EUDA Health Holdings Ltd美股招股说明书(2025-11-18版)

EUDA HEALTH HOLDINGS LIMITED We previously entered into a Convertible Promissory Note Purchase Agreement (the “Purchase Agreement”), dated August 1,2025, which was amended on each of September 19, 2025, October 2, 2025 and November 7, 2025, with Indigo Capital LP, anaccredited investor (the “Investor”), pursuant to which we agreed to issue and sell to the Investor, from time to time, one or moreconvertible promissory notes (the “Convertible Notes”) in amounts not to exceed an aggregate principal amount of US$10,000,000.Pursuant to our prospectus, dated November 4, 2024 (the “Base Prospectus), we filed a prospectus supplement on August 8, 2025 (the“August Prospectus Supplement”) that included up to 5,000,000 Ordinary Shares, issuable from time to time upon conversion of the The purpose of this prospectus supplement is to terminate the continuous offering of the Convertible Notes and OrdinaryShares issuable in connection with the conversion of the Convertible Notes under the Base Prospectus and the August ProspectusSupplement. We will not make any additional sales of Convertible Notes under the Purchase Agreement and therefore will not issue Unless otherwise indicated in this prospectus supplement or the context otherwise requires, all references to “we,” “us,”“our,” “the Company,” and “EUDA” refer to EUDA Health Holdings Limited and its subsidiaries. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or passed upon the adequacy or accuracy of this prospectus supplement. Any representation to the contrary isa criminal offense. The date of this prospectus supplement is November 18, 2025. $100,000,000 EUDA HEALTH HOLDINGS LIMITED The aggregate initial offering price of the securities that we may offer and sell under this prospectus will not exceed $100,000,000. Wemay offer, issue and sell from time to time our securities, including in the form of ordinary shares, warrants to purchase ordinaryshares, subscription rights, debt securities and a combination of such securities, separately or as units, in one or more offerings. This We refer to our ordinary shares, warrants, subscription rights, debt securities, and units collectively as “securities” in this prospectus. Each time we sell the securities, we will provide a prospectus supplement to this prospectus that contains specific information aboutthe offering and the terms of the securities offered. The prospectus supplement may also add, update or change information containedin, or incorporated by reference into, this prospectus. We will provide the specific terms of the securities offered in one or moresupplements to this prospectus. However, no prospectus supplement shall offer a security that is not registered and described in thisprospectus at the time of its effectiveness. We may also authorize one or more free writing prospectuses to be provided to you inconnection with these offerings. The prospectus supplement and any related free writing prospectus may add, update or change We may, from time to time, offer to sell the securities, through public or private transactions, directly or through underwriters, agentsor dealers, on or off The Nasdaq Capital Market, at prevailing market prices or at privately negotiated prices. If any underwriters,agents or dealers are involved in the sale of any of these securities, the applicable prospectus supplement will set forth the names ofthe underwriter, agent or dealer and any applicable fees, commissions or discounts. The price to the public of our securities and the net Our ordinary shares are listed on the Nasdaq Capital Market under the symbol “EUDA”, and our warrants are listed on the NasdaqCapital Market under the symbol “EUDAW”. On October 17, 2024, the last reported sales price of our ordinary shares was $4.50 per As of October 17, 2024, the aggregate market value worldwide of our issued and outstanding ordinary shares held by non-affiliateswas approximately $77,871,870, based on 37,153,049 ordinary shares outstanding, of which 17,304,860 ordinary shares were held bynon-affiliates, and a per ordinary share price of $4. 50 based on the closing sale price of our ordinary shares on the Nasdaq CapitalMarket on October 17, 2024. Pursuant to General Instruction I.B.5 of Form F-3, in no event will we sell, pursuant to the registrationstatement of which this prospectus forms a part, securities with a value exceeding one-third of the aggregate market value of our Our auditor, J&S Associate PLT, an independent registered public accounting firm in Malaysia, is an auditor of companies that aretraded publicly in the United States and a firm registered with the PCAOB, is subject to laws in the U.S. pursuant to which the Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties describedunder the heading “Risk Factors” beginning on page 7 of this prospectus, and under similar h