Biohaven Ltd美股招股说明书(2025-11-13版)

23,333,334 Common Shares Biohaven Ltd. is offering 23,333,334of its common shares in this offering at an offering price per common share of $7.50. Our common shares trade on The New York Stock Exchange under the symbol “BHVN.” On November 11, 2025, the last saleprice of the common shares as reported on the New York Stock Exchange was $8.52 per share. Investing in our common shares involves risks that are described in the “Risk Factors” section beginning on pageS-7of thisprospectus supplement, as well as the documents incorporated by reference into this prospectus supplement and the accompanyingprospectus, including the information contained under the caption entitled “Risk Factors” in our Annual Report on Form10-K for theyear ended December31, 2024 and our Quarterly Report on Form 10-Q for the quarter ended September 30, 2025. Public offering priceUnderwriting discounts and commissionsProceeds before expenses(1) (1)We have agreed to reimburse the underwriters for certain expenses in connection with this offering. See “Underwriting.” The underwriters may also exercise their option to purchase up to an additional3,500,000 common shares from us, at the publicoffering price, less the underwriting discount and commissions, for 30 days after the date of this prospectus supplement. Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securitiesor passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to thecontrary is a criminal offense. The common shares will be ready for delivery on or about November 13, 2025. The date of this prospectus supplement is November12, 2025 TABLE OF CONTENTS Prospectus Supplement ABOUT THIS PROSPECTUS SUPPLEMENTPROSPECTUS SUPPLEMENT SUMMARYTHE OFFERINGRISK FACTORSSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSUSE OF PROCEEDSDIVIDEND POLICYCAPITALIZATIONDILUTIONMATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONSUNDERWRITINGVALIDITY OF COMMON SHARESEXPERTSWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION OF CERTAIN INFORMATION BY REFERENCE Prospectus ABOUT THIS PROSPECTUSSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSWHERE YOU CAN FIND ADDITIONAL INFORMATIONINCORPORATION OF CERTAIN INFORMATION BY REFERENCERISK FACTORSTHE COMPANYUSE OF PROCEEDSDESCRIPTION OF SHARE CAPITALDESCRIPTION OF DEPOSITARY SHARESDESCRIPTION OF DEBT SECURITIESDESCRIPTION OF WARRANTSDESCRIPTION OF RIGHTSDESCRIPTION OF PURCHASE CONTRACTSDESCRIPTION OF UNITSSELLING SHAREHOLDERSPLAN OF DISTRIBUTIONVALIDITY OF SECURITIESEXPERTS We have not, and the underwriters have not, authorized anyone to provide you with different information than that contained in orincorporated by reference in this prospectus supplement, the accompanying prospectus, and in any free writing prospectus that wehave authorized for use in connection with this offering. We are not, and the underwriters are not, making an offer to sell thesesecurities in any jurisdiction where the offer or sale is not permitted. You should read this prospectus supplement, the accompanyingprospectus, the documents incorporated by reference in this prospectus supplement and the accompanying prospectus, and any free writing prospectus that we have authorizedfor use in connection with this offering in their entirety before making an investment decision. You should also read and consider theinformation in the documents to which we have referred you in the sections of this prospectus supplement entitled “Where You CanFind More Information” and “Incorporation of Certain Information by Reference.” ABOUT THIS PROSPECTUS SUPPLEMENT This document is in two parts. The first part is this prospectus supplement, which describes the terms of this offering of commonshares and adds to and updates information contained in the accompanying prospectus and the documents incorporated by referenceinto this prospectus supplement and the accompanying prospectus. The second part, the accompanying prospectus dated October2,2023, provides more general information. Generally, when we refer to this prospectus, we are referring to both parts of this documentcombined. To the extent there is a conflict between the information contained in this prospectus supplement, on the one hand, and theinformation contained in the accompanying prospectus or in any document incorporated by reference that was filed with the Securitiesand Exchange Commission, or SEC, before the date of this prospectus supplement, on the other hand, you should rely on theinformation in this prospectus supplement. If any statement in one of these documents is inconsistent with a statement in anotherdocument having a later date — for example, a document incorporated by reference in this prospectus supplement — the statement inthe document having the later date modifies or supersedes the earlier statement. You should assume that the information contained inthis prospectus supplement is accurat