欧达健康控股有限公司美股招股说明书(2025-12-04版)

Convertible Warrant Up to 2,000,000 Ordinary Shares issuable upon exercise of the Warrant We are offering, in a registered direct offering to Streeterville Capital, LLC, a Utah limited liability company and anaccredited investor (the “Investor”), a convertible warrant (the “Warrant”) for an aggregate purchase price of $100,000 (before feesand expenses). Upon issuance, the Warrant will be immediately exercisable into 2,000,000 newly-issued ordinary shares, no par valueeach, of the Company (the “Warrant Shares”) at an exercise price of $6.00 per share for ninety (90) days (unless extended by mutualagreement) from the issuance date (the “Cash Exercise Period”). During the Cash Exercise Period, the Warrant can only be exercisedfor cash and the Company will have the right to require the Investor to exercise the Warrant up to 10% of the cumulative dollar tradingvolume during the Measurement Period (the “Forced Exercise”) if (i) the closing price of the Company’s ordinary shares on Nasdaq isat or above $7.50 for five (5) consecutive trading days (the “Measurement Period”); and (ii) the cumulative trading dollar volume overthe Measurement Period (the “Cumulative Volume”) is at least $1,500,000. For a period of two (2) weeks following the end of the This prospectus supplement covers up to 2,000,000 Ordinary Shares, issuable from time to time upon exercise of the Warrant.TheOrdinary Shares issuable upon exercise of the Warrant,are being issued pursuant to this prospectus supplement,the No placement agent is involved in this offering. Our ordinary shares are listed on the NASDAQ Capital Market under the symbol “EUDA”. On December 3, 2025, theclosing price of our ordinary shares on the Nasdaq Capital Market was US$2.86. There is no established trading market for the Warrant, and we do not expect a market to develop. In addition, we do notintend to apply for the listing of the Warrant on any national securities exchange or other trading market. As of the date of this prospectus supplement, the aggregate market value of the voting and non-voting common equity held bynon-affiliates, was $71,204,092 (based on the last sales price of $3.89 on October 15, 2025 within 60 days prior to the date hereof and Pursuant to General Instruction I.B.5 of Form F-3, in no event will we sell securities in a public primary offering with a valueexceeding more than one-third of our public float in any 12-month period so long as our public float remains below $75.0 million.During the 12 calendar months prior to and including the date of this prospectus, we have offered and sold convertible notes in the You should read carefully this prospectus supplement and the documents incorporated by reference in this prospectussupplement before you invest. Please see “Risk Factors” on page S-5 of this prospectus supplement and the risk factors Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any Investing in our securities involves a high degree of risk. You should read this prospectus supplement, the accompanyingprospectus and the documents incorporated by reference herein before you make your investment decision. See “Risk Factors”beginning on page S-5 of this prospectus supplement and in the documents incorporated by reference herein, including our Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities, or determined if this prospectus supplement and the accompanying prospectus is accurate or complete. Anyrepresentation to the contrary is a criminal offense. The date of this prospectus supplement is December 4, 2025 Prospectus Supplement You should rely only on the information contained in this prospectus supplement and the accompanying prospectus. We havenot authorized anyone else to provide you with additional or different information. We are offering to sell, and seeking offersto buy, our securities only in jurisdictions where offers and sales are permitted. You should not assume that the information inthis prospectus supplement or the accompanying prospectus is accurate as of any date other than the date on the front of those No action is being taken in any jurisdiction outside the United States to permit a public offering of our securities or possessionor distribution of this prospectus supplement or the accompanying prospectus in that jurisdiction. Persons who come intopossession of this prospectus supplement or the accompanying prospectus in jurisdictions outside the United States are ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement is a supplement to the accompanying prospectus that is also a part of this document. Thisprospectus supplement and the accompanying prospectus are part of a registration statement on Form F-3 (File No. 333-282723) that we filed on Oct