Common use of EXPERTS Clause in Contracts

EXPERTS. The audited consolidated financial statements incorporated in this prospectus by reference to Exhibit 99.2 of Alibaba Group Holding Limited’s current report on Form 6-K dated February 2, 2021 and management’s assessment of the effectiveness of internal control over financial reporting (which is included in Management’s Annual Report on Internal Control over Financial Reporting) incorporated in this prospectus by reference to the Annual Report on Form 20-F of Alibaba Group Holding Limited for the year ended March 31, 2020 have been so incorporated in reliance on the report (which contains an explanatory paragraph on the effectiveness of internal control over financial reporting due to the exclusion of certain elements of the internal control over financial reporting of the HQG, Inc. and its subsidiaries business the registrant acquired during the year ended March 31, 2020) of PricewaterhouseCoopers, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting. The registered business address of PricewaterhouseCoopers is 00/X, Xxxxxx’x Xxxxxxxx, Xxxxxxx, Xxxx Xxxx. WHERE YOU CAN FIND MORE INFORMATION ABOUT US We are currently subject to periodic reporting and other informational requirements of the Securities Exchange Act of 1934, as amended, or the U.S. Exchange Act, as applicable to foreign private issuers. Accordingly, we are required to file reports, including annual reports on Form 20-F, and other information with the SEC. All information filed with the SEC can be obtained over the Internet at the SEC’s website at xxx.xxx.xxx. This prospectus supplement is part of a registration statement we filed with the SEC, using a shelf registration process under the Securities Act, relating to the securities to be offered. This prospectus supplement omits some information contained in the registration statement in accordance with SEC rules and regulations. You should review the information and exhibits in the registration statement for further information on us and the securities we are offering. Statements in this prospectus supplement and the accompanying prospectus concerning any document we filed as an exhibit to the registration statement or that we otherwise filed with the SEC are not intended to be comprehensive and are qualified by reference to these filings. You should review the complete document to evaluate these statements.

EXPERTS. The audited consolidated financial balance sheets of Xxxxxx Pharmaceuticals Holdings, Inc. and Subsidiaries as of December 31, 2019 and 2018 and the related consolidated statements incorporated in this prospectus by reference to Exhibit 99.2 of Alibaba Group Holding Limited’s current report on Form 6-K dated February 2operations, 2021 stockholders’ equity and management’s assessment cash flows for each of the effectiveness of internal control over financial reporting (which is included in Management’s Annual Report on Internal Control over Financial Reporting) incorporated in this prospectus by reference to the Annual Report on Form 20-F of Alibaba Group Holding Limited for the year ended March 31years then ended, 2020 have been so audited by EisnerAmper LLP, an independent registered public accounting firm, as stated in their reports, which are incorporated in reliance herein by reference, which reports (1) express an unqualified opinion on the report financial statements, and (which contains 2) express an explanatory paragraph adverse opinion on the effectiveness of internal control over financial reporting due to reporting. Such consolidated financial statements have been incorporated herein by reference in reliance on the exclusion reports of certain elements of the internal control over financial reporting of the HQG, Inc. and its subsidiaries business the registrant acquired during the year ended March 31, 2020) of PricewaterhouseCoopers, an independent registered public accounting such firm, given on the upon their authority of said firm as experts in auditing and accounting. The registered business address of PricewaterhouseCoopers ADDITIONAL INFORMATION We have filed with the SEC two Registration Statements on Form S-3 (File No. 333-237588 and File No. 333-222447) relating to the securities covered by this prospectus supplement and the accompanying prospectuses. This prospectus is 00/X, Xxxxxx’x Xxxxxxxx, Xxxxxxx, Xxxx Xxxx. WHERE YOU CAN FIND MORE INFORMATION ABOUT US We are currently subject to periodic reporting and other informational requirements part of the Securities Exchange Act registration statements and does not contain all of 1934the information in the registration statements and their exhibits. The registration statements, as amendedtheir exhibits and the documents incorporated by reference in this prospectus supplement and the accompanying prospectuses, all contain information that is material to the offering of the securities hereby. Whenever a reference is made in this prospectus supplement or the U.S. Exchange Actaccompanying prospectuses to any of our contracts or other documents, as applicable the reference may not be complete. You should refer to foreign private issuersthe exhibits that are a part of the registration statements in order to review a copy of the contract or documents. AccordinglyThe registration statements and the exhibits are available at the SEC’s Public Reference Room or through its Website. We file annual, we are required to file quarterly and current reports, including annual reports on Form 20-F, proxy statements and other information with the SEC. All The SEC maintains an Internet site at xxxx://xxx.xxx.xxx that contains reports, proxy and information filed statements, and other information regarding issuers, such as us, that file electronically with the SEC. Additionally, you may access our filings with the SEC through our website at xxxx://xxx.xxxxxxxxxxxx.xxx. We have included our website address as an inactive textual reference only and our website and the information contained on, or that can be obtained over the Internet at the SEC’s accessed through, our website at xxx.xxx.xxx. This will not be deemed to be incorporated by reference in, and are not considered part of, this prospectus supplement is part or the accompanying prospectuses. We will provide you without charge, upon your oral or written request, with an electronic or paper copy of a registration statement any or all reports, proxy statements and other documents we filed file with the SEC, using a shelf registration process under as well as any or all of the Securities Act, relating to the securities to be offered. This prospectus supplement omits some information contained in the registration statement in accordance with SEC rules and regulations. You should review the information and exhibits in the registration statement for further information on us and the securities we are offering. Statements documents incorporated by reference in this prospectus supplement and the accompanying prospectuses (other than exhibits to such documents unless such exhibits are specifically incorporated by reference into such documents). Requests for such copies should be directed to: Xxxxxx Pharmaceuticals Holdings, Inc. 000 Xxxxx Xxxxx Xxxxx Xxxxxxx, XX 00000 Telephone number: (000) 000-0000 You should rely only on the information in this prospectus concerning supplement, the accompanying prospectuses and the additional information described above and under the heading “Incorporation of Certain Information by Reference” below. We have not authorized any document we filed as an exhibit other person to the registration statement provide you with different information. If anyone provides you with different or that we otherwise filed with the SEC inconsistent information, you should not rely upon it. We are not intended making an offer to be comprehensive and are qualified by reference to sell these filingssecurities in any jurisdiction where such offer or sale is not permitted. You should review assume that the complete document to evaluate these statementsinformation in this prospectus supplement was accurate on the date of the front cover of this prospectus supplement only. Our business, financial condition, results of operations and prospects may have changed since that date.

EXPERTS. The audited consolidated financial statements of Canoo Inc. as of December 31, 2021 and 2020, and for each of the two years in the period ended December 31, 2021, incorporated by reference in this prospectus by reference to Exhibit 99.2 of Alibaba Group Holding Limited’s current report on Form 6-K dated February 2supplement and the accompanying prospectus, 2021 and management’s assessment of the effectiveness of Canoo Inc.’s internal control over financial reporting (which is included in Management’s Annual Report on Internal Control over Financial Reporting) incorporated in this prospectus by reference to the Annual Report on Form 20-F of Alibaba Group Holding Limited for the year ended March 31, 2020 have been so incorporated in reliance on the report (which contains an explanatory paragraph on the effectiveness of internal control over financial reporting due to the exclusion of certain elements of the internal control over financial reporting of the HQG, Inc. and its subsidiaries business the registrant acquired during the year ended March 31, 2020) of PricewaterhouseCoopersaudited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their reports. Such financial statements are incorporated by reference in reliance upon the reports of such firm given on the their authority of said firm as experts in auditing accounting and accountingauditing. PROSPECTUS Canoo Inc. Common Stock Depositary Shares Preferred Stock Senior Debt Securities Subordinated Debt Securities Warrants Rights Units From time to time, we may offer and sell any combination of the securities described in this prospectus in one or more offerings. The registered business address securities we may offer may be convertible into or exercisable or exchangeable for other securities. We may offer the securities separately or together, in separate classes or series and in amounts, at prices and on terms that will be determined at the time the securities are offered. This prospectus describes some of PricewaterhouseCoopers the general terms that may apply to these securities. Each time securities are sold, the specific terms and amounts of the securities being offered, and any other information relating to the specific offering will be set forth in a supplement to this prospectus. The prospectus supplement may also add, update or change information contained in this prospectus. We may sell these securities on a continuous or delayed basis, directly, through agents, dealers or underwriters as designated from time to time, or through a combination of these methods. If any agents, dealers or underwriters are involved in the sale of any securities, the applicable prospectus supplement will set forth their names and any applicable commissions or discounts. See “Plan of Distribution.” We urge you to read carefully this prospectus, any accompanying prospectus supplement and any documents we incorporate by reference into this prospectus and any accompanying prospectus supplement before you make your investment decision. Our common stock and public warrants are traded on The Nasdaq Global Select Market (“Nasdaq”) under the symbol “GOEV” and “GOEVW,” respectively. On May 18, 2022, the last reported sale price on Nasdaq of our common stock was $3.38 per share and the last reported sale price of our public warrants was $0.47 per warrant. The applicable prospectus supplement will contain information, where applicable, as to other listings, if any, of the securities covered by the applicable prospectus supplement. Our principal executive office is 00/Xlocated at 00000 Xxxxxxx Xxxxxx, Xxxxxx’x Xxxxxxxx, XxxxxxxXxxxxxxxxx 00000, Xxxx Xxxxand our telephone number is (000) 000-0000. This prospectus may not be used to offer or sell any of our securities unless accompanied by a prospectus supplement. Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties referenced under the heading “Risk Factors” beginning on page 5 of this prospectus as well as those contained in the applicable prospectus supplement and in the other documents that are incorporated by reference into this prospectus or the applicable prospectus supplement. Neither the Securities and Exchange Commission 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 May 19, 2022. TABLE OF CONTENTS Page ABOUT THIS PROSPECTUS 1 INCORPORATION OF DOCUMENTS BY REFERENCE 3 WHERE YOU CAN FIND MORE INFORMATION ABOUT US 2 RISK FACTORS 5 COMPANY OVERVIEW 4 USE OF PROCEEDS 9 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 6 DESCRIPTION OF OUR DEPOSITARY SHARES 17 DESCRIPTION OF OUR CAPITAL STOCK 10 DESCRIPTION OF OUR WARRANTS 30 DESCRIPTION OF OUR DEBT SECURITIES 20 PLAN OF DISTRIBUTION 35 DESCRIPTION OF OUR RIGHTS 34 EXPERTS 38 LEGAL MATTERS 37 We are currently subject responsible for the information contained and incorporated by reference in this prospectus and in any accompanying prospectus supplement we prepare or authorize. We have not authorized anyone to periodic reporting give you any other information, and we take no responsibility for any other informational requirements of the Securities Exchange Act of 1934, as amendedinformation that others may give you. If you are in a jurisdiction where offers to sell, or the U.S. Exchange Actsolicitations of offers to purchase, as applicable to foreign private issuers. Accordingly, we are required to file reports, including annual reports on Form 20-F, and other information with the SEC. All information filed with the SEC can be obtained over the Internet at the SEC’s website at xxx.xxx.xxx. This prospectus supplement is part of a registration statement we filed with the SEC, using a shelf registration process under the Securities Act, relating to the securities offered by this documentation are unlawful, or if you are a person to be offeredwhom it is unlawful to direct these types of activities, then the offer presented in this document does not extend to you. This prospectus supplement omits some The information contained in this document speaks only as of the registration statement date of this document, unless the information specifically indicates that another date applies. Neither the delivery of this prospectus or any accompanying prospectus supplement, nor any sale of securities made under these documents, will, under any circumstances, create any implication that there has been no change in accordance our affairs since the date of this prospectus or any accompanying prospectus supplement we may provide you in connection with SEC rules and regulationsan offering or that the information contained or incorporated by reference is correct as of any time subsequent to the date of such information. You should review assume that the information and exhibits in the registration statement for further information on us and the securities we are offering. Statements in this prospectus supplement and the or any accompanying prospectus concerning any document we filed supplement, as an exhibit to well as the registration statement or that we otherwise filed with the SEC are not intended to be comprehensive and are qualified information incorporated by reference to these filingsin this prospectus or any accompanying prospectus supplement, is accurate only as of the date of the documents containing the information, unless the information specifically indicates that another date applies. You should review the complete document to evaluate these statementsOur business, financial condition, results of operations and prospects may have changed since those dates.

EXPERTS. The audited consolidated financial statements as of December 31, 2019 and 2018, and for the years then ended, incorporated by reference in this prospectus by reference to Exhibit 99.2 of Alibaba Group Holding Limited’s current report on Form 6-K dated February 2supplement, 2021 the accompanying base prospectus and management’s assessment of the effectiveness of internal control over financial reporting (which is included in Management’s Annual Report on Internal Control over Financial Reporting) incorporated in this prospectus by reference to the Annual Report on Form 20-F of Alibaba Group Holding Limited for the year ended March 31, 2020 registration statement have been so incorporated in reliance on the report (which contains an explanatory paragraph on the effectiveness of internal control over financial reporting due to the exclusion of certain elements of the internal control over financial reporting of the HQGBDO USA, Inc. and its subsidiaries business the registrant acquired during the year ended March 31, 2020) of PricewaterhouseCoopersLLP, an independent registered public accounting firm, incorporated herein by reference, given on the authority of said firm as experts in auditing and accounting. The registered business address of PricewaterhouseCoopers is 00/X, Xxxxxx’x Xxxxxxxx, Xxxxxxx, Xxxx Xxxxreport contains an explanatory paragraph regarding the Company’s ability to continue as a going concern. WHERE YOU CAN FIND MORE INFORMATION ABOUT US We are currently subject to periodic reporting and other informational requirements of the Securities Exchange Act of 1934, as amended, or the U.S. Exchange Act, as applicable to foreign private issuers. Accordingly, we are required to file reports, including annual reports on Form 20-F, and other information with the SEC. All information filed with the SEC can be obtained over the Internet at the SEC’s website at xxx.xxx.xxx. This prospectus supplement is part of a registration statement we filed with the SEC, using a shelf registration process under the Securities Act, relating to the securities to be offered. This prospectus supplement omits some does not contain all of the information contained set forth in the registration statement in accordance with SEC rules and regulations. You should review the information and exhibits in to the registration statement for statement. For further information on with respect to us and the securities we are offering. Statements in offering under this prospectus supplement and the accompanying prospectus concerning any document base prospectus, we filed as an exhibit refer you to the registration statement and the exhibits and schedules filed as a part of the registration statement. Neither we nor any agent, underwriter or dealer has authorized any person to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that we otherwise the information in this prospectus supplement is accurate as of any date other than the date on the front page of this prospectus supplement, regardless of the time of delivery of this prospectus or any sale of the securities offered by this prospectus supplement. We file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are available to the public at the SEC’s website at xxx.xxx.xxx. Additional information about Heat Biologics, Inc. is contained at our website, xxx.xxxxxxxxxxxxx.xxx. Information on our website is not incorporated by reference into this prospectus supplement. We make available on our website our SEC filings as soon as reasonably practicable after those reports are filed with the SEC SEC. The following Corporate Governance documents are not intended to be comprehensive also posted on our website: Code of Ethics and are qualified by reference to these filings. You should review the complete document to evaluate these statementsCharters for the Audit Committee, Compensation Committee and Nominating and Governance Committee of the Board of Directors.

EXPERTS. The Ernst & Young LLP, independent registered public accounting firm, has audited the consolidated financial statements incorporated in this prospectus by reference to Exhibit 99.2 of Alibaba Group Holding Limited’s current report on Form 6-K dated February 2Millendo Therapeutics, 2021 and management’s assessment of the effectiveness of internal control over financial reporting (which is Inc. included in Management’s Annual Report on Internal Control over Financial Reporting) incorporated in this prospectus by reference to the its Annual Report on Form 2010-F of Alibaba Group Holding Limited K for the year ended March December 31, 2020, as set forth in their report, which is incorporated by reference in this prospectus and elsewhere in the registration statement. These financial statements are incorporated by reference in reliance on Ernst & Young LLP’s report, given on their authority as experts in accounting and auditing. The financial statements of Tempestx, Inc. (formerly Tempest Therapeutics, Inc.) as of and for the years end December 31, 2020 and December 31, 2019 , incorporated by reference in this Prospectus from Tempest Therapeutics, Inc.’s Current Report on Form 8-K filed on July 16, 2021, have been so incorporated in reliance on the report (which contains an explanatory paragraph on the effectiveness of internal control over financial reporting due to the exclusion of certain elements of the internal control over financial reporting of the HQG, Inc. and its subsidiaries business the registrant acquired during the year ended March 31, 2020) of PricewaterhouseCoopersaudited by Deloitte & Touche LLP, an independent registered public accounting firm, given as stated in their report which is incorporated by reference (which report expresses an unqualified opinion on the financial statements and includes an explanatory paragraph referring to substantial doubt regarding Tempestx, Inc.’s ability to continue as a going concern). Such financial statements have been so incorporated in reliance upon the report of such firm given upon their authority of said firm as experts in auditing accounting and accounting. The registered business address of PricewaterhouseCoopers is 00/X, Xxxxxx’x Xxxxxxxx, Xxxxxxx, Xxxx Xxxxauditing. WHERE YOU CAN FIND MORE INFORMATION ABOUT US We are currently subject to periodic reporting and other informational requirements of the Securities Exchange Act of 1934, as amended, or the U.S. Exchange Act, as applicable to foreign private issuers. Accordingly, we are required to file reports, including annual reports on Form 20-F, and other information with the SEC. All information filed with the SEC can be obtained over the Internet at the SEC’s website at xxx.xxx.xxx. This prospectus supplement is part of a registration statement we filed with the SEC, using a shelf registration process under the Securities Act, relating to the securities to be offered. This prospectus supplement omits some does not contain all of the information contained set forth in the registration statement in accordance with SEC rules and regulations. You should review the information and exhibits in to the registration statement for statement. For further information on with respect to us and the securities we are offering. Statements in offering under this prospectus supplement and the accompanying prospectus concerning any document prospectus, we filed as an exhibit refer you to the registration statement and the exhibits and schedules filed as a part of the registration statement. You should rely only on the information contained in this prospectus or incorporated by reference in this prospectus. We have not authorized anyone else to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that we otherwise the information in this prospectus is accurate as of any date other than the date on the front page of this prospectus, regardless of the time of delivery of this prospectus or any sale of the securities offered by this prospectus. We file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are available to the public over the Internet at the SEC’s website at xxxx://xxx.xxx.xxx. Copies of certain information filed by us with the SEC are also available on our website at xxx.xxxxxxxxx.xxx. Information contained in or accessible through our website does not intended to be comprehensive constitute a part of this prospectus and are qualified is not incorporated by reference to these filings. You should review the complete document to evaluate these statementsin this prospectus.

EXPERTS. The audited consolidated financial statements incorporated of Pacific Ethanol as of and for the years ended December 31, 2019 and 2018 appearing in this prospectus by reference to Exhibit 99.2 of Alibaba Group Holding Limited’s current report on Form 6-K dated February 2, 2021 and management’s assessment of the effectiveness of internal control over financial reporting (which is included in ManagementPacific Ethanol’s Annual Report on Internal Control over Financial Reporting) incorporated in this prospectus by reference to the Annual Report on Form 2010-F of Alibaba Group Holding Limited K for the year ended March December 31, 2020 2019, have been so incorporated in reliance on the report (which contains an explanatory paragraph on the effectiveness of internal control over financial reporting due to the exclusion of certain elements of the internal control over financial reporting of the HQG, Inc. and its subsidiaries business the registrant acquired during the year ended March 31, 2020) of PricewaterhouseCoopersaudited by RSM US LLP, an independent registered public accounting firm, as stated in their report thereon, included therein, and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such reports given on the authority of said such firm as experts in auditing accounting and accounting. The registered business address of PricewaterhouseCoopers is 00/X, Xxxxxx’x Xxxxxxxx, Xxxxxxx, Xxxx Xxxxauditing. WHERE YOU CAN FIND MORE ADDITIONAL INFORMATION ABOUT US We are currently subject have filed with the Securities and Exchange Commission a registration statement on Form S-3 under the Securities Act, and the rules and regulations promulgated under the Securities Act, with respect to periodic reporting and other informational requirements the securities offered under this prospectus supplement. This prospectus supplement, which constitutes a part of the Securities Exchange Act registration statement, does not contain all of 1934the information contained in the registration statement and the exhibits and schedules to the registration statement. Many of the contracts and documents described in this prospectus supplement are filed as exhibits to the registration statements and you may review the full text of these contracts and documents by referring to these exhibits. For further information with respect to us and the securities offered under this prospectus supplement, as amended, or reference is made to the U.S. Exchange Act, as applicable to foreign private issuersregistration statement and its exhibits and schedules. Accordingly, we are required to We file reports, including annual reports on Form 2010-FK, quarterly reports on Form 10-Q and current reports on Form 8-K with the Securities and Exchange Commission. The Securities and Exchange Commission maintains an Internet web site that contains reports, proxy and information statements and other information regarding issuers, including Pacific Ethanol, that file electronically with the SECSecurities and Exchange Commission. The Securities and Exchange Commission’s Internet website address is xxxx://xxx.xxx.xxx. Our Internet website address is xxxx://xxx.xxxxxxxxxxxxxx.xxx. We do not anticipate that we will send an annual report to our stockholders until and unless we are required to do so by the rules of the Securities and Exchange Commission. All information filed with the SEC can be obtained over the Internet at the SEC’s website at xxx.xxx.xxx. This prospectus supplement is part of a registration statement we filed with the SEC, using a shelf registration process under the Securities Act, relating trademarks or trade names referred to the securities to be offered. This prospectus supplement omits some information contained in the registration statement in accordance with SEC rules and regulations. You should review the information and exhibits in the registration statement for further information on us and the securities we are offering. Statements in this prospectus supplement and are the accompanying prospectus concerning any document we filed as an exhibit to the registration statement or that we otherwise filed with the SEC are not intended to be comprehensive and are qualified by reference to these filings. You should review the complete document to evaluate these statementsproperty of their respective owners.

EXPERTS. The audited consolidated financial statements incorporated of Flex Pharma, Inc. appearing in this prospectus by reference to Exhibit 99.2 of Alibaba Group Holding Limited’s current report on Form 6-K dated February 2Flex Pharma, 2021 and management’s assessment of the effectiveness of internal control over financial reporting (which is included in ManagementInc.’s Annual Report on Internal Control over Financial Reporting(Form 10K) incorporated in this prospectus by reference to the Annual Report on Form 20-F of Alibaba Group Holding Limited for the year ended March December 31, 2020 2018, have been so incorporated in reliance on the report (which contains an explanatory paragraph on the effectiveness of internal control over financial reporting due to the exclusion of certain elements of the internal control over financial reporting of the HQGaudited by Xxxxx & Young LLP, Inc. and its subsidiaries business the registrant acquired during the year ended March 31, 2020) of PricewaterhouseCoopers, an independent registered public accounting firm, as set forth in their report thereon, included therein, and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such report given on the authority of said such firm as experts in auditing accounting and accounting. The registered business address of PricewaterhouseCoopers is 00/X, Xxxxxx’x Xxxxxxxx, Xxxxxxx, Xxxx Xxxxauditing. WHERE YOU CAN FIND MORE INFORMATION ABOUT US This prospectus is part of the registration statement on Form S-3 we filed with the SEC under the Securities Act. This prospectus does not contain all of the information set forth in the registration statement and the exhibits to the registration statement. For further information with respect to us and the securities we are offering under this prospectus, we refer you to the registration statement and the exhibits and schedules filed as a part of the registration statement. You should rely only on the information contained in this prospectus or incorporated by reference. We have not authorized anyone else to provide you with different information. We are currently subject to periodic reporting and not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information in this prospectus is accurate as of any date other informational requirements than the date on the front page of this prospectus, regardless of the Securities Exchange Act time of 1934delivery of this prospectus or any sale of the securities offered by this prospectus. We file annual, as amended, or the U.S. Exchange Act, as applicable to foreign private issuers. Accordingly, we are required to file quarterly and current reports, including annual reports on Form 20-F, proxy statements and other information with the SEC. All information You may read and copy the registration statement, as well as any other document filed by us with the SEC can be obtained over the Internet SEC, at the SEC’s Public Reference Room at 000 X Xxxxxx XX, Xxxxxxxxxx, X.X. 00000. The SEC maintains a website at xxx.xxx.xxx. This prospectus supplement is part of a registration statement we filed that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC, using including Flex. The address of the SEC website is xxx.xxx.xxx. We maintain a shelf registration process under the Securities Act, relating to the securities to be offeredwebsite at xxx.xxxx-xxxxxx.xxx. This prospectus supplement omits some information Information contained in the registration statement in accordance with SEC rules and regulations. You should review the information and exhibits in the registration statement for further information on us and the securities we are offering. Statements in or accessible through our website does not constitute a part of this prospectus supplement and the accompanying prospectus concerning any document we filed as an exhibit to the registration statement or that we otherwise filed with the SEC are not intended to be comprehensive and are qualified by reference to these filings. You should review the complete document to evaluate these statementsprospectus.

EXPERTS. The audited consolidated financial statements incorporated of Virgin Galactic Holdings, Inc. as of December 31, 2020 and 2019, and for each of the years in this prospectus by reference to Exhibit 99.2 of Alibaba Group Holding Limited’s current report on Form 6the three-K dated February 2year period ended December 31, 2021 2020, and management’s assessment of the effectiveness of internal control over financial reporting (which is included in Management’s Annual Report on Internal Control over Financial Reporting) as of December 31, 2020, have been incorporated in this prospectus by reference to the Annual Report on Form 20-F of Alibaba Group Holding Limited for the year ended March 31, 2020 have been so incorporated herein in reliance on upon the reports of KPMG LLP, independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing. The audit report (which contains an explanatory paragraph on the effectiveness of internal control over financial reporting due to the exclusion as of certain elements of the December 31, 2020, expresses an opinion that Virgin Galactic Holdings, Inc. did not maintain effective internal control over financial reporting as of December 31, 2020 because of the HQG, Inc. and its subsidiaries business the registrant acquired during the year ended March 31, 2020) effect of PricewaterhouseCoopers, an independent registered public accounting firm, given a material weakness on the authority achievement of said firm as experts the objectives of the control criteria and contains an explanatory paragraph that states a material weakness related to the identification and evaluation of the appropriate technical accounting pronouncements and other literature for the classification and measurement of the warrants related to the Company's business combination transaction did not include consideration of validating the conclusions with additional technical resources has been identified and included in auditing and accounting. The registered business address of PricewaterhouseCoopers is 00/X, Xxxxxx’x Xxxxxxxx, Xxxxxxx, Xxxx Xxxxmanagement’s assessment. WHERE YOU CAN FIND MORE INFORMATION ABOUT US INFORMATION; INCORPORATION BY REFERENCE Available Information We are currently subject to periodic reporting and other informational requirements of the Securities Exchange Act of 1934, as amended, or the U.S. Exchange Act, as applicable to foreign private issuers. Accordingly, we are required to file reports, including annual reports on Form 20-F, and other information with the SEC. All information have filed with the SEC can be obtained over a registration statement on Form S-3 under the Internet at Securities Act with respect to, among other securities, the SEC’s website at xxx.xxx.xxxshares of common stock offered by this prospectus supplement and accompanying prospectus. This prospectus supplement is part and the accompanying prospectus do not contain all of a registration statement we filed with the SEC, using a shelf registration process under the Securities Act, relating to the securities to be offered. This prospectus supplement omits some information contained included in the registration statement in accordance with SEC rules statement. For further information pertaining to us and regulations. You our common stock we are offering under this prospectus supplement and the accompanying prospectus, you should review the information and exhibits in refer to the registration statement for further information on us and the securities we are offeringits exhibits. Statements contained in this prospectus supplement and the accompanying prospectus concerning any of our contracts, agreements or other documents are not necessarily complete. If a contract or document we has been filed as an exhibit to the registration statement, we refer you to the copy of the contract or document that has been filed. Each statement in this prospectus supplement and the accompanying prospectus relating to a contract or that we otherwise document filed as an exhibit is qualified in all respects by the filed exhibit. We are subject to the informational requirements of the Exchange Act and file annual, quarterly and current reports and other information with the SEC. Our filings with the SEC are not intended available to be comprehensive and are qualified by reference to these filingsthe public on the SEC’s website at xxxx://xxx.xxx.xxx. You may access these materials free of charge as soon as reasonably practicable after they are electronically filed with or furnished to the SEC. Those filings are also available to the public on, or accessible through, our website under the heading “Investor Information” at xxx.xxxxxxxxxxxxxx.xxx. The information on our web site, however, is not, and should review the complete document not be deemed to evaluate these statementsbe, a part of this prospectus supplement and accompanying prospectus.

EXPERTS. The audited consolidated financial statements incorporated in this prospectus by reference to Exhibit 99.2 of Alibaba Group Holding Limited’s current report on Form 6-K dated February 2, 2021 and management’s assessment of the effectiveness of internal control over financial reporting (which is included in Management’s Annual Report on Internal Control over Financial Reporting) incorporated in this prospectus by reference to the Annual Report on Form 20-F of Alibaba Group Holding Limited for the year ended March 31, 2020 have been so incorporated in reliance on the report (which contains an explanatory paragraph on the effectiveness of internal control over financial reporting due to the exclusion of certain elements of the internal control over financial reporting of the HQG, Inc. and its subsidiaries business the registrant acquired during the year ended March 31, 2020) of PricewaterhouseCoopers, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting. The registered business address of PricewaterhouseCoopers is 00/X, Xxxxxx’x Xxxxxxxx, Xxxxxxx, Xxxx Xxxx. WHERE YOU CAN FIND MORE INFORMATION ABOUT US We are currently subject to periodic reporting and other informational requirements of the Securities Exchange Act of 1934, as amended, or the U.S. Exchange Act, as applicable to foreign private issuers. Accordingly, we are required to file reports, including annual reports on Form 20-F, and other information with the SEC. All information filed with the SEC can be obtained over the Internet at the SEC’s website at xxx.xxx.xxx. This prospectus supplement is part of a registration statement we have filed with the SEC, using a shelf registration process under the Securities Act, relating to the securities to be offered. This prospectus supplement omits some information contained in the registration statement in accordance with SEC rules and regulations. You should review the information and exhibits in the registration statement for further information on us and the securities we are offering. Statements in this prospectus supplement and the accompanying prospectus concerning any document we filed as an exhibit to the registration statement or that we otherwise filed with the SEC are not intended to be comprehensive and are qualified by reference to these filings. You should review the complete document to evaluate these statements.

EXPERTS. The audited consolidated financial statements incorporated in this prospectus by reference to Exhibit 99.2 of Alibaba Group Holding Limited’s current report on Form 6-K dated February 2, 2021 and management’s assessment of the effectiveness of internal control over financial reporting (which is included in Management’s Annual Report on Internal Control over Financial Reporting) incorporated in this prospectus by reference to the from our Annual Report on Form 2010-F of Alibaba Group Holding Limited K for the year years ended March December 31, 2020 and 2019, and for each of the years in the period ended December 31, 2020, have been so incorporated in reliance on the report (which contains an explanatory paragraph on the effectiveness of internal control over financial reporting due to the exclusion of certain elements of the internal control over financial reporting of the HQGXxxxxx, Inc. and its subsidiaries business the registrant acquired during the year ended March 31, 2020) of PricewaterhouseCoopersLLP, an independent registered public accounting firm, incorporated herein by reference, given on the authority of said firm as experts in auditing and accounting. The consolidated financial statements of Enertec Systems 2001 LTD., as of December 31, 2020 and December 31, 2019, and for the year ended December 31, 2020 incorporated by reference in this prospectus have been so incorporated in reliance on the report of BDO XXX XXXX, an independent registered business address public accounting firm, incorporated herein by reference, given on the authority of PricewaterhouseCoopers is 00/X, Xxxxxx’x Xxxxxxxx, Xxxxxxx, Xxxx Xxxxsaid firm as experts in auditing and accounting. WHERE YOU CAN FIND MORE INFORMATION ABOUT US We have filed with the Commission a registration statement on Form S-3 under the Securities Act, with respect to the securities covered by this prospectus. This prospectus and any prospectus supplement which form a part of the registration statement, does not contain all of the information set forth in the registration statement or the exhibits and schedules filed therewith. For further information with respect to us and the securities covered by this prospectus, please see the registration statement and the exhibits filed with the registration statement. Any statements made in this prospectus or any prospectus supplement concerning legal documents are currently subject not necessarily complete and you should read the documents that are filed as exhibits to periodic reporting the registration statement or otherwise filed with the Commission for a more complete understanding of the document or matter. A copy of the registration statement and the exhibits filed with the registration statement may be inspected without charge at the Public Reference Room maintained by the Commission, located at 000 X Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000. Please call the Commission at 1-800-SEC-0330 for more information about the operation of the Public Reference Room. The Commission also maintains an internet website that contains reports, proxy and information statements and other informational requirements information regarding registrants that file electronically with the Commission. The address of the Securities Exchange Act of 1934website is xxxx://xxx.xxx.xxx. We file annual, as amended, or the U.S. Exchange Act, as applicable to foreign private issuers. Accordingly, we are required to file quarterly and current reports, including annual reports on Form 20-F, proxy statements and other information with the SECCommission. All You may read, without charge, and copy the documents we file at the Commission’s public reference room in Washington, D.C. at 000 X Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000. You can request copies of these documents by writing to the Commission and paying a fee for the copying cost. Please call the Commission at 1-800-SEC-0330 for further information filed on the public reference rooms. Our filings with the SEC can be obtained over Commission are available to the Internet public at no cost from the SEC’s website at xxx.xxx.xxxxxxx://xxx.xxx.xxx. This prospectus supplement is part of a registration statement we The reports and other information filed by us with the SECCommission are also available at our website, using a shelf registration process under the Securities Act, relating to the securities to xxx.xxxxxxxxxx.xxx. Information contained on our website or that can be offered. This accessed through our website is not incorporated by reference into this prospectus supplement omits some information contained in the registration statement in accordance with SEC rules and regulations. You should review the information and exhibits in the registration statement for further information on us and the securities we are offering. Statements in this or any prospectus supplement and the accompanying prospectus concerning any document we filed as an exhibit to the registration statement or that we otherwise filed with the SEC are should not intended be considered to be comprehensive and are qualified by reference to these filings. You should review the complete document to evaluate these statementspart of this prospectus or any prospectus supplement.

EXPERTS. The audited consolidated financial statements incorporated in this prospectus by reference to Exhibit 99.2 of Alibaba Group Holding Limited’s current report on Form 6-K dated February 2Nabriva Therapeutics plc as of December 31, 2021 2019 and management’s assessment 2020 and for each of the effectiveness of internal control over financial reporting (which is included years in Management’s Annual Report on Internal Control over Financial Reporting) incorporated in this prospectus by reference to the Annual Report on Form 20three-F of Alibaba Group Holding Limited for the year period ended March 31, 2020 have been so incorporated in reliance on the report (which contains an explanatory paragraph on the effectiveness of internal control over financial reporting due to the exclusion of certain elements of the internal control over financial reporting of the HQG, Inc. and its subsidiaries business the registrant acquired during the year ended March December 31, 2020) , have been incorporated by reference herein in reliance upon the report of PricewaterhouseCoopersKPMG LLP, an independent registered public accounting firm, given on incorporated by reference herein, and upon the authority of said firm as experts in auditing accounting and accountingauditing. The registered business address audit report covering the December 31, 2020 consolidated financial statements contains an explanatory paragraph that states that Xxxxxxx Therapeutics plc has incurred recurring losses and negative cash flows from operations that raise substantial doubt about its ability to continue as a going concern. The consolidated financial statements do not include any adjustment that might result from the outcome of PricewaterhouseCoopers is 00/X, Xxxxxx’x Xxxxxxxx, Xxxxxxx, Xxxx Xxxxthat uncertainty. WHERE YOU CAN FIND MORE INFORMATION ABOUT US We are currently subject to the information and periodic reporting and other informational requirements of the Securities Exchange Act of 1934, as amended, or the U.S. Exchange Act, as applicable to foreign private issuers. Accordinglyand, we are required to in accordance therewith, file annual, quarterly and current reports, including annual reports on Form 20-F, proxy statements and other information with the SEC. All information filed with Our SEC filings are available to the SEC can be obtained public over the Internet at the SEC’s website at xxx.xxx.xxx. Copies of certain information filed by us with the SEC are also available on our website at xxx.xxxxxxx.xxx. Our website is not a part of this prospectus supplement and is not incorporated by reference in this prospectus supplement. This prospectus supplement is and the accompanying prospectus are part of a registration statement we filed with the SEC, using a shelf registration process under the Securities Act, relating to the securities to be offered. This prospectus supplement omits and the accompanying prospectus omit some information contained in the registration statement in accordance with SEC rules and regulations. You should review the information and exhibits in the registration statement for further information on about us and our consolidated subsidiaries and the securities we are offering. Statements in this prospectus supplement and the accompanying prospectus concerning any document we filed as an exhibit to the registration statement or that we otherwise filed with the SEC are not intended to be comprehensive and are qualified by reference to these filings. You should review the complete document to evaluate these statements.

EXPERTS. The audited consolidated financial statements statements, and the related financial statement schedule, incorporated in this prospectus by reference to Exhibit 99.2 of Alibaba Group Holding Limitedfrom the Company’s current report Annual Report on Form 610-K dated February 2K, 2021 and management’s assessment of the effectiveness of the Company’s internal control over financial reporting (which is included in Management’s Annual Report on Internal Control over Financial Reporting) incorporated in this prospectus by reference to the Annual Report on Form 20-F of Alibaba Group Holding Limited for the year ended March 31, 2020 have been so incorporated in reliance on the report (which contains an explanatory paragraph on the effectiveness of internal control over financial reporting due to the exclusion of certain elements of the internal control over financial reporting of the HQG, Inc. and its subsidiaries business the registrant acquired during the year ended March 31, 2020) of PricewaterhouseCoopersaudited by KPMG LLP, an independent registered public accounting firm, as stated in their reports, which are incorporated herein by reference. Those consolidated financial statements and financial statement schedule have been so incorporated in reliance upon the reports of such firm given on the upon their authority of said firm as experts in auditing accounting and accounting. The registered business address of PricewaterhouseCoopers is 00/X, Xxxxxx’x Xxxxxxxx, Xxxxxxx, Xxxx Xxxxauditing. WHERE YOU CAN FIND MORE INFORMATION ABOUT US INFORMATION, INCORPORATION BY REFERENCE We are currently subject to periodic reporting file annual, quarterly and other informational requirements of the Securities Exchange Act of 1934, as amended, or the U.S. Exchange Act, as applicable to foreign private issuers. Accordingly, we are required to file current reports, including annual reports on Form 20-F, proxy and information statements and other information with the SEC. All information filed with Our SEC filings are available to the SEC can be obtained public over the Internet at the SEC’s website at xxx.xxx.xxx. This You may also access the information we file electronically with the SEC through our website at xxxxx://xxx.xxxxxxxxxxxxxxxx.xxx. Please note that our website and the SEC’s website are included in this prospectus and any applicable prospectus supplement as an inactive textual reference only. The information contained on our website and the SEC’s website is not incorporated by reference into this prospectus and should not be considered to be part of a registration statement this prospectus, except as described in the following paragraph. We “incorporate by reference” into this prospectus and any applicable prospectus supplement certain information we file with the SEC, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is an important part of this prospectus. Certain information that we subsequently file with the SEC will automatically update and supersede information in this prospectus and in our other filings with the SEC. We incorporate by reference the documents listed below, which we have already filed with the SEC, using a shelf registration process and any future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act, relating until all the securities offered by this prospectus have been sold and all conditions to the securities to be offered. This prospectus supplement omits some information contained in the registration statement in accordance with SEC rules and regulations. You should review the information and exhibits in the registration statement for further information on us and the securities consummation of such sales have been satisfied, except that we are offering. Statements not incorporating any information included in this prospectus supplement a Current Report on Form 8-K that has been or will be furnished (and not filed) with the accompanying prospectus concerning any document we filed as an exhibit to SEC, unless such information is expressly incorporated herein by a reference in a furnished Current Report on Form 8-K or other furnished document: • our Annual Report on Form 10-K for the registration statement or that we otherwise fiscal year ended February 26, 2022, filed with the SEC on April 21, 2022; • our Quarterly Reports on Form 10-Q for the quarters ended May 28, 2022, August 27, 2022 and November 26, 2022, filed with the SEC on June 29, 2022, September 30, 2022 and January 26, 2023, respectively; • portions of our Definitive Proxy Statement on Schedule 14A filed with the SEC on June 1, 2022 that are not intended to be comprehensive and are qualified incorporated by reference to these filingsinto Part III of our Annual Report on Form 10-K for the fiscal year ended February 26, 2022; • our Current Reports on Form 8-K filed with the SEC on February 17, 2022, March 25, 2022, May 27, 2022, June 29, 2022, July 15, 2022, August 31, 2022 (SEC Accession No. 0001193125-22-235268), August 31, 2022 (SEC Accession No. 0001193125-22-234603), September 1, 2022, September 6, 2022, October 18, 2022, October 26, 2022, October 28, 2022, November 2, 2022, November 9, 2022, November 14, 2022, November 16, 2022, November 17, 2022, November 21, 2022, December 6, 2022, December 20, 2022, December 23, 2022, January 5, 2023, January 19, 2023 and January 26, 2023 (in each case, other than information furnished under Items 2.02 and 7.01); and • the description of our common stock contained in our Registration Statement on Form 8-A (p) filed with the SEC on May 11, 1992, including any amendment or report filed with the SEC for the purpose of updating such description. You should review may request a copy of these filings at no cost, by writing or calling us at the complete document following address: 000 Xxxxxxx Xxxxxx, Xxxxx Xxx Xxxxxx 00000, telephone: (000) 000-0000, Attention: Investor Relations. Up to evaluate these statements.$300,000,000 Common Stock PROSPECTUS SUPPLEMENT

EXPERTS. The audited consolidated financial statements incorporated as of December 31, 2013 and 2012 and for each of the three years in this prospectus by reference to Exhibit 99.2 of Alibaba Group Holding Limited’s current report on Form 6-K dated February 2the period ended December 31, 2021 2013 and management’s assessment of the effectiveness of internal control over financial reporting (which is included in Management’s Annual Report on Internal Control over Financial Reporting) incorporated in this prospectus by reference to the Annual Report on Form 20-F as of Alibaba Group Holding Limited for the year ended March December 31, 2020 2013 included in the accompanying prospectus have been so incorporated included in reliance on the report (which contains an explanatory paragraph on the effectiveness of internal control over financial reporting due to the exclusion of certain elements of the internal control over financial reporting of the HQG, Inc. and its subsidiaries business the registrant acquired during the year ended March 31, 2020) of PricewaterhouseCoopersPricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting. The registered business address of PricewaterhouseCoopers is 00/X, Xxxxxx’x Xxxxxxxx, Xxxxxxx, Xxxx Xxxx. WHERE YOU CAN FIND MORE AVAILABLE INFORMATION ABOUT US We are currently subject to periodic reporting and other informational requirements of the Securities Exchange Act of 1934, as amended, or the U.S. Exchange Act, as applicable to foreign private issuers. Accordingly, we are required to file reports, including annual reports on Form 20-F, and other information with the SEC. All information have filed with the SEC can be obtained over the Internet at the SEC’s website at xxx.xxx.xxx. This prospectus supplement is part of a registration statement we filed on Form N-2, together with the SECall amendments and related exhibits, using a shelf registration process under the Securities Act, relating with respect to the our securities to be offered. This prospectus supplement omits some information contained in the registration statement in accordance with SEC rules and regulations. You should review the information and exhibits in the registration statement for further information on us and the securities we are offering. Statements in offered by this prospectus supplement and the accompanying prospectus. The registration statement contains additional information about us and our securities being offered by this prospectus concerning any document we filed supplement and the accompanying prospectus. We file annual, quarterly and current periodic reports, proxy statements and other information with the SEC under the Exchange Act. You may inspect and copy these reports, proxy statements and other information, as an exhibit to well as the registration statement or of which this prospectus supplement and accompanying prospectus form a part and the related exhibits and schedules, at the Public Reference Room of the SEC at 000 X Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000-0000. You may obtain information on the operation of the Public Reference Room by calling the SEC at 000-000-0000. The SEC maintains an Internet website that we otherwise contains reports, proxy and information statements and other information filed electronically by us with the SEC which are not intended available on the SEC’s Internet website at xxxx://xxx.xxx.xxx. Copies of these reports, proxy and information statements and other information may be obtained, after paying a duplicating fee, by electronic request at the following E-mail address: xxxxxxxxxx@xxx.xxx, or by writing the SEC’s Public Reference Section, Washington, D.C. 20549-0102. Table of Contents Up to be comprehensive and are qualified by reference to these filings. You should review the complete document to evaluate these statements.[—] Shares Common Stock PROSPECTUS SUPPLEMENT The date of this prospectus supplement is [—], 2014

EXPERTS. The audited consolidated financial statements incorporated in this prospectus by reference to Exhibit 99.2 of Alibaba Group Holding Limited’s current report on Form 6-K dated February 2Ernst & Young LLP, 2021 and management’s assessment of the effectiveness of internal control over financial reporting (which is included in Management’s Annual Report on Internal Control over Financial Reporting) incorporated in this prospectus by reference to the Annual Report on Form 20-F of Alibaba Group Holding Limited for the year ended March 31, 2020 have been so incorporated in reliance on the report (which contains an explanatory paragraph on the effectiveness of internal control over financial reporting due to the exclusion of certain elements of the internal control over financial reporting of the HQG, Inc. and its subsidiaries business the registrant acquired during the year ended March 31, 2020) of PricewaterhouseCoopers, an independent registered public accounting firm, has audited our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2021, as set forth in their report, which is incorporated by reference in this prospectus and elsewhere in the registration statement. Our consolidated financial statements are incorporated by reference in reliance on Ernst & Young LLP’s report, given on the their authority of said firm as experts in auditing accounting and accounting. The registered business address of PricewaterhouseCoopers is 00/X, Xxxxxx’x Xxxxxxxx, Xxxxxxx, Xxxx Xxxxauditing. WHERE YOU CAN FIND MORE ADDITIONAL INFORMATION ABOUT US We This prospectus is part of the registration statement on Form S-3 we filed with the SEC under the Securities Act and does not contain all the information set forth or incorporated by reference in the registration statement. Whenever a reference is made in this prospectus to any of our contracts, agreements or other documents, the reference may not be complete and you should refer to the exhibits that are currently a part of the registration statement or the exhibits to the reports or other documents incorporated by reference into this prospectus for a copy of such contract, agreement or other document. Because we are subject to periodic the information and reporting and other informational requirements of the Securities Exchange Act of 1934, as amended, or the U.S. Exchange Act, as applicable to foreign private issuers. Accordinglywe file annual, we are required to file quarterly and current reports, including annual reports on Form 20-F, proxy statements and other information with the SEC. All information filed with Our SEC filings are available to the SEC can be obtained public over the Internet at the SEC’s website at xxx.xxx.xxxxxxx://xxx.xxx.xxx. This prospectus supplement Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, including any amendments to those reports, and other information that we file with or furnish to the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act can also be accessed free of charge on our website. These filings will be available as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. Our website address is xxxx://xxx.xxxxxxxxxxxxxxxx.xxx. Information contained on or accessible through our website is not a part of a registration statement we filed with the SECthis prospectus and is not incorporated by reference herein, using a shelf registration process under the Securities Act, relating to the securities to be offered. This prospectus supplement omits some information contained in the registration statement in accordance with SEC rules and regulations. You should review the information and exhibits in the registration statement for further information on us and the securities we are offering. Statements inclusion of our website address in this prospectus supplement and the accompanying prospectus concerning any document we filed as is an exhibit to the registration statement or that we otherwise filed with the SEC are not intended to be comprehensive and are qualified by inactive textual reference to these filings. You should review the complete document to evaluate these statementsonly.

EXPERTS. The Ernst & Young LLP, independent registered public accounting firm, has audited the consolidated financial statements incorporated in this prospectus by reference to Exhibit 99.2 of Alibaba Group Holding Limited’s current report on Form 6-K dated February 2Millendo Therapeutics, 2021 and management’s assessment of the effectiveness of internal control over financial reporting (which is Inc. included in Management’s Annual Report on Internal Control over Financial Reporting) incorporated in this prospectus by reference to the its Annual Report on Form 2010-F of Alibaba Group Holding Limited K for the year ended March December 31, 2020, as set forth in their report, which is incorporated by reference in this prospectus supplement and elsewhere in the registration statement. These financial statements are incorporated by reference in reliance on Ernst & Young LLP’s report, given on their authority as experts in accounting and auditing. The financial statements of Tempestx, Inc. (formerly Tempest Therapeutics, Inc.) as of and for the years end December 31, 2020 and December 31, 2019, incorporated by reference in this Prospectus from Tempest Therapeutics, Inc.’s Current Report on Form 8-K filed on July 16, 2021, have been so incorporated in reliance on the report (which contains an explanatory paragraph on the effectiveness of internal control over financial reporting due to the exclusion of certain elements of the internal control over financial reporting of the HQG, Inc. and its subsidiaries business the registrant acquired during the year ended March 31, 2020) of PricewaterhouseCoopersaudited by Deloitte & Touche LLP, an independent registered public accounting firm, given as stated in their report which is incorporated by reference (which report expresses an unqualified opinion on the financial statements and includes an explanatory paragraph referring to substantial doubt regarding Tempestx, Inc.’s ability to continue as a going concern). Such financial statements have been so incorporated in reliance upon the report of such firm given upon their authority of said firm as experts in auditing accounting and accounting. The registered business address of PricewaterhouseCoopers is 00/X, Xxxxxx’x Xxxxxxxx, Xxxxxxx, Xxxx Xxxxauditing. WHERE YOU CAN FIND MORE INFORMATION ABOUT US We have filed with the SEC a registration statement on Form S-3 under the Securities Act with respect to the securities offered by this prospectus supplement and the accompanying prospectus. This prospectus supplement and the accompanying prospectus do not contain all of the information set forth in the registration statement, of which they are a part, and the exhibits to such registration statement. For further information with respect to us and our securities, we refer you to the registration statement and to the exhibits to such registration statement. Statements contained in this prospectus supplement and the accompanying prospectus as to the contents of any contract or other document referred to in, or incorporated by reference in, this prospectus supplement and the accompanying prospectus are not necessarily complete and, where that contract is an exhibit to the registration statement, each statement is qualified in all respects by the exhibit to which the reference relates. We are currently subject to the information and periodic reporting and other informational requirements of the Securities Exchange Act of 1934, as amended, or the U.S. Exchange Act, as applicable to foreign private issuers. Accordinglyand we file annual, we are required to file quarterly and current reports, including annual reports on Form 20-Fproxy statements, and other information with the SEC. All information filed with Our SEC filings are available to the SEC can be obtained public over the Internet at the SEC’s website at xxx.xxx.xxxxxx.xxx. This prospectus supplement is part Copies of a registration statement we certain information filed with the SEC, using a shelf registration process under the Securities Act, relating to the securities to be offered. This prospectus supplement omits some information contained in the registration statement in accordance with SEC rules and regulations. You should review the information and exhibits in the registration statement for further information on by us and the securities we are offering. Statements in this prospectus supplement and the accompanying prospectus concerning any document we filed as an exhibit to the registration statement or that we otherwise filed with the SEC are also available on our website at Xxxxxxxxx.xxx. Information contained in or accessible through our website is not intended to be comprehensive and are qualified incorporated by reference to these filings. You in this prospectus supplement, the accompanying prospectus or the registration statement of which they form a part, and you should review not consider it a part of this prospectus supplement, the complete document to evaluate these statementsaccompanying prospectus or the registration statement.

EXPERTS. The audited consolidated financial statements incorporated in this prospectus supplement by reference to Exhibit 99.2 of Alibaba Group Holding Limited’s current report on Form 6-K dated February 2from Torchlight Energy Resources, 2021 and management’s assessment of the effectiveness of internal control over financial reporting (which is included in ManagementInc.’s Annual Report on Internal Control over Financial Reporting) Form 10-K for the year ended December 31, 2020 have been audited by Xxxxxx & Xxxxxxx Co., our independent registered public accounting firm, as stated in its report included in such consolidated financial statements, and have been so incorporated in reliance upon the report of such firm given upon its authority as experts in accounting and auditing. The financial statements of Metamaterial, Inc. incorporated in this prospectus supplement by reference to the Annual Report on Form 20-F of Alibaba Group Holding Limited our Definitive Proxy Statement for the year ended March 312021 special meeting of stockholders on Schedule 14A, 2020 filed on May 7, 2021 have been so incorporated in reliance on the report (which contains an explanatory paragraph on the effectiveness reports of internal control over financial reporting due to the exclusion of certain elements of the internal control over financial reporting of the HQGKPMG LLP and Ernst & Young LLP, Inc. and its subsidiaries business the registrant acquired during the year ended March 31, 2020) of PricewaterhouseCoopers, an independent registered public accounting firmauditors, given on the authority of said firm firms as experts in auditing and accounting. The registered business address of PricewaterhouseCoopers is 00/X, Xxxxxx’x Xxxxxxxx, Xxxxxxx, Xxxx Xxxx. WHERE YOU CAN FIND MORE ADDITIONAL INFORMATION ABOUT US We are currently subject to periodic reporting and other informational requirements of the Securities Exchange Act of 1934, as amended, or the U.S. Exchange Act, as applicable to foreign private issuers. Accordingly, we are required to file reports, including annual reports on Form 20-F, and other information with the SEC. All information have filed with the SEC can be obtained over the Internet at the SEC’s website at xxx.xxx.xxx. This prospectus supplement is part of a registration statement we filed with the SEC, using a shelf registration process on Form S-3 under the Securities Act, relating to the securities to be offered. This prospectus supplement omits some information contained in the registration statement in accordance with SEC rules and regulations. You should review the information and exhibits in the registration statement for further information on us and the securities we are offering. Statements in of which this prospectus supplement and the accompanying prospectus concerning form a part. The rules and regulations of the SEC allow us to omit from this prospectus supplement certain information included in the registration statement. For further information about us and the securities we are offering under this prospectus supplement, you should refer to the registration statement and the exhibits and schedules filed with the registration statement. With respect to the statements contained in this prospectus supplement regarding the contents of any document we agreement or any other document, in each instance, the statement is qualified in all respects by the complete text of the agreement or document, a copy of which has been filed as an exhibit to the registration statement or that we otherwise filed statement. We file annual, quarterly and current reports, proxy statements and other documents with the SEC are electronically. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. You can access the electronic versions of these filings on the SEC’s website found at xxx.xxx.xxx. We make available free of charge on our website our annual, quarterly and current reports, including amendments to such reports, as soon as reasonably practicable after we electronically file such material with, or furnish such material to, the SEC. Please note, however, that we have not intended to be comprehensive and are qualified incorporated any other information by reference to these filings. You should review from our website, other than the complete document to evaluate these statementsdocuments listed under the heading “Incorporation of Certain Information by Reference” below.

EXPERTS. The audited consolidated financial statements incorporated of Brickell Biotech, Inc. appearing in this prospectus by reference to Exhibit 99.2 of Alibaba Group Holding Limited’s current report on Form 6-K dated February 2Brickell Biotech, 2021 and management’s assessment of the effectiveness of internal control over financial reporting (which is included in ManagementInc.’s Annual Report on Internal Control over Financial Reporting(Form 10-K) incorporated in this prospectus by reference to the Annual Report on Form 20-F of Alibaba Group Holding Limited for the year ended March December 31, 2020 2019, have been so incorporated in reliance on the report (which contains an explanatory paragraph on the effectiveness of internal control over financial reporting due to the exclusion of certain elements of the internal control over financial reporting of the HQGaudited by Xxxxx & Young LLP, Inc. and its subsidiaries business the registrant acquired during the year ended March 31, 2020) of PricewaterhouseCoopers, an independent registered public accounting firm, as set forth in their report thereon included therein, and incorporated herein by reference. Such financial statements are, and audited financial statements to be included in subsequently filed documents will be, incorporated herein in reliance upon the reports of Xxxxx & Young LLP pertaining to such financial statements (to the extent covered by consents filed with the Securities and Exchange Commission) given on the authority of said such firm as experts in auditing accounting and accounting. The registered business address of PricewaterhouseCoopers is 00/X, Xxxxxx’x Xxxxxxxx, Xxxxxxx, Xxxx Xxxxauditing. WHERE YOU CAN FIND MORE INFORMATION ABOUT US We are currently subject to periodic reporting and other informational requirements of the Securities Exchange Act of 1934, as amended, or the U.S. Exchange Act, as applicable to foreign private issuers. Accordingly, we are required to file reports, including annual reports on Form 20-F, and other information with the SEC. All information filed with the SEC can be obtained over the Internet at the SEC’s website at xxx.xxx.xxx. This prospectus supplement is and the accompanying prospectus are part of a registration statement we filed with the SEC, using a shelf registration process under the Securities Act, relating to the securities to be offered. This prospectus supplement omits some and the accompanying prospectus do not contain all of the information contained set forth in the registration statement in accordance with SEC rules and regulations. You should review the information and exhibits in to the registration statement for statement. For further information on with respect to us and the securities we are offeringoffering under this prospectus supplement and the accompanying prospectus, we refer you to the registration statement and the exhibits and schedules filed as a part of the registration statement. Statements You should rely only on the information contained in this prospectus supplement and the accompanying prospectus concerning or incorporated by reference in prospectus supplement and the accompanying prospectus. We have not authorized anyone else to provide you with different information. We are not making an offer of these securities in any document we filed state where the offer is not permitted. You should not assume that the information in this prospectus supplement is accurate as an exhibit of any date other than the date on the front page of this prospectus supplement, regardless of the time of delivery of this prospectus supplement or any sale of the securities offered by this prospectus supplement. We file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are available to the registration statement or that we otherwise public from commercial document retrieval services and over the Internet at the SEC’s website at xxxx://xxx.xxx.xxx. Copies of certain information filed by us with the SEC are also available on our website at xxx.xxxxxxxxxxx.xxx. Information contained in or accessible through our website does not intended to be comprehensive constitute a part of this prospectus supplement or the accompanying prospectus and are qualified is not incorporated by reference to these filings. You should review in this prospectus supplement or the complete document to evaluate these statementsaccompanying prospectus.

EXPERTS. The audited consolidated financial statements incorporated in this prospectus by reference to Exhibit 99.2 of Alibaba Group Holding Limited’s current report on Form 6-K dated February 2Xxxxx Life Sciences, 2021 and management’s assessment Inc. as of the effectiveness of internal control over financial reporting (which is included in Management’s Annual Report on Internal Control over Financial Reporting) incorporated in this prospectus by reference to the Annual Report on Form 20-F of Alibaba Group Holding Limited for the year ended March December 31, 2020 have been so incorporated in reliance on the report (which contains an explanatory paragraph on the effectiveness of internal control over financial reporting due to the exclusion of certain elements and 2019, and for each of the internal control over financial reporting of years in the HQG, Inc. and its subsidiaries business the registrant acquired during the three-year period ended March December 31, 2020) , have been incorporated by reference herein and in the registration statement in reliance upon the report of PricewaterhouseCoopersKPMG LLP, an independent registered public accounting firm, given on incorporated by reference herein, and upon the authority of said firm as experts in auditing accounting and accountingauditing. The registered business address audit report covering the December 31, 2020 consolidated financial statements refers to a change in the method of PricewaterhouseCoopers is 00/Xaccounting for leases as of January 1, Xxxxxx’x Xxxxxxxx2019 due to the adoption of FASB Accounting Standards Update 2016-02, Xxxxxxx, Xxxx XxxxLeases (Topic 842). WHERE YOU CAN FIND MORE INFORMATION ABOUT US We are currently subject to periodic reporting and other informational requirements of the Securities Exchange Act of 1934, as amended, or the U.S. Exchange Act, as applicable to foreign private issuers. Accordingly, we are required to file reports, including annual reports on Form 20-F, and other information with the SEC. All information filed with the SEC can be obtained over the Internet at the SEC’s website at xxx.xxx.xxx. This prospectus supplement is part of a registration statement we filed with the SEC, using a shelf registration process under SEC and does not contain all of the Securities Act, relating to the securities to be offered. This prospectus supplement omits some information contained set forth in the registration statement in accordance with SEC rules and regulations. You should review the information and exhibits in to the registration statement for statement. For further information on with respect to us and the securities we are offeringoffering under this prospectus supplement and the accompanying prospectus, we refer you to the registration statement and the exhibits and schedules filed as a part of the registration statement. Statements You should rely only on the information contained in this prospectus supplement and the accompanying prospectus concerning any document we filed as an exhibit or incorporated by reference herein or therein. We have not authorized anyone else to the registration statement or that we otherwise filed provide you with the SEC different information. We are not intended to be comprehensive and are qualified by reference to making an offer of these filingssecurities in any state where the offer is not permitted. You should review not assume that the complete document information in this prospectus supplement is accurate as of any date other than the date on the front page of this prospectus supplement, regardless of the time of delivery of this prospectus supplement or any sale of the securities offered by this prospectus supplement. We file annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains a website that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC, including Xxxxx. The address of the SEC website is xxx.xxx.xxx. We maintain a website at xxx.xxxxxxxx.xxx. Information contained in or accessible through our website does not constitute a part of this prospectus supplement or the accompanying prospectus and will not be deemed to evaluate these statementsbe incorporated by reference.

EXPERTS. The audited consolidated financial statements incorporated in this prospectus by reference to Exhibit 99.2 of Alibaba Group Holding Limited’s current report on Form 6-K dated February 2Ernst & Young LLP, 2021 and management’s assessment of the effectiveness of internal control over financial reporting (which is included in Management’s Annual Report on Internal Control over Financial Reporting) incorporated in this prospectus by reference to the Annual Report on Form 20-F of Alibaba Group Holding Limited for the year ended March 31, 2020 have been so incorporated in reliance on the report (which contains an explanatory paragraph on the effectiveness of internal control over financial reporting due to the exclusion of certain elements of the internal control over financial reporting of the HQG, Inc. and its subsidiaries business the registrant acquired during the year ended March 31, 2020) of PricewaterhouseCoopers, an independent registered public accounting firm, has audited our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2021, as set forth in their report, which is incorporated by reference in this prospectus supplement and elsewhere in the registration statement. Our consolidated financial statements are incorporated by reference in reliance on Ernst & Young LLP’s report, given on the their authority of said firm as experts in auditing accounting and accounting. The registered business address of PricewaterhouseCoopers is 00/X, Xxxxxx’x Xxxxxxxx, Xxxxxxx, Xxxx Xxxxauditing. WHERE YOU CAN FIND MORE INFORMATION ABOUT US We This prospectus supplement is part of the registration statement on Form S-3 we filed with the SEC under the Securities Act and does not contain all the information set forth or incorporated by reference in the registration statement. Whenever a reference is made in this prospectus supplement to any of our contracts, agreements or other documents, the reference may not be complete and you should refer to the exhibits that are currently a part of the registration statement or the exhibits to the reports or other documents incorporated by reference into this prospectus supplement for a copy of such contract, agreement or other document. Because we are subject to periodic the information and reporting and other informational requirements of the Securities Exchange Act of 1934, as amended, or the U.S. Exchange Act, as applicable to foreign private issuers. Accordinglywe file annual, we are required to file quarterly and current reports, including annual reports on Form 20-F, proxy statements and other information with the SEC. All information filed with Our SEC filings are available to the SEC can be obtained public over the Internet at the SEC’s website at xxx.xxx.xxxxxxx://xxx.xxx.xxx. This Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, including any amendments to those reports, and other information that we file with or furnish to the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act can also be accessed free of charge on our website. These filings will be available as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. Our website address is xxxx://xxx.xxxxxxxxxxxxxxxx.xxx. Information contained on or accessible through our website is not a part of this prospectus supplement and is part of a registration statement we filed with the SECnot incorporated by reference herein, using a shelf registration process under the Securities Act, relating to the securities to be offered. This prospectus supplement omits some information contained in the registration statement in accordance with SEC rules and regulations. You should review the information and exhibits in the registration statement for further information on us and the securities we are offering. Statements inclusion of our website address in this prospectus supplement and the accompanying prospectus concerning any document we filed as is an exhibit to the registration statement or that we otherwise filed with the SEC are not intended to be comprehensive and are qualified by inactive textual reference to these filings. You should review the complete document to evaluate these statementsonly.

EXPERTS. The audited consolidated financial statements of Plug Power Inc. and subsidiaries as of December 31, 2022, and for the year then ended, incorporated by reference in this prospectus by reference to Exhibit 99.2 of Alibaba Group Holding Limited’s current report on Form 6-K dated February 2Prospectus Supplement, 2021 and management’s assessment of the effectiveness of the Company’s internal control over financial reporting (which is included in Management’s Annual Report on Internal Control over Financial Reporting) incorporated in this prospectus by reference to the Annual Report on Form 20-F of Alibaba Group Holding Limited for the year ended March 31, 2020 have been so incorporated in reliance on the report (which contains an explanatory paragraph on the effectiveness of internal control over financial reporting due to the exclusion of certain elements of the internal control over financial reporting of the HQG, Inc. and its subsidiaries business the registrant acquired during the year ended March 31, 2020) of PricewaterhouseCoopersaudited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their reports which express an unqualified opinion on the financial statements and an adverse opinion on the effectiveness of the Company’s internal control over financial reporting. Such financial statements are incorporated by reference in reliance upon the reports of such firm given on their authority as experts in accounting and auditing. The consolidated financial statements of Plug Power Inc. and subsidiaries as of December 31, 2021, and for each of the years in the two-year period ended December 31, 2021, have been incorporated by reference herein in reliance upon the report of KPMG LLP, independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in auditing accounting and accounting. The registered business address of PricewaterhouseCoopers is 00/X, Xxxxxx’x Xxxxxxxx, Xxxxxxx, Xxxx Xxxxauditing. WHERE YOU CAN FIND MORE INFORMATION ABOUT US We have filed with the SEC a registration statement on Form S-3 (File No. 333-265488) under the Securities Act, of which this prospectus supplement and the accompanying prospectus form a part. The rules and regulations of the SEC allow us to omit from this prospectus supplement certain information included in the registration statement. For further information about us and the securities we are currently offering under this prospectus supplement, you should refer to the registration statement and the exhibits and schedules filed with the registration statement. With respect to the statements contained in this prospectus supplement regarding the contents of any agreement or any other document, in each instance, the statement is qualified in all respects by the complete text of the agreement or document, a copy of which has been filed as an exhibit to the registration statement. Because we are subject to periodic the information and reporting and other informational requirements of the Securities Exchange Act of 1934, as amended, or the U.S. Exchange Act, as applicable to foreign private issuers. Accordinglywe file annual, we are required to file quarterly and current reports, including annual reports on Form 20-F, proxy statements and other information with the SEC. All information filed with Our SEC filings are available to the SEC can be obtained public over the Internet at the SEC’s website at xxx.xxx.xxx. This prospectus supplement is part We make available free of a registration statement charge on our website our annual, quarterly and current reports, proxy statements and other information, including amendments thereto, as soon as reasonably practicable after we filed with electronically file such material with, or furnish such material to, the SEC. Please note, using a shelf registration process however, that we have not incorporated any other information by reference from our website, other than the documents listed under the Securities Act, relating to the securities to be offered. This prospectus supplement omits some information contained in the registration statement in accordance with SEC rules and regulations. You should review the information and exhibits in the registration statement for further information heading “Incorporation of Certain Information by Reference” on us and the securities we are offering. Statements in page S-16 of this prospectus supplement and supplement. In addition, you may request copies of these filings at no cost by writing or telephoning us at the accompanying prospectus concerning any document we filed as an exhibit to the registration statement following address or that we otherwise filed with the SEC are not intended to be comprehensive and are qualified by reference to these filings. You should review the complete document to evaluate these statements.telephone number: Plug Power Inc. 000 Xxxxxx Xxxx Latham, New York 12110 Attention: General Counsel Telephone: (000) 000-0000

EXPERTS. The audited consolidated financial statements of MTBC, Inc. (now known as CareCloud, Inc.) incorporated by reference in this prospectus by reference to Exhibit 99.2 of Alibaba Group Holding Limited’s current report on Form 6-K dated February 2, 2021 and management’s assessment of the effectiveness of internal control over financial reporting (which is included in Management’s Annual Report on Internal Control over Financial Reporting) incorporated in this prospectus by reference to the Annual Report on Form 20-F of Alibaba Group Holding Limited for the year ended March 31, 2020 have been so incorporated by reference in reliance on upon the report of Xxxxx Xxxxxxxx LLP, independent registered public accountants, upon the authority of said firm as experts in accounting and auditing. The audited financial statements of CareCloud Health, Inc., fka CareCloud Corporation (which contains an explanatory paragraph on a company we purchased in January 2020 and whose name we took) have been incorporated by reference into this prospectus in reliance upon the effectiveness report of internal control over financial reporting due to the exclusion of certain elements of the internal control over financial reporting of the HQGWojeski & Company CPAs, Inc. and its subsidiaries business the registrant acquired during the year ended March 31, 2020) of PricewaterhouseCoopersP.C., an independent registered public accounting firm, given on upon the authority of said firm as experts in auditing accounting and accountingauditing. The audited combined financial statements of Meridian Billing Management and Origin Holdings, Inc. have been incorporated by reference into this prospectus in reliance upon the report of Xxxxxxxx & Xxxxxxxx CPAs, P.C., an independent registered business address public accounting firm, upon the authority of PricewaterhouseCoopers is 00/X, Xxxxxx’x Xxxxxxxx, Xxxxxxx, Xxxx Xxxxsaid firm as experts in accounting and auditing. WHERE YOU CAN FIND MORE INFORMATION ABOUT US This prospectus supplement constitutes a part of a registration statement on Form S-3 filed by us with the SEC under the Securities Act with respect to the Series B Preferred Stock offered by this prospectus supplement. This prospectus supplement does not contain all of the information included in the registration statement and accompanying exhibits. This prospectus contains descriptions of certain agreements or documents that are exhibits to the registration statement. The statements as to the contents of such exhibits, however, are brief descriptions and are not necessarily complete, and each statement is qualified in all respects by reference to such agreement or document. We are currently subject to periodic reporting file annual, quarterly and other informational requirements of the Securities Exchange Act of 1934, as amended, or the U.S. Exchange Act, as applicable to foreign private issuers. Accordingly, we are required to file reports, including annual reports on Form 20-F, proxy statements and other information with the SEC. All The SEC maintains a website that contains reports, proxy and information filed with the SEC can be obtained over the Internet at the SEC’s website at xxx.xxx.xxx. This prospectus supplement is part of a statements, registration statement we filed statements and other information regarding issuers that file electronically with the SEC, using a shelf registration process under including our filings with the Securities ActSEC. The SEC website address is at xxx.xxx.xxx. We make available free of charge through our website our Annual Reports on Form 10-K, relating Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, Proxy Statement on Schedule 14A and all amendments to those reports as soon as reasonably practicable after such material is electronically filed with or furnished to the securities to be offeredSEC. This prospectus supplement omits some Our website address is xxx.xxxxxxxxx.xxx. Please note that our website address is provided as an inactive textual reference only. Information contained on or accessible through our website is not part of this prospectus, and is therefore not incorporated by reference unless such information contained in the registration statement in accordance with SEC rules and regulations. You should review the information and exhibits in the registration statement for further information on us and the securities we are offering. Statements is otherwise specifically referenced elsewhere in this prospectus supplement and the accompanying prospectus concerning any document we filed as an exhibit to the registration statement or that we otherwise filed with the SEC are not intended to be comprehensive and are qualified by reference to these filings. You should review the complete document to evaluate these statementsprospectus.

EXPERTS. The audited consolidated financial balance sheet of Xxxxx Energy, Inc. as of March 31, 2016 and the related consolidated statements incorporated in this prospectus by reference to Exhibit 99.2 of Alibaba Group Holding Limited’s current report on Form 6-K dated February 2operations, 2021 stockholders’ equity, and management’s assessment of the effectiveness of internal control over financial reporting (which is included in Management’s Annual Report on Internal Control over Financial Reporting) incorporated in this prospectus by reference to the Annual Report on Form 20-F of Alibaba Group Holding Limited cash flows for the year ended March 31, 2020 have been so incorporated 2016, appearing in reliance on the report Xxxxx Energy Inc.’s Annual Report (which contains an explanatory paragraph on the effectiveness of internal control over financial reporting due to the exclusion of certain elements of the internal control over financial reporting of the HQG, Inc. and its subsidiaries business the registrant acquired during Form 10-K) for the year ended March 31, 2020) of PricewaterhouseCoopers2016 have been audited by GBH CPAs, an PC, independent registered public accounting firm, as set forth in their report thereon, and incorporated herein by reference. The consolidated balance sheet of Xxxxx Energy, Inc. as of March 31, 2015 and the related consolidated statements of operations, stockholders’ equity, and cash flows for the year ended March 31, 2015, appearing in Xxxxx Energy Inc.’s Annual Report (Form 10-K) for the year ended March 31, 2016 have been audited by Xxxx & Associates LLP, independent registered public accounting firm, as set forth in their report thereon, and incorporated herein by reference. The financial statements of revenues and direct operating expenses of the oil and gas properties acquired from Segundo Resources, LLC (the seller representative for various Sellers) for the years ended March 31, 2016 and 2015 appearing in Xxxxx Energy Inc.’s Current Report on Form 8-K/A (Amendment No. 1) for an event dated August 25, 2016 have been audited by GBH CPAs, PC, independent registered public accounting firm, as set forth in their report thereon, and incorporated herein by reference. Such financial statements and consolidated financial statements are incorporated herein by reference in reliance upon such reports given on the authority of said firm such firms as experts in auditing accounting and accountingauditing. The registered business address Certain estimates of PricewaterhouseCoopers is 00/Xproved oil reserves for us that are incorporated herein by reference were based upon engineering reports prepared by Xxxxx X. Xxxxx Associates, Xxxxxx’x XxxxxxxxLLC, Xxxxxxx, Xxxx Xxxxindependent oil and gas consultants. These estimates are included and incorporated herein in reliance on the authority of such firm as an expert in such matters. WHERE YOU CAN FIND MORE INFORMATION ABOUT US We are currently subject to periodic reporting file annual, quarterly, and other informational requirements of the Securities Exchange Act of 1934, as amended, or the U.S. Exchange Act, as applicable to foreign private issuers. Accordingly, we are required to file current reports, including annual reports on Form 20-F, proxy statements and other information with the SEC. All information filed with Our SEC filings are available to the SEC can be obtained public over the Internet at the SEC’s web site at xxx.xxx.xxx and on the investor relations page of our website at xxx.xxx.xxxxxx.xxxxxxxxxxx.xxx. This prospectus supplement Information on our web site is not part of a registration statement this prospectus. You may also read and copy any document we filed file with the SECSEC at its public reference facilities at 000 X Xxxxxx X.X., using Xxxxxxxxxx, X.X. 00000. You can also obtain copies of the documents upon the payment of a shelf registration process under the Securities Act, relating duplicating fee to the securities to be offeredSEC. This prospectus supplement omits some information contained in Please call the registration statement in accordance with SEC rules and regulations. You should review the information and exhibits in the registration statement at 0-000-XXX-0000 for further information on us and the securities we are offering. Statements in this prospectus supplement and operation of the accompanying prospectus concerning any document we filed as an exhibit to the registration statement or that we otherwise filed with the SEC are not intended to be comprehensive and are qualified by public reference to these filings. You should review the complete document to evaluate these statementsfacilities.

EXPERTS. The audited consolidated financial statements incorporated in this prospectus by reference to Exhibit 99.2 of Alibaba Group Holding Limited’s current report on Form 6-K dated February 2, 2021 and management’s assessment of the effectiveness of internal control over financial reporting (which is included in Management’s Annual Report on Internal Control over Financial Reporting) incorporated in this prospectus by reference to the Annual Report on Form 2010-F of Alibaba Group Holding Limited K for the year ended March December 31, 2020 2018 have been so incorporated in reliance on the report (which contains an explanatory paragraph on the effectiveness of internal control over financial reporting due relating to the exclusion of certain elements of Company’s requirement for additional financing to fund future operations as described in Note 1 to the internal control over financial reporting of the HQG, Inc. and its subsidiaries business the registrant acquired during the year ended March 31, 2020statements) of PricewaterhouseCoopersPricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting. The registered business address of PricewaterhouseCoopers is 00/X, Xxxxxx’x Xxxxxxxx, Xxxxxxx, Xxxx Xxxx. WHERE YOU CAN FIND MORE INFORMATION ABOUT US We are currently subject to periodic reporting and other informational requirements of the Securities Exchange Act of 1934, as amended, or the U.S. Exchange Act, as applicable to foreign private issuers. Accordingly, we are required to file reports, including annual reports on Form 20-F, and other information with the SEC. All information filed with the SEC can be obtained over the Internet at the SEC’s website at xxx.xxx.xxx. This prospectus supplement is part of a registration statement we filed with the SEC, using a shelf registration process under the Securities Act, relating to the securities to be offered. This prospectus supplement omits some does not contain all of the information contained set forth in the registration statement in accordance with SEC rules and regulations. You should review the information and exhibits in to the registration statement for statement. For further information on with respect to us and the securities we are offering. Statements in offering under this prospectus supplement and the accompanying prospectus concerning any document prospectus, we filed as an exhibit refer you to the registration statement or that we otherwise and the exhibits and schedules filed with as a part of the SEC are not intended to be comprehensive and are qualified by reference to these filingsregistration statement. You should review rely only on the complete document information contained in this prospectus or incorporated by reference. We have not authorized anyone else to evaluate provide you with different information. We are not making an offer of these statementssecurities in any state where the offer is not permitted. You should not assume that the information in this prospectus is accurate as of any date other than the date on the front page of this prospectus, regardless of the time of delivery of this prospectus or any sale of the securities offered by this prospectus. We file annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains a website that contains reports, proxy statements and other information regarding issuers that file electronically with the SEC, including Surface Oncology, Inc. The address of the SEC website is xxx.xxx.xxx. We maintain a website at xxx.xxxxxxxxxxxxxxx.xxx. Information contained in or accessible through our website does not constitute a part of this prospectus.

EXPERTS. The audited consolidated financial statements incorporated in this prospectus by reference to Exhibit 99.2 of Alibaba Group Holding Limited’s current report on Form 6-K dated February 2, 2021 and management’s assessment of the effectiveness of internal control over financial reporting (which is included in Management’s Annual Report on Internal Control over Financial Reporting) incorporated in this prospectus supplement by reference to the Annual Report on Form 20-F of Alibaba Group Holding Limited for the year ended March December 31, 2020 have been so incorporated in reliance on the report (which contains an explanatory paragraph on the effectiveness of internal control over financial reporting due relating to the exclusion of certain elements of Company’s ability to continue as a going concern as described in note 1b to the internal control over financial reporting of the HQG, Inc. and its subsidiaries business the registrant acquired during the year ended March 31, 2020statements) of PricewaterhouseCoopersXxxxxxxxx & Xxxxxxxxx, Certified Public Accountants (Isr.), a member firm of PricewaterhouseCoopers International Limited, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting. The registered business address of PricewaterhouseCoopers is 00/X, Xxxxxx’x Xxxxxxxx, Xxxxxxx, Xxxx Xxxx. WHERE YOU CAN FIND MORE INFORMATION ABOUT US We are currently subject to periodic reporting and other informational requirements of the Securities Exchange Act of 1934, as amended, or the U.S. Exchange Act, as applicable to foreign private issuers. Accordingly, we are required to file reports, including annual reports on Form 20-F, and other information with the SEC. All information have filed with the U.S. Securities and Exchange Commission a registration statement (including amendments and exhibits to the registration statement) on Form F-3 under the Securities Act. Our SEC can be obtained filings are available to the public over the Internet at the SEC’s website at xxx.xxx.xxxxxxx://xxx.xxx.xxx. Copies of certain information filed by us with the SEC are also available on our website at xxxx://xxx.xxxxxxxxx.xxx. Our website is not a part of this prospectus supplement and is not incorporated by reference in this prospectus supplement. This prospectus supplement is part of a registration statement we filed with the SEC, using a shelf registration process under the Securities Act, relating to the securities to be offered. This prospectus supplement omits some information contained in the registration statement in accordance with SEC rules and regulations. You should review the information and exhibits in the registration statement for further information on us and our consolidated subsidiaries and the securities we are offering. Statements in this prospectus supplement and the accompanying prospectus concerning any document we filed as an exhibit to the registration statement or that we otherwise filed with the SEC are not intended to be comprehensive and are qualified by reference to these filings. You should review the complete document to evaluate these statements.

EXPERTS. The audited consolidated financial statements for the fiscal years ended December 31, 2018 and 2017 incorporated in by reference into this prospectus by reference to Exhibit 99.2 of Alibaba Group Holding Limited’s current report on Form 6-K dated February 2, 2021 and management’s assessment of the effectiveness of internal control over financial reporting (which is included in Management’s Annual Report on Internal Control over Financial Reporting) incorporated in this prospectus by reference to the Annual Report on Form 20-F of Alibaba Group Holding Limited for the year ended March 31, 2020 have been so incorporated in reliance on the report (which contains an explanatory paragraph on the effectiveness of internal control over financial reporting due to the exclusion of certain elements of the internal control over financial reporting of the HQGXxxxxxx & Xxxx, Inc. and its subsidiaries business the registrant acquired during the year ended March 31, 2020) of PricewaterhouseCoopersP.A., an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting. The registered business address of PricewaterhouseCoopers is 00/X, Xxxxxx’x Xxxxxxxx, Xxxxxxx, Xxxx Xxxx. WHERE YOU CAN FIND MORE INFORMATION ABOUT US We are currently subject to periodic reporting and other the informational requirements of the Securities Exchange Act of 1934, as amended, or the U.S. Exchange Actand in accordance therewith file annual, as applicable to foreign private issuers. Accordingly, we are required to file quarterly and current reports, including annual reports on Form 20-F, proxy statements and other information with the SECSecurities and Exchange Commission. All The Securities and Exchange Commission maintains a website that contains reports, proxy and information statements and other information regarding registrants that file electronically with the Securities and Exchange Commission. The address of the Securities and Exchange Commission’s website is xxx.xxx.xxx. We make available free of charge on or through our website at xxx.xxxxxxxxxx.xxx, our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, as soon as reasonably practicable after we electronically file such material with or otherwise furnish it to the Securities and Exchange Commission. We have filed with the SEC can be obtained over the Internet at the SEC’s website at xxx.xxx.xxx. This prospectus supplement is part of Securities and Exchange Commission a registration statement we filed with the SEC, using a shelf registration process under the Securities ActAct of 1933, as amended, relating to the securities to be offeredoffering of these securities. The registration statement, including the attached exhibits, contains additional relevant information about us and the securities. This prospectus supplement omits some does not contain all of the information contained set forth in the registration statement in accordance with SEC rules and regulationsstatement. You should review the information and exhibits in can obtain a copy of the registration statement for further free at xxx.xxx.xxx. The registration statement and the documents referred to below under “Incorporation of Certain Information By Reference” are also available on our website, xxx.xxxxxxxxxx.xxx. We have not incorporated by reference into this prospectus the information on us our website, and the securities we are offering. Statements in this prospectus supplement and the accompanying prospectus concerning any document we filed as an exhibit to the registration statement or that we otherwise filed with the SEC are you should not intended consider it to be comprehensive and are qualified by reference to these filings. You should review the complete document to evaluate these statementsa part of this prospectus.

EXPERTS. The audited consolidated financial statements incorporated in this prospectus by reference to Exhibit 99.2 of Alibaba Group Holding Limited’s current report on Form 6-K dated February 2, 2021 and management’s assessment of the effectiveness of internal control over financial reporting (which is included in Management’s Annual Report on Internal Control over Financial Reporting) incorporated in this prospectus by reference to the Annual Report on Form 2010-F of Alibaba Group Holding Limited K for the year ended March December 31, 2020 2021 have been so incorporated in reliance on the report (which contains an explanatory paragraph on the effectiveness of internal control over financial reporting due to the exclusion of certain elements of the internal control over financial reporting of the HQG, Inc. and its subsidiaries business the registrant acquired during the year ended March 31, 2020) of PricewaterhouseCoopersPricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting. The registered business address of PricewaterhouseCoopers is 00/X, Xxxxxx’x Xxxxxxxx, Xxxxxxx, Xxxx Xxxx. WHERE YOU CAN FIND MORE INFORMATION ABOUT US We are currently subject to periodic reporting and other informational requirements of the Securities Exchange Act of 1934, as amended, or the U.S. Exchange Act, as applicable to foreign private issuers. Accordingly, we are required to file reports, including annual reports on Form 20-F, and other information with the SEC. All information have filed with the SEC a registration statement on Form S-3 under the Securities Act with respect to the securities being offered by this prospectus. This prospectus, which constitutes part of the registration statement, does not contain all of the information in the registration statement and its exhibits. For further information with respect to us and our securities offered by this prospectus, we refer you to the registration statement and its exhibits. Statements contained in this prospectus as to the contents of any contract or any other document referred to are not necessarily complete, and in each instance, we refer you to the copy of the contract or other document filed as an exhibit to the registration statement. Each of these statements is qualified in all respects by this reference. You can be obtained read our SEC filings, including the registration statement, over the Internet internet at the SEC’s website at xxx.xxx.xxx. This We are subject to the information reporting requirements of the Exchange Act, and we file reports, proxy statements and other information with the SEC. These reports, proxy statements and other information are available for review at the SEC’s website at xxx.xxx.xxx. We also maintain a website at xxx.xxxxxxxx.xxx, at which you may access these materials free of charge as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC. Humacyte’s website and the information contained on, or that can be accessed through, such website are not deemed to be incorporated by reference in, and are not considered part of, this prospectus. The SEC allows us to “incorporate by reference” into this prospectus supplement is part of a registration statement the information in documents we filed file with the SEC, using a shelf registration process under the Securities Act, relating which means that we can disclose important information to the securities you by referring you to those documents. The information incorporated by reference is considered to be offereda part of this prospectus and should be read with the same care. This 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 into this prospectus supplement omits some is considered to be automatically updated and superseded. In other words, in all cases, if you are considering whether to rely on information contained in this prospectus or information incorporated by reference into this prospectus, you should rely on the information contained in the registration statement in accordance with SEC rules and regulationsdocument that was filed later. You should review We incorporate by reference (other than any information furnished to, rather than filed with, the information and exhibits in SEC, unless expressly stated otherwise therein) the registration statement documents listed below (File No. 001-39532 unless otherwise stated), which are considered to be a part of this prospectus: • our Annual Report on Form 10-K for further information on us and the securities we are offering. Statements in this prospectus supplement and the accompanying prospectus concerning any document we filed as an exhibit to the registration statement or that we otherwise year ended December 31, 2021, filed with the SEC are not intended on March 29, 2022 (including the portions of our Definitive Proxy Statement on Schedule 14A, filed with the SEC on April 29, 2022, incorporated by reference therein); • our Quarterly Reports on Form 10-Q for the quarter ended March 31, 2022, filed May 13, 2022 and for the quarter ended June 30, 2022, filed August 12, 2022; • Our Current Report on Form 8-K (other than any items, exhibits or portions thereof furnished to, rather than field with, the SEC) filed with the SEC on June 13, 2022; and • the description of our common stock contained in Exhibit 4.6 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed with the SEC on March 29, 2022. All reports and other documents we subsequently file with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act until our offering is completed, including all such reports and other documents filed with the SEC after the date of the initial filing of the registration statement of which this prospectus forms a part and prior to the effectiveness of such registration statement, will also be incorporated by reference into this prospectus and deemed to be comprehensive and are qualified part hereof (other than any information furnished to, rather than filed with, the SEC, unless expressly stated otherwise therein). The information contained in any such filing will be deemed to be a part of this prospectus commencing on the date on which the document is filed. Any documents incorporated by reference into this prospectus are available without charge to these filingsyou, upon written request by contacting our Investor Relations department at Investor Relations, Humacyte, Inc., 0000 Xxxx Xxxxx Xxxxxxxx Xxxxxxx 00, Xxxxxx, Xxxxx Xxxxxxxx 00000. You should review the complete document PROSPECTUS Up to evaluate these statements.$80,000,000 Common Stock