牛蛙人工智能控股有限公司美股招股说明书(2025-11-07版)

BullFrog AI Holdings, Inc. Up to $2.0 million Of Shares of Common Stock This prospectus supplement (this “Prospectus Supplement No. 2”) amends and supplements certain information in our prospectus,dated August 21, 2024 (the “Base Prospectus”) and the prospectus supplement, dated April 25, 2025 (the “Prospectus Supplement No.1”, and together with the Base Prospectus, the “ATM Prospectus”), both filed with the U.S. Securities and Exchange Commission aspart of our registration statement on Form S-3 (333-281341), relating to the offer and sale of shares of our common stock, $0.00001par value per share, from time to time pursuant to the terms of the At-the-Market Sales Agreement, or the Sales Agreement, withBTIG, LLC, or the sales agent. This Prospectus Supplement No. 2 should be read in conjunction with the ATM Prospectus, and isqualified by reference thereto, except to the extent that the information herein amends or supersedes the information contained in theATM Prospectus. This Prospectus Supplement No. 2 is not complete without, and may only be delivered or utilized in connectionwith, the ATM Prospectus, and any future amendments or supplements thereto. Our common stock is listed on the Nasdaq Capital Market under the symbol “BFRG.” On November 6, 2025, the last reported saleprice of our common stock was $0.96 per share. As of November 6, 2025, the aggregate market value of our outstanding commonstock held by non-affiliates (the “Public Float”) was approximately $14.0 million based on 11,400,405 total shares of outstandingcommon stock, of which approximately 9.0 million shares were held by non-affiliates, and a price of $1.56 per share, which was theclosing price of our common stock on the Nasdaq Capital Market on October 8, 2025, the highest closing sale price of our commonstock on the Nasdaq Capital Market within 60 days prior to the date of this Prospectus Supplement No. 2. Pursuant to GeneralInstruction I.B.6 of Form S-3, in no event will we sell securities registered in a public primary offering with a value exceeding morethan one-third of our Public Float in any 12-calendar month period so long as our public float remains below $75.0 million. We havenot offered any securities pursuant to General Instruction I.B.6 of Form S-3 during the prior 12-calendar month period that ends onand includes the date of this Prospectus Supplement No. 2, other than our offering of shares of common stock pursuant to the ATMProspectus, having an aggregate value of approximately $2.7 million. As of November 6, 2025, one-third of the Public Float was equalto approximately $4.7 million, leaving approximately $2.0 million available for issuance under this Prospectus Supplement No. 2. Sales of our common stock, if any, under this Prospectus Supplement No. 2 will be made in sales deemed to be “at the marketofferings” as defined in Rule 415 promulgated under the Securities Act of 1933, as amended, or the Securities Act. The sales agent isnot required to sell any specific number of securities but will act as our sales agent using commercially reasonable efforts consistentwith its normal trading and sales practices, on mutually agreed terms between the sales agent and us. There is no arrangement forfunds to be received in any escrow, trust or similar arrangement. If our public float increases such that we may sell additional amounts of common stock in excess of the aforementioned aggregateoffering price under the Sales Agreement and the registration statement and ATM Prospectus, which this Prospectus Supplement No. 2amends, we will file another prospectus supplement prior to making such additional sales in excess of the aforementioned aggregateoffering price. In the event that our public float increases above $75.0 million, we will no longer be subject to the limit in GeneralInstruction I.B.6 of Form S-3, and in such event, we will file another prospectus supplement prior to making additional sales abovesuch limit. Our business and an investment in our common stock involve significant risks. These risks are described under the caption“Risk Factors” beginning on page S-6 of Prospectus Supplement No. 1 and in the documents incorporated by reference intothis prospectus supplement. Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or passed upon the accuracy or adequacy of this prospectus supplement. Any representation to the contrary isa criminal offense. BTIG The date of this prospectus supplement is November 7, 2025.