EZGO · EZGO Technologies Ltd.

EZGO Technologies Ltd., a BVI-incorporated company, has executed a comprehensive Sales Agreement with AC Sunshine Securities LLC enabling flexible at-the-market (ATM) sales of up to $100 million in ordinary shares. This structure allows the company to sell shares opportunistically into market strength without fixed pricing or volume commitments, providing capital access while minimizing dilution risk through daily limits and minimum price thresholds set via Placement Notices. The agreement leverages an effective Form F-3 shelf registration (File No. 333-291823, effective March 4, 2026), confirming eligibility and compliance with General Instruction I.B.5 limits based on the $77.7 million non-affiliate public float as of January 5, 2026. Exhibit 5.1 from Maples and Calder provides critical BVI legal comfort, verifying the company's good standing, due authorization of shares, and that issued Placement Shares will be fully paid, non-assessable, and free of preemptive rights upon registration in the members' register. Key investor protections include no short sales or manipulative trading by the agent, Nasdaq listing requirements, FINRA approval of terms, and state securities compliance. With 20.9 million shares outstanding, this facility enhances liquidity and funding flexibility amid potential growth needs, though actual proceeds depend on market execution.