浩希健康科技美股招股说明书(2026-01-23版)

Haoxi Health Technology Limited We have entered into a sales agreement (the “Sales Agreement”) with Aegis Capital Corp. (“Aegis” or the “Sales Agent”), datedJanuary 23, 2026, relating to the sale of our Class A ordinary shares, par value $0.0025 per share (“Class A Ordinary Shares”), offeredby this prospectus supplement and the accompanying prospectus. In accordance with the terms of the Sales Agreement, we may offer Sales of our Class A Ordinary Shares, if any, under this prospectus supplement may be made in sales deemed to be “at the marketofferings” as defined in Rule 415 promulgated under the Securities Act of 1933, as amended (the “Securities Act”). The Sales Agent isnot required to sell any specific number or dollar amount of securities, but will act as a sales agent using commercially reasonable The Sales Agent will be entitled to compensation at a commission rate of 2.5% of the gross sales price per share sold pursuant to theterms of the Sales Agreement. See “Plan of Distribution” beginning on page S-13 for additional information regarding thecompensation to be paid to the Sales Agent in connection with the sale of the Class A Ordinary Shares on our behalf, the Sales Agent.will be deemed to be an “underwriter” within the meaning of the Securities Act, and the compensation of the Sales Agent will be The Class A Ordinary Shares are listed on the Nasdaq Capital Market under the symbol “HAO.” On January 20, 2026, the last reportedsale price of the Class A Ordinary Shares on the Nasdaq Capital Market was $1.56 per share. The aggregate market value of our outstanding voting and non-voting common equities held by non-affiliates was approximately$93.66 million based on 58,538,638 Class A Ordinary Shares held by non-affiliates and a price per share of $1.60, the closing price of Investing in the Class A Ordinary Shares involves risk. See “Risk Factors” beginning on page S-7 of this prospectussupplement and in the documents incorporated by reference into this prospectus supplement and the accompanying Neither the U.S. Securities and Exchange Commission nor any state or other foreign securities commission has approved ordisapproved of these securities or determined if this prospectus supplement is truthful or complete. Any representation to the We are a holding company incorporated in the Cayman Islands with no material operations of our own and we are not a Chineseoperating company. Our operations are conducted in China through our wholly owned indirect PRC subsidiary, Beijing Haoxi DigitalTechnology Co., Ltd. (“Haoxi Beijing”). The securities being offered hereunder are those of the offshore holding company in theCayman Islands, instead of securities of the operating entity in China. Therefore, you will not directly hold any equity interests in theoperating entity. We are subject to certain legal and operational risks associated with business operations of Haoxi Beijing in Chinaand the Chinese regulatory authorities could disallow our corporate structure, which could cause the value of our securities tosignificantly decline or become worthless. For more details, see “Item 3. Key Information—D.Risk Factors—Risks Related to DoingBusiness in China—Substantial uncertainties exist with respect to the interpretation and implementation of the PRC ForeignInvestment Law and its Implementation Rules and how they may impact the viability of our current corporate structure, corporategovernance and business operations;” “—The CSRC has promulgated Overseas Listing Trial Measures on February 17, 2023. Thisoffering will be determined to be an indirect overseas offering and is, therefore, subject to the CSRC filing procedures, which couldsignificantly limit or completely hinder our ability to offer or continue to offer our Class A Ordinary Shares to investors and couldcause the value of our Class A Ordinary Shares to significantly decline or become worthless;” and “—Any requirement to obtain priorapproval under the M&A Rules and/or any other regulations promulgated by relevant PRC regulatory agencies in the future could limit On March 15, 2019, the PRC National People’s Congress approved the PRC Foreign Investment Law, which came into effect onJanuary 1, 2020 and replaced the trio of existing laws regulating foreign investment in China, namely, the Sino-foreign Equity JointVenture Enterprise Law, the Sino-foreign Cooperative Joint Venture Enterprise Law, and the Wholly Foreign-invested Enterprise Law,together with their implementation rules and ancillary regulations. On December 26, 2019, the PRC State Council approved theImplementation Rules of Foreign Investment Law, which came into effect on January 1, 2020. Since the PRC Foreign Investment Lawis relatively new, substantial uncertainties exist with respect to its interpretation and implementation. Under the PRC ForeignInvestment Law, “foreign investment” refers to the investment activities directly or indirectly conducted by foreign individuals,enterprises or oth