EUDA Health Holdings Ltd美股招股说明书(2025-12-19版)

Convertible Warrant Up to 2,000,000 Ordinary Shares issuable upon exercise of the Warrant Pursuant to a Securities Purchase Agreement dated November 26, 2025 (the “Purchase Agreement”) between us andStreeterville Capital, LLC, a Utah limited liability company and an accredited investor (the “Investor”), we sold to Investor a warrant(the “Warrant”) exercisable into 2,000,000 newly-issued ordinary shares, no par value each, of the Company (the “Warrant Shares”)for an aggregate purchase price of $100,000 (before fees and expenses). Pursuant to our prospectus dated November 4, 2024 (the“Base Prospectus), we filed a prospectus supplement on December 4, 2025 (the “Prospectus Supplement”) for the Warrant Shares. Asof the date of this prospectus amendment (the “Supplement No. 3), the Warrant has not been exercised and no Warrant Share has been On December 16, 2025, the Company and Investor entered into a Warrant Amendment pursuant to which parties have agreedto (i) reduce the exercise price of the Warrant from $6.00 per share to $4.00 per share; and (ii) reduce the minimum closing price of theCompany’s ordinary shares on Nasdaq required for a “Forced Exercise” (defined below) from $7.50 to $6.00. This Supplement No. 3is being filed to update and supplement certain information contained in the Prospectus Supplement to reflect these changes to theterms of the Warrant. Each of the Base Prospectus, the Prospectus Supplement and the Supplement No. 3 forms a part of a registrationstatement (the “Registration Statement”) on Form F-3, as amended (File No. 333-282723) which was declared effective by theSecurities and Exchange Commission (the “SEC”) on November 4, 2024. This Supplement No. 3 may not be delivered or utilizedexcept in combination with the Registration Statement and the Base Prospectus, including any amendments or supplements thereto. Our ordinary shares are listed on the NASDAQ Capital Market under the symbol “EUDA”. On December 18, 2025, theclosing price of our ordinary shares on the Nasdaq Capital Market was US$2.65. 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. Unless otherwise indicated in this prospectus supplement or the context otherwise requires, all references to “we,” “us,” “our,” “theCompany,” and “EUDA” refer to EUDA Health Holdings Limited and its subsidiaries. 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 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 Supplement No. 3 or the accompanying prospectus in that jurisdiction. Persons who come intopossession of this Supplement No. 3 or the accompanying prospectus in jurisdictions outside the United States are required to The date of this prospectus supplement is December 19, 2025 EXPLANATORY NOTE This Supplement No. 3 is being filed solely to update and supplement certain information included in the ProspectusSupplement with certain information set forth below. If there is any inconsistency between the information in the RegistrationStatement, Base Prospectus or Prospectus Supplement and this Supplement No. 3, you should rely on the information in this Warrant Amendment On December 16, 2025, the Company and Investor entered into a Warrant Amendment pursuant to which parties have agreedto (i) reduce the exercise price of the Warrant from $6.00 per share to $4.00 per share; and (ii) reduce the minimum closing price of the It is not likely that the Investor will pay us the Exercise Price to exercise the Warrant unless among other things, our ordinaryshares will trade above $4.00 during the ninety (90) days from the day of issuance of the Warrant (the “Cash Exercise Period”). At the exercise price of $4.00 per share (the “Exercise Price”), the Warrant is currently “out of the money.” Unless and untilamong other things, the trading price of our ordinary shares will exceed the Exercise Price during the Cash Exercise Period, it is not There is no assurance that the conditions required for a Forced Exercise can be met, and that we can require the Investor to pay usthe Exercise Price in cash during the Cash Exercise Period. The highest closing price of our ordinary shares over the past 52 weeks as of the date of this prospectus is $6.30. Although wehave the right to require the Investor to pay us the Exercise Price in cash for its exercise of the Warrant during the Cash ExercisePeriod if among other things, (i) the closing price of our ordinary shares on Nasdaq exceeds $6.00 per share for five (5) consecutivedays within ninety (90) days from the day of issuance (the “Measurem