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虎虎科技美股招股说明书(2026-03-30版)

2026-03-30 美股招股说明书 曾阿牛
报告封面

(To the Prospectus Dated November 19, 2025) Up to 520,000 Ordinary SharesPre-Funded Warrants to Purchase up to 2,080,000 Ordinary SharesUp to 2,080,000 Ordinary Shares issuable upon exercise of Pre-Funded Warrants HUHUTECH INTERNATIONAL GROUP INC. This is an offering of the securities of HUHUTECH International Group Inc. (the “Company”, “we”, “our”, “us”), an exemptedcompany with limited liability incorporated under the laws of the Cayman Islands. This is a direct offering of (i) 520,000 ordinaryshares (the “Shares”) of the Company, par value $0.0000025 per share (the “Ordinary Shares”) and (ii) pre-funded warrants (the “Pre-Funded Warrants”) to purchase an aggregate of up to 2,080,000 ordinary shares (and the shares that are issuable from time to timeupon exercise of the Pre-Funded Warrants (the “Pre-Funded Warrant Shares”)), pursuant to a Securities Purchase Agreement, dated asof March 26, 2026, between the Company and the purchasers identified on the signature pages thereto. The purchase price of eachShare is $1.50. The purchase price of each Pre-Funded Warrant equals the per Share purchase price less the exercise price of$0.0000025 per Pre-Funded Warrant Share. Each Pre-Funded Warrant is exercisable immediately and will expire when exercised infull. A holder may not exercise any Pre-Funded Warrant to the extent that such holder, together with its affiliates, would beneficiallyown in excess of 4.99% (or, at the election of the holder, 9.99%) of the number of ordinary shares outstanding immediately aftergiving effect to such exercise. This offering is being made directly to investors without a placement agent or underwriter. Our Ordinary Shares are traded on the Nasdaq Capital Market under the symbol “HUHU.” On March 26, 2026, the closing price ofour Ordinary Shares as reported by the Nasdaq Capital Market was $7.00. During the year immediately prior to the date of thisprospectus supplement, the high and low closing prices were US$11.70 and US$3.02 per Ordinary Share, respectively. We haverecently experienced price volatility in our share price. See related risk factors in the “Risk Factors” section as set forth in our mostrecent annual report on Form 20-F filed with the SEC on April 29, 2025 (the “2024 Annual Report”) and the prospectus filed onNovember 19, 2025 (the “Prospectus”). As of the date of this prospectus supplement, we had 25,493,749 Ordinary Shares issued and outstanding. The aggregate market valueof our outstanding Ordinary Shares held by non-affiliates or public float was approximately $81,358,863, which was calculated basedon 6,953,749 Ordinary Shares held by non-affiliates and the per share price of $11.70, which was the highest reported closing price ofour Ordinary Shares on Nasdaq on December 12, 2025. Any proceeds from the sale of our Ordinary Shares offered by us will be available for our immediate use, despite uncertainty aboutwhether we would be able to use such funds to effectively implement our business plan. See “Risk Factors” on page S-10for moreinformation. Unless otherwise specified in an applicable prospectus supplement, our share purchase contracts, share purchase units, warrants, debtsecurities, rights and units will not be listed on any securities or stock exchange or on any automated dealer quotation system. Investors are cautioned that you are not buying shares of a China-based operating company but instead are buying shares of ashell company issuer that operates through its subsidiaries. Unless otherwise stated, as used in this prospectus, the terms “HUHUTECH,” “we,” “us,” “our Company,” and the “Company” referto HUHUTECH International Group Inc., an exempted company with limited liability incorporated under the laws of the CaymanIslands; “WFOE” refers to Wuxi Xinwu District Jianmeng Electromechanical Technology Co., Limited, a wholly foreign-ownedenterprise organized under the laws of the PRC and a wholly owned subsidiary of HUHU HK; “HUHU China” refers to Jiangsu HuhuElectromechanical Technology Co., Ltd., a limited liability company organized under the laws of the PRC and a wholly ownedsubsidiary of WFOE; “HUHU HK” refers to HUHUTECH (HK) Limited, a company limited by shares incorporated in Hong Kongand a wholly owned subsidiary of HUHUTECH; and “HUHU Japan” refers to HUHU Technology Co., Ltd., a limited companyincorporated under the laws of Japan and a wholly owned subsidiary of HUHUTECH; “HUHU USA” refers to a corporationincorporated in the state of Arizona, and a wholly-owned subsidiary of HUHUTECH; and “HUHU Deutschland” refers to Germancompany and a wholly-owned subsidiary of HUHUTECH. Unless the context otherwise requires, references to “China” or the “PRC”are to the People’s Republic of China, excluding Taiwan and the special administrative regions of Hong Kong and Macau for purposesof this prospectus only. HUHUTECH International Group Inc. is an exempted company incorporated under the laws of the Cayman Islands on July 8, 2021.We function primarily