维奥迈控股有限公司美股招股说明书(2025-11-26版)

PROSPECTUS 610,185 Shares of Common Stock This prospectus relates to the resale or other disposition from time to time by the selling stockholders identified herein (each, a“Selling Stockholder” and, together, the “Selling Stockholders”), in this prospectus of Vyome Holdings, Inc. (the “Company”) of We will not receive any of the proceeds from the sale of Common Stock by the Selling Stockholders. The Selling Stockholders may sell or otherwise dispose of the Common Stock covered by this prospectus in a number of differentways and at varying prices. We provide more information about how the Selling Stockholders may sell or otherwise dispose of theCommon Stock covered by this prospectus in the section entitled “Plan of Distribution” on page 10 of this prospectus. For informationon the Selling Stockholders, see the section entitled “Selling Stockholders” on page 7 of this prospectus. Discounts, concessions,commissions and similar selling expenses attributable to the sale of Common Stock covered by this prospectus will be borne by the Our common stock is listed on the Nasdaq Capital Market under the symbol “HIND.” On October 31, 2025, the last reported sale priceper share of our common stock was $6.05. We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read theentire prospectus and any amendments or supplements carefully before you make your investment decision. We are a “smaller reporting company” under applicable SEC rules and, as such, have elected to comply with certain reduced publiccompany disclosure requirements for this prospectus and future filings. See the discussions in the section titled “Summary – Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties described inthe section entitled “Risk Factors” beginning on page 6 of this prospectus, and under similar headings in any amendments or Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. The date of this prospectus is November 25, 2025 ABOUT THIS PROSPECTUS This prospectus is part of a registration statement that we have filed with the SEC pursuant to which the selling stockholdernamed herein may, from time to time, offer and sell or otherwise dispose of the shares of our Common Stock covered by thisprospectus. You should not assume that the information contained in this prospectus is accurate on any date subsequent to the date setforth on the front cover of this prospectus or that any information we have incorporated by reference is correct on any date subsequentto the date of the document incorporated by reference, even though this prospectus is delivered or shares of Common Stock are sold orotherwise disposed of on a later date. It is important for you to read and consider all information contained in this prospectus,including the documents incorporated by reference therein, in making your investment decision.You should read this prospectus, any We have not, and the Selling Stockholders have not, authorized anyone to give any information or to make any representationother than those contained or incorporated by reference in this prospectus. You must not rely upon any information or representationnot contained or incorporated by reference in this prospectus. This prospectus does not constitute an offer to sell or the solicitation ofan offer to buy any securities other than the registered securities to which they relate, nor do this prospectus constitute an offer to sell For investors outside the United States, neither we nor the Selling Stockholders have done anything that would permit thisoffering, or possession or distribution of this prospectus, any prospectus supplement or free writing prospectus, in any jurisdictionwhere action for that purpose is required other than in the United States. Persons outside the United States who come into possessionof this prospectus, any applicable prospectus supplement or free writing prospectus must inform themselves about, and observe any Unless the context otherwise requires, “we,” “us,” “our,” “registrant,” or “Registrant,” “Vyome,” “Vyome Holdings,” and the“Company” refer to Vyome Holdings, Inc., a Delaware corporation, and its consolidated subsidiaries. All references to “this prospectus” refer to this prospectus and any applicable prospectus supplement, including thedocuments incorporated by reference herein and therein, unless the context otherwise requires. MARKET AND INDUSTRY DATA This prospectus contains statistical data, estimates and information concerning our industry, including market position and thesize and growth rates of the markets in which we participate, that are based on independent industry publications and reports or otherpublicly available informat