移动医疗网络解决方案-A美股招股说明书(2025-09-10版)

Mobile-health Network Solutions $300,000,000 Class A Ordinary SharesDebt SecuritiesWarrantsUnits We mayoffer and sell our Class A ordinary shares, par value US$0.000032 per share (“Class A Ordinary Shares”), debtsecurities, warrants to purchase Class A Ordinary Shares or debt securities, or units consisting of Class A Ordinary Shares, or debtsecurities, or warrants, or any other combination of these securities from time to time in one or more offerings, at prices and on termsdescribed in one or more supplements to this prospectus. The aggregate initial offering price of the securities that we may offer andsell under this prospectus is up to $300,000,000. Unless otherwise indicated, reference to dollars shall mean United States dollars. Each time we offer and sell the securities pursuant to this prospectus, we will provide a supplement to this prospectus thatcontains specific information about such offering and the terms of the securities. We may also authorize one or more free writingprospectuses to be provided to you in connection with these offerings. The prospectus supplement and any related free writingprospectus may add, update or change information contained in this prospectus. You should read carefully this prospectus, theapplicable prospectus supplement and any related free writing prospectus, as well as the documents incorporated or deemed to beincorporated by reference, before you invest in any of our securities.This prospectus may not be used to offer or sell any securitiesunless accompanied by the applicable prospectus supplement. Our Class A Ordinary Shares are listed on The Nasdaq Capital Market (“Nasdaq”) under the symbol “MNDR.” On July 9,2025, the last reported sales price of our Class A Ordinary Shares was $1.131 per share. Our issued and outstanding share capital consists of 4,072,128 Class A Ordinary Shares and 1,459,438 Class B OrdinaryShares. Siaw Tun Mine, Siaw Tung Yeng, and Teoh Pui Pui beneficially own all of our then issued and outstanding Class B OrdinaryShares. These Class B Ordinary Shares constitute approximately 26% of our total issued and outstanding share capital andapproximately 78% of the aggregate voting power of our total issued and outstanding share capital. Holders of Class A OrdinaryShares and Class B Ordinary Shares have the same rights except for voting and conversion rights. Each holder of our Class A OrdinaryShare is entitled to one vote per share. Each holder of our Class B Ordinary Share is entitled to 10 votes per share. Our Class AOrdinary Shares and Class B Ordinary Shares vote together as a single class on all matters submitted to a vote of our shareholders,except as may otherwise be required by law. Our Class B Ordinary Shares are convertible at any time into Class A Ordinary Shares ona one-for-one basis by the holder thereof. Class A Ordinary Shares are not convertible into Class B Ordinary Shares under anycircumstances. Upon any transfer of Class B Ordinary Shares by a holder thereof or a change of ultimate beneficial ownership of anyClass B Ordinary Shares to any person other than an affiliate of such person or a beneficial owner of Class B Ordinary Shares, suchClass B Ordinary Shares are automatically and immediately converted into the same number of Class A Ordinary Shares. As of July 9, 2025, the aggregate market value worldwide of our outstanding Class A Ordinary Shares held by non-affiliateswas approximately $3,761,845, based on 4,072,128 Class A Ordinary Shares outstanding, of which 3,326,123 Class A Ordinary Shareswere held by non-affiliates, and a per share price of $1.131 based on the closing sale price of the Class A Ordinary Shares on Nasdaqon July 9, 2025. Pursuant to General Instruction I.B.5 of Form F-3, in no event will we sell, pursuant to the registration statement ofwhich this prospectus forms a part, securities with a value exceeding one-third of the aggregate market value of our outstandingOrdinary Shares held by non-affiliates in any 12-month period, so long as the aggregate market value of our Ordinary Shares held bynon-affiliates is less than $75.0 million. We have not offered or sold any securities pursuant to General Instruction I.B.5 on Form F-3during the prior 12 calendar month period that ends on and includes the date of this prospectus. We are both an “emerging growth company” and a “foreign private issuer” as defined under the applicable U.S. federalsecurities laws and, as such, may elect to comply with certain reduced public company reporting requirements for this and futurefilings. See “Implications of Being an Emerging Growth Company” and “Implications of Being a Foreign Private Issuer.” When we refer to “MNDR,” “we,” “our,” “us” and the “Company” in this prospectus, we mean Mobile-health NetworkSolutions, an exempted company incorporated with limited liability in the Cayman Islands, and its consolidated subsidiaries, unlessotherwise specified. Unless otherwise specified in an applicable prospectus supplement,