Belite Bio Inc ADR美股招股说明书(2025-12-01版)

Belite Bio, IncAmerican Depositary SharesOrdinary Shares We are offeringAmerican depositary shares, or ADSs, representingof our ordinary shares, par value US$0.0001 per share,pursuant to this prospectus supplement. Each ADS represents one ordinary share. See “Description of American Depositary Shares” and “Description ofShare Capital” in the accompanying prospectus. Our ADSs are listed on the Nasdaq Capital Market, or Nasdaq, under the symbol “BLTE.” On December 1, 2025, the last reported sale price of our ADSson Nasdaq was $154.02 per ADS. The actual offering price per ADS will be as determined between us and the underwriters at the time of pricing. Our principal executive offices are located at 12750 High Bluff Drive Suite 475, San Diego, CA 92130, and our telephone number is+1-858-246-6240.Our registered address in the Cayman Islands is located at the offices of Maples Corporate Services Limited at PO Box309, Ugland House, GrandCayman, KY1-1104, Cayman Islands. We are a holding company incorporated in the Cayman Islands. As a holding company with no material operations of our own, we conductoperations primarily through our direct and indirect wholly owned subsidiaries in the U.S., Australia, Switzerland, Japan, Taiwan, Hong Kong andthe People’s Republic of China, or the PRC. Investors purchasing ADSs in this offering are purchasing equity securities of our Cayman Islandsholding company, not of our operating subsidiaries. We do not have any substantive operations or employees in the PRC at present and the clinical trials in the PRC in connection with our productcandidate are conducted via a contract research organization. However, we may still be subject to certain legal and operational risks associated withour clinical trials conducted in the PRC, including those changes in the legal, political and economic policies of the Chinese government, therelations between China and the United States, or Chinese or U.S. regulations, which may materially and adversely affect our business, financialcondition, results of operations and the market price of the ADSs. Any such changes could significantly limit or completely hinder our ability to offeror continue to offer ADSs to investors, and could cause the value of the ADSs to significantly decline or become worthless. Although we are not aChina-based issuer, there remains regulatory uncertainty with respect to the implementation and interpretation of laws in China. Such laws andregulations, including China’s new Data Security Law, Cybersecurity Review Measures, Personal Information Protection Law, and any other futurelaws and regulations, may require us to incur significant expenses and could materially affect our ability to conduct our business, accept non-PRCinvestments or list on a U.S. or foreign exchange. Although the audit report incorporated by reference in this prospectus supplement is prepared by U.S. auditors who are currently inspected by thePublic Company Accounting Oversight Board (the “PCAOB”), there is no guarantee that future audit reports will be prepared by auditors that arecompletely inspected by the PCAOB and, as such, our investors may in the future be deprived of such inspections, which could result in limitationsor restrictions to our ability to access the U.S. capital markets. Furthermore, trading in the ADSs may be prohibited under the Holding ForeignCompanies Accountable Act or the Accelerating Holding Foreign Companies Accountable Act (if enacted) if the SEC subsequently determines ouraudit work is performed by auditors that the PCAOB is unable to inspect or investigate completely or the SEC identifies us as a Commission-Identified Issuer, and as a result, U.S. national securities exchanges, such as Nasdaq, may determine to delist the ADSs. The PCAOB currently hasaccess to inspect the working papers of our auditor. Our principal auditor is not headquartered in Mainland China or Hong Kong and was notidentified in the Determination Report issued on December16, 2021 as a firm subject to the PCAOB’s determination. Investing in the ADSs involves a high degree of risk. Before making an investment decision, please read the informationunder the heading “Risk Factors” beginning on pageS-12 of this prospectus supplement, and in the documentsincorporated by reference into this prospectus supplement. As a holding company, we may rely on cash dividends, distributions and other transfers from our subsidiaries to make dividend payments. As of thedate of this prospectus supplement, there have not been any such dividends or other distributions from our subsidiaries. In addition, none of oursubsidiaries have ever issued any dividends or distributions to us or to U.S. investors. Neither the United States Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passedupon the adequacy or accuracy of this prospectus supplement. Any representation to the contrary is a criminal offense. (