations data:

	For the year ended December 31,
	2022		2021			2020			2019			2018
Revenues	$	53,490		55,264		$	42,284		$	49,230		$	29,561
Gross profit		10,093		10,431			4,476			5,977			8,029
Operating expenses		5,520		18,946			14,821			14,886			5,679
Income (loss) from operations		4,573		(8,515	)		(10,345	)		(8,909	)		2,350
Income (loss) from continuing operations before income tax expense (credit)		5,728		(8,264	)		(10,634	)		(9,295	)		2,028
Income tax expense (credit)		3,142		2,429			(612	)		364			1,031
Net income (loss) from continuing operations		2,586

SEC Form 424B5 filed by Tantech Holdings Ltd.