CarParts.com Inc美股招股说明书(2026-03-10版)

32,458,060 Shares of Common Stock Offered by the Selling Stockholders This prospectus relates to the offer and resale by the selling stockholders identified in this prospectus or theirrespective donees, pledgees, assignees, transferees, distributees or other successors-in-interest (the “SellingStockholders”) of up to an aggregate of 32,458,060 shares of our common stock, par value $0.001 per share (the“commonstock”)consisting of(i)10,319,727 shares of our common stock(the“PIPE Shares”)and(ii)22,138,333 shares of our common stock (the “Conversion Shares”) issuable upon the conversion ofconvertible notes held by certain of the Selling Stockholders (the “Convertible Notes”), including estimatedaccrued interest. The PIPE Shares and Convertible Notes were issued to the Selling Stockholders in a privateplacement (the “Private Placement”) pursuant to a securities purchase agreement dated September8, 2025. ThePIPE Shares and Conversion Shares are collectively referred to as the “Shares.” We are not selling any shares of common stock under this prospectus and will not receive any proceeds from thesale by any Selling Stockholders of the Shares. Sales of the Shares by the Selling Stockholders may occur at fixedprices, at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiatedprices. The Selling Stockholders may sell Shares from time to time to or through underwriters, broker-dealers oragents, who may receive compensation in the form of discounts, concessions or commissions from the SellingStockholders, the purchasers of the Shares, or both. We are paying the cost of registering the shares of common stock covered by this prospectus as well as variousrelated expenses. The Selling Stockholders are responsible for all broker or similar commissions related to theoffer and sale of its Shares. See the section titled “Plan of Distribution” on page13for more information abouthow the Selling Stockholders may sell or dispose of their Shares. Our common stock is listed on the Nasdaq Capital Market under the trading symbol “PRTS.” On January 13,2026, the last reported sale price of our common stock was $0.5535 per share. We are a “smaller reporting company” as defined under the federal securities laws and, as such, have elected tocomply with certain reduced public company reporting requirements for this prospectus and the documentsincorporated by reference herein and may elect to comply with reduced public company reporting requirementsin future filings. Investing in our securities involves a high degree of risk. You should review carefully the risks anduncertainties described under the section titled “Risk Factors” on page6of this prospectus and any similarsection contained in any amendment or supplement to this prospectus or in any filing with the Securitiesand Exchange Commission that is incorporated by reference into this prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved ordisapproved of these securities or determined if this prospectus is truthful or complete. Any representationto the contrary is a criminal offense. TABLE OF CONTENTS ABOUT THIS PROSPECTUS1PROSPECTUS SUMMARY2THE OFFERING4SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS5RISK FACTORS6USE OF PROCEEDS7SELLING STOCKHOLDER10PLAN OF DISTRIBUTION13LEGAL MATTERS15EXPERTS15WHERE YOU CAN FIND ADDITIONAL INFORMATION15INCORPORATION OF CERTAIN INFORMATION BY REFERENCE16 TABLE OF CONTENTS ABOUT THIS PROSPECTUS This prospectus is part of a registration statement on FormS-3 that we filed with the Securities and ExchangeCommission (“SEC”). Under this registration statement, the Selling Stockholders may sell from time to time in oneor more offerings the common stock described in this prospectus. We will not receive any proceeds from the sale ofshares of common stock by the Selling Stockholders pursuant to this prospectus. This prospectus may be supplemented from time to time by one or more prospectus supplements. Such prospectussupplements may also add, update or change information contained in this prospectus. If there is any inconsistencybetween the information in this prospectus and the applicable prospectus supplement, you must rely on theinformation in the prospectus supplement. You should carefully read both this prospectus and any applicableprospectus supplement together with additional information described under the heading “Where You Can FindAdditional Information” and “Incorporation of Certain Information by Reference” before deciding to invest in theShares being offered. We and the Selling Stockholders have not authorized anyone to provide you with information other than theinformation that we have provided or incorporated by reference in this prospectus and your reliance on anyunauthorized information or representation is at your own risk. This prospectus may be used only in jurisdictionswhere offers and sales of these securities are permitte