香颂国际美股招股说明书(2025-12-16版)

Prospectus Supplement(To Prospectus dated September 30, 2025) Up to 37,500,000 ClassA Ordinary Shares by the Selling Shareholders Chanson International Holding This prospectus supplement relates to the resale by certain selling shareholders described herein (the “Selling Shareholders”) of up to37,500,000 Class A Ordinary Shares of US$0.08 par value each (the “Class A Ordinary Shares”). The Selling Shareholders may, fromtime to time, sell, transfer, or otherwise dispose of any or all of their Class A Ordinary Shares registered herein on any stock exchange,market, or trading facility on which the Class A Ordinary Shares are traded or in private transactions. These dispositions may be atfixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices determinedat the time of sale, or at negotiated prices. We will not receive any of the proceeds from the sale or other disposition of the Class AOrdinary Shares by the Selling Shareholders, but we will bear all costs, fees and expenses in connection with the registration of theClass A Ordinary Shares offered by the Selling Shareholders. The Selling Shareholders will bear all commissions and discounts, if any,attributable to the sale of the Class A Ordinary Shares offered for resale through this prospectus. For information regarding the SellingShareholders and the times and manner in which they may offer or sell Class A Ordinary Shares, see “Selling Shareholders” and “Planof Distribution.” As of the date of this prospectus supplement, the authorized share capital of the Company is US$165,000,000 divided into2,055,000,000 Class A Ordinary Shares and 7,500,000 Class B Ordinary Shares of US$0.08 par value each (the “Class B OrdinaryShares”). Holders of Class A Ordinary Shares and Class B Ordinary Shares have the same rights except for voting and conversionrights as set forth in our amended and restated memorandum and articles of association currently in effect. In respect of mattersrequiring a vote of all shareholders, each holder of Class A Ordinary Shares will be entitled to one vote per one Class A Ordinary Shareand each holder of Class B Ordinary Shares will be entitled to fifty (50) votes per one Class B Ordinary Share. The Class B OrdinaryShares are convertible into Class A Ordinary Shares at any time after issuance at the option of the holder on a one-to-one basis. As ofthe date of this prospectus supplement, we have 38,907,905 Class A Ordinary Shares and 70,875 Class B Ordinary Shares issued andoutstanding, respectively. Our Class A Ordinary Shares are listed on The Nasdaq Capital Market under the symbol “CHSN.” On December 15, 2025, the lastreported sale price of our Class A Ordinary Shares on The Nasdaq Capital Market was US$2.15 per share. We are a holding company incorporated under the laws of the Cayman Islands and not a Chinese operating company. As a holdingcompany with no material operations of our own, we conduct our operations through our subsidiaries in China and the U.S. and theVIEs in China. For accounting purposes, we control and receive the economic benefits of the VIEs through certain contractualarrangements (the “VIE Agreements”), which enable us to consolidate the financial results of the VIEs in our consolidated financialstatements under generally accepted accounting principles in the U.S. (“U.S. GAAP”), and the structure involves unique risks toinvestors. The VIE structure provides contractual exposure to foreign investment in China-based companies. Chinese law, however,does not prohibit direct foreign investment in the VIEs. For a description of the VIE Agreements, see “Prospectus Summary—OurCorporate Structure—The United Family Group” and “Corporate History and Structure.” As a result of our use of the VIE structure,you may never directly hold equity interests in the VIEs. Because we do not directly hold equity interests in the VIEs, we are subject to risks and uncertainties of the interpretations andapplications of PRC laws and regulations, including but not limited to, regulatory review of overseas listing of PRC companiesthrough special purpose vehicles and the validity and enforcement of the VIE Agreements. We are also subject to the risks anduncertainties about any future actions of the PRC government in this regard that could disallow the VIE structure, which would likelyresult in a material change in our operations, and the value of our Class A Ordinary Shares may depreciate significantly or becomeworthless. The VIE Agreements have not been tested in a court of law in China as of the date of this prospectus. See “Item 3. KeyInformation—D. Risk Factors—Risks Relating to Our Corporate Structure—The VIE Agreements with the UFG Entities and the UFGOperators may not be effective in providing control over the UFG Entities” in our 2024 Annual Report, which is incorporated byreference into this prospectus. We are subject to certain legal and operational risks associa