Belite Bio Inc ADR美股招股说明书(2025-01-27版)

Up to 651,380 American Depositary Shares representing 651,380 OrdinarySharesissuable upon exercise of the Warrants This prospectus supplement relates to the offer and resale from time to time of our ordinary shares,par value $0.0001 per share, each represented by one American depositary share, or ADS, by the sellingshareholder identified in this prospectus supplement (the “selling shareholder”), that may be issued byus to the selling shareholder upon the exercise by such selling shareholder of warrants that werepreviously issued to such selling shareholder. Throughout this prospectus supplement, we refer toordinary shares as “offered shares” and warrants issued to such selling shareholder as “SellingShareholder Warrants” or “Warrants”. The registration of the offer and resale of the offered shares does not necessarily mean that theselling shareholder will offer or sell such securities. We cannot predict when or in what amounts theselling shareholder may sell any of such securities offered by this prospectus supplement. The offeredshares may be sold in one or more transactions at fixed prices, prevailing market prices at the time ofsale, prices related to the prevailing market prices, varying prices determined at the time of sale ornegotiated prices. We are not offering for sale any ordinary shares offered by this prospectus supplement. We willreceive no proceeds from any sale of ordinary shares by the selling shareholder, but will incur expensesin connection with the registration of these offered shares. See “Selling Shareholder” and “Plan ofDistribution.” We are filing this prospectus supplement primarily pursuant to contractual obligations thatexist with the selling shareholder. Our ADSs are listed on the Nasdaq Capital Market, or Nasdaq, under the trading symbol “BLTE.”On January 24, 2025, the last reported sale price of our ADSs on Nasdaq was $59.42 per ADS. The selling shareholder may offer and resell, at any time and from time to time, the offered sharesheld by such selling shareholder directly or through underwriters (on a firm commitment basis or best-efforts basis) or agents or broker-dealers on terms to be determined at the time of sale. Suchunderwriters, agents or broker-dealers may receive compensation in the form of fees or commissionsfrom the selling shareholder and from purchasers of such offered shares for whom they may act as agent.To the extent required, a new prospectus supplement may be filed to set forth the names of anyunderwriter, agent or broker-dealer and applicable commissions or discounts and any other requiredinformation with respect to any particular offer. A new prospectus supplement may also be filed to add,update or change information contained in this prospectus supplement and the accompanying prospectus, including adding the identities of selling shareholders and amounts of ordinary shares to be registeredfor offer and sale on behalf of selling shareholders. The selling shareholder reserves the sole right toaccept or reject, in whole or in part, any proposed purchase of the offered shares to be made directly orthrough agents. See “Plan of Distribution.” Investing in the offered shares involves risks. See “Risk Factors” beginning on page S-10 of thisprospectus supplement and the risks set forth under the caption “Item 3D. Risk Factors” included in ourAnnual Report on Form 20-F for the year ended December 31, 2023 (our “2023 Form 20-F”), which isincorporated by reference herein, and any risk factors described in the other documents that we filepursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the“Exchange Act”) after the date of this prospectus supplement and prior to the termination of this offering,which will be considered to be incorporated by reference into this prospectus supplement and theaccompanying prospectus. Neither the United States Securities and Exchange Commission nor any state securities commission hasapproved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectussupplement. Any representation to the contrary is a criminal offense. The date of this prospectus supplement is January 27, 2025. TABLE OF CONTENTS Prospectus SupplementABOUT THIS PROSPECTUS SUPPLEMENTS-1CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSS-2PROSPECTUS SUPPLEMENT SUMMARYS-4RISK FACTORSS-10SELLING SHAREHOLDERS-13USE OF PROCEEDSS-14PLAN OF DISTRIBUTIONS-15LEGAL MATTERSS-16EXPERTSS-17WHERE YOU CAN FIND MORE INFORMATIONS-18ProspectusABOUT THIS PROSPECTUS1OUR COMPANY3CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS9RISK FACTORS11USE OF PROCEEDS12CAPITALIZATION13DESCRIPTION OF SHARE CAPITAL14DESCRIPTION OF AMERICAN DEPOSITARY SHARES2 4DESCRIPTION OF WARRANTS34DESCRIPTION OF OVERALLOTMENT PURCHASE RIGHTS36DESCRIPTION OF SUBSCRIPTION RIGHTS37DESCRIPTION OF UNITS38DESCRIPTION OF CAPITAL NOTES39DESCRIPTION OF DEBT SECURITIES40TAXATION46SELLING SHAREHOLDERS47PLAN OF DISTRIBUTION48WHERE YO