拜尔德医疗美股招股说明书(2026-01-16版)

UP TO 11,500,000 ORDINARY SHARES ISSUABLE UPON THE EXERCISE OF WARRANTSUP TO 34,415,562 ORDINARY SHARES OFFERED BY SELLING SECURITYHOLDERS OF BAIRD MEDICAL INVESTMENT HOLDINGS LIMITED This prospectus relates to the issuance by Baird Medical Investment Holdings Limited (“we,” “us,” “Baird Medical” or the“Company”) of up to 11,500,000 ordinary shares, par value US$0.0001 per share, of the Company (the “Ordinary Shares”),issuable upon the exercise of warrants to purchase Ordinary Shares at an exercise price of US$11.50, which were issued onOctober1, 2024 (the “Closing Date”) in exchange for the public warrants of ExcelFin Acquisition Corp. (“ExcelFin”) that wereissued in the initial public offering of ExcelFin (the “Public Warrants” or “Warrants”). This prospectus also relates to the potential offer and sale from time to time by the selling securityholders named in thisprospectus or their pledgees, donees, transferees, assignees or other successors in interest (that receive any of the securities as agift, distribution, or other non-sale related transfer) (collectively, the “Selling Securityholders”) of up to 34,415,562 OrdinaryShares, including (1)27,463,627 issued and outstanding Ordinary Shares held by 16 shareholders of Betters Medical InvestmentHoldings Limited (“Betters Medical”), which were issued to Betters Medical in connection with the Business Combinationvalued at US$10.20 per share and distributed to the existing shareholders of Betters Medical as a stock dividend through a prorata distribution in proportion to Betters Medical’s shareholding structure (the “Pro Rata Distribution”) on June 25, 2025; suchshares, taking into account the Business Combination, would be deemed as acquired by such shareholders (other than ourfounder) at a price ranging from approximately RMB1.4 to RMB33.6 per share; see “Selling Shareholders” for details;(2)6,028,406 issued and outstanding Ordinary Shares issued to ExcelFin SPAC LLC (the “Sponsor”) and certain othershareholders of ExcelFin (the “Sponsor Shares”), comprising (x) 5,750,000 Ordinary Shares exchanged from 5,750,000ExcelFin ClassA Common Stock purchased by the Sponsor at a price of approximately US$0.004 per share; and (y) 278,406Ordinary Shares converted from the aggregate outstanding balance of certain working capital loans provided to ExcelFin by theSponsor and its affiliates at a conversion price of US$10.20 per share; (3)50,000 issued and outstanding Ordinary Sharescurrently held by J.V.B. Financial Group, LLC (“Cohen”), which were issued to Cohen valued at US$10.00 per share; (4) up to290,000 Ordinary Shares by Grand Fortune Capital, LLC (“GFC”) upon conversion of 290,000 issued and outstanding Series AConvertible Preferred Shares (the “GFC Shares”) acquired by GFC in a private placement concurrently with the closing of theBusiness Combination at US$10.00 per share in accordance with the Amended and Restated Articles of Association of BairdMedical; and (5) 583,529 issued and outstanding Ordinary Shares currently held by Grand Fortune Capital (H.K.) CompanyLimited (“Grand Fortune”), which were issued to Grand Fortune valued at US$6.75 per share. The securities registered herein are identified in this prospectus as the Registered Securities. We are registering the offerand sale of the Registered Securities, in part, to satisfy certain registration rights we have granted. The Selling Securityholdersmay offer all or part of the Registered Securities for resale from time to time through public or private transactions, at eitherprevailing market prices or at privately negotiated prices. The Registered Securities are being registered to permit the SellingSecurityholders to sell securities from time to time, in amounts, at prices and on terms determined at the time of offering. TheSelling Securityholders may sell the Registered Securities through ordinary brokerage transactions, in underwritten offerings,directly to market makers of our securities or through any other means described in the section entitled “Plan of Distribution”herein.In connection with any sales of the Registered Securities offered hereunder,the Selling Securityholders,anyunderwriters, agents, brokers or dealers participating in such sales may be deemed to be “underwriters” within the meaning ofthe Securities Act of 1933, as amended. Subject to the lock-up restrictions described in this prospectus under the section titled “Plan of Distribution,” and assumingthe Earnout Shares will be vested, the Selling Securityholders can sell, under this prospectus, up to 34,415,562 Ordinary Sharesconstituting (on a post-exercise basis) approximately 70.9% of our issued and outstanding Ordinary Shares as of December 4,2025 (assuming the exercise of all of our outstanding Warrants and full conversion of GFC Shares into 290,000 OrdinaryShares). Despite a potential decline in the public trading price of the Ordinary Shares, certain Selling Securityholders may stillexperience a positive rate of return on th