SS Innovations International Inc美股招股说明书(2026-05-20版)

$150,000,000 ofShares of Common StockShares of Preferred StockWarrantsRightsUnitsDebt SecuritiesOffered by the Company This prospectus relates to the offer and sale of up to $150,000,000 in the aggregate of the securities identified above from time to timein one or more offerings.The selling shareholders identified in this prospectus, and as may be identified in any supplement to thisprospectus, may offer and sell from time to time up to 5,016,500 shares of our common stock, par value $0.0001 (the “Shares”). TheShares comprise (i) 4,474,833 Shares issued in a private offering exempt from the registration requirements of the Securities Act of1933, as amended (the “Securities Act”) pursuant to the exemptions afforded by Section 4(a) thereof and Rule 506(b) of Regulation Dthereunder, consummated on March 6, 2026 (the “Private Placement”); (ii) 41,667 Shares issuable upon the exercise of warrants (the“RCP Warrants”) issued to a FINRA member firm, as compensation (together with a commission of $175,000) for assisting with theinvestment in the Private Placement by one investor; and (iii) 500,000 Shares issuable upon the exercise of warrants (the “HCWWarrants”) issued to three designees of a FINRA member firm in connection with the termination of a right of first refusal granted tosuch firm. Each time we or the selling shareholders offer(s) and sell(s) securities, we or such selling shareholders will provide a supplement tothis prospectus that contains specific information about the offering and, if applicable, the selling shareholders, as well as the amounts,prices and terms of the securities. The supplement may also add, update or change information contained in this prospectus withrespect to that offering. You should carefully read this prospectus and the applicable prospectus supplement before you invest in any ofour securities. We may offer and sell the securities described in this prospectus and any prospectus supplement to or through one or moreunderwriters, dealers and agents, or directly to purchasers, or through a combination of these methods. If any underwriters, dealers, oragents are involved in the sale of any of the securities, their names and any applicable purchase price, fee, commission, or discountarrangement between or among them will be set forth, or will be calculable from the information set forth, in the applicable prospectussupplement. See the sections of this prospectus entitled “About this Prospectus” and “Plan of Distribution” for more information. In addition, the selling shareholders may sell the Shares at market prices prevailing at the times of sale, prices related to the prevailingmarket prices or negotiated prices. The selling shareholders may offer the Shares to or through underwriters, dealers or other agents,directly to investors or through any other manner permitted by law, on a continued or delayed basis. We will bear all costs, expensesand fees in connection with the registration of the securities offered by this prospectus, including the Shares, and the sellingshareholders will bear all incremental selling expenses, including commissions and discounts, brokerage fees and other similar sellingexpenses they incur in sale of the Shares. See “Plan of Distribution.” We will not receive any proceeds from the sale of the Shares by the selling shareholders. If and when the RPC Warrants and the HCWWarrants are exercised, we will receive their respective exercise prices of $3.45 and $8.89 per Share. The registration of the securitiescovered by this prospectus does not necessarily mean that any of these securities will be offered or sold by us or the sellingshareholders. The timing and amount of any sale of the selling shareholder Shares is within the selling shareholders’ sole discretion,subject to certain restrictions. To the extent that such selling shareholders sell any securities, such holder may be required to provideyou with this prospectus identifying and containing specific information about the selling shareholders and the terms of the securitiesbeing offered. The selling shareholders and intermediaries through whom the securities are sold may be deemed “underwriters” within the meaningof the Securities Act, with respect to Shares offered by them hereby, and any profits realized or commissions received may be deemedunderwriting compensation. No securities may be sold without delivery of this prospectus and, if necessary, the applicable prospectus supplement describing themethod and terms of the offering of such securities. Our common stock is listed on the Nasdaq Capital Market (“Nasdaq”) under the ticker symbol “SSII.” On May 18, 2026, the closingprice of our common stock as reported on Nasdaq was $4.00 per share. As of the date of this prospectus, Dr. Sudhir Srivastava, our Chairman of the board of directors and Chief Executive Officer, throughhis Bahamian holding company, Sushruta Pvt Ltd. (“Sushruta”), beneficially owns approximately 55.84% of our issued andoutst