Rani Therapeutics Holdings Inc-A美国存托凭证招股说明书(2025-12-03版)

Up to 42,633,337 shares of ClassA Common Stock Up to 125,000,004 Shares of ClassA Common Stock Issuable Upon Exercise of Common Stock WarrantsUp to 82,366,667 Shares of ClassA Common Stock Issuable Upon Exercise of Pre-Funded Warrants This prospectus relates to the proposed resale from time to time by the selling stockholders of: •up to 42,633,337 shares of our ClassA common stock;•up to 125,000,004 shares of our ClassA common stock issuable upon the exercise of outstanding common stock warrants; and The selling stockholders purchased the shares of ClassA common stock, common stock warrants and pre-funded warrants from us pursuant to asecurities purchase agreement, dated October16, 2025. We are not selling any shares of ClassA common stock pursuant to this prospectus, and we will not receive any proceeds from the sale of sharesof ClassA common stock offered by this prospectus by the selling stockholders, except with respect to amounts received by us upon exercise of the The selling stockholders may offer and sell or otherwise dispose of the shares of our ClassA common stock described in this prospectus from timeto time through public or private transactions at prevailing market prices, at prices related to prevailing market prices or at privately negotiated prices.The selling stockholders will bear all underwriting fees, commissions and discounts, if any, attributable to the sales of shares and any transfer taxes. We Our ClassA common stock is listed on The Nasdaq Global Market under the trading symbol “RANI.” On November6, 2025, the last reported saleprice of the ClassA common stock was $2.27per share. Investing in our ClassA common stock involves a high degree of risk. You should review carefully the risks anduncertainties described under the heading “Risk Factors” on page 4 of this prospectus, and under similar headings in Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities ordetermined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The date of this prospectus isDecember3, 2025. Table of Contents TABLE OF CONTENTS ABOUT THIS PROSPECTUSPROSPECTUS SUMMARY PLAN OF DISTRIBUTION WHERE YOU CAN FIND ADDITIONAL INFORMATION INCORPORATION OF CERTAIN INFORMATION BY REFERENCE Table of Contents ABOUT THIS PROSPECTUS Neither we nor the selling stockholders have authorized anyone to provide you with any information other than that contained in, or incorporatedby reference into, this prospectus. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that othersmay give you. This prospectus is an offer to sell only the shares of our ClassA common stock offered hereby, but only under circumstances and injurisdictions where it is lawful to do so. You should not assume that the information contained in or incorporated by reference in this prospectus is This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actualdocuments for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documentsreferred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a Unless the context indicates otherwise, as used in this prospectus, the terms “Rani,” “Company,” “we,” “us” and “our” refer to Rani TherapeuticsHoldings, Inc., or Rani Holdings, together with its subsidiaries, Rani Therapeutics, LLC, or Rani LLC. Table of Contents PROSPECTUS SUMMARY This summary highlights selected information contained elsewhere in this prospectus or incorporated by reference in this prospectus, anddoes not contain all of the information that you need to consider in making your investment decision. You should carefully read the entireprospectus, including the risks of investing in our securities discussed under the heading “Risk Factors” contained in this prospectus and undersimilar headings in the other documents that are incorporated by reference into this prospectus. You should also carefully read the information Overview We are a clinical stage biotherapeutics company focusing on advancing technologies to enable the administration of biologics and drugsorally, to provide patients, physicians, and healthcare systems with a convenient alternative to painful injections. We are advancing a portfolio oforal therapeutics using our proprietary delivery technology and we are actively pursuing partnering the technology with third party Our technology comprises a drug-agnostic oral delivery platform, the RaniPill capsule, which is designed to deliver a wide variety of drugsubstances, including antibodies, proteins, peptides, and oligonucleotides. We have two configurations of the platform – the RaniPill GO and the