Helport AI Ltd美股招股说明书(2026-07-10版)

Up to $9,550,000 of Ordinary Shares Helport AI Limited Helport AI Limited, a business company formed in the British Virgin Islands with limited liability (the “Company,” “we,” “our,” and“us”) has entered into an at-the-market issuance sales agreement, dated July 10, 2026 (the “ATM Agreement”) with Lake StreetCapital Markets, LLC (“Lake Street”), relating to ordinary shares offered by this prospectus supplement and accompanyingprospectus. In accordance with the terms of the ATM Agreement, we may from time to time offer and sell ordinary shares, par value$0.0001 per share (“Ordinary Shares”), having an aggregate offering price of up to $9,550,000 through Lake Street, acting as our salesagent. This prospectus supplement should be read in conjunction with the accompanying base prospectus, and is qualified by referencethereto, except to the extent that the information herein amends or supersedes the information contained in the accompanying baseprospectus. This prospectus supplement is not complete without, and may only be delivered or utilized in connection with, theaccompanying base prospectus, and any future amendments or supplements thereto. Our Ordinary Shares are listed on The Nasdaq Capital Market under the symbol “HPAI.” The last reported sale price of our OrdinaryShares on July 9, 2026 was $0.65 per share. As of July 10, 2026, the aggregate market value of our outstanding Ordinary Shares held by non-affiliates was approximately $28.65million, which was calculated based on 37,646,910 Ordinary Shares outstanding, of which 20,177,224 shares were held by non-affiliates, and a price per share of $1.42 based upon the closing price of our Ordinary Shares on The Nasdaq Capital Market on May13, 2026. We have not sold any securities pursuant to General Instruction I.B.5 of Form F-3 during the prior 12-calendar month periodthat ends on and includes the date of this prospectus supplement (excluding this offering). Accordingly, based on the foregoing, we arecurrently eligible under General Instruction I.B.5 of Form F-3 to offer and sell Ordinary Shares having an aggregate offering price ofup to approximately $9,550,000. Pursuant to General Instruction I.B.5 of Form F-3, in no event will we sell securities registered on theregistration statement, of which this prospectus supplement is a part, in a public primary offering with a value exceeding more thanone-third of our public float in any 12-month period so long as our public float remains below $75.0 million. Sales of our Ordinary Shares, if any, under this prospectus supplement and the accompanying prospectus will be made in sales deemedto be “at the market” equity offerings as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended (the“Securities Act”), including sales made directly on or through The Nasdaq Capital Market, the existing trading market for ourOrdinary Shares, or any other existing trading market for our Ordinary Shares. Lake Street is not required to sell any specific numberor dollar amount of securities, but will act as a sales agent using commercially reasonable efforts consistent with its normal trading andsales practices on mutually agreed terms between Lake Street and us. There is no arrangement for funds to be received in any escrow,trust or similar arrangement. The compensation to Lake Street for sales of Ordinary Shares sold pursuant to the ATM Agreement will be an amount up to 3.0% ofthe gross proceeds of any Ordinary Shares sold under the ATM Agreement. In connection with the sale of the Ordinary Shares on ourbehalf, Lake Street will be deemed to be an “underwriter” within the meaning of the Securities Act and the compensation paid to LakeStreet will be deemed to be underwriting commissions or discounts. We have also agreed to provide indemnification and contributionto Lake Street with respect to certain liabilities, including liabilities under the Securities Act and the Securities Exchange Act of 1934,as amended (the “Exchange Act”). See section titled “Plan of Distribution” on page S-19 of this prospectus supplement for additionalinformation regarding the compensation to be paid to Lake Street. Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties describedunder theheading“Risk Factors”on page S-4 of this prospectus supplement,the accompanying prospectus,in theaccompanyingbase prospectus,and in the other documents that are incorporated by reference into this prospectussupplement. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or determined if this prospectus supplement and the accompanying prospectus are truthful or complete. Anyrepresentation to the contrary is a criminal offense. Lake Street The date of this prospectus supplement is July 10, 2026. TABLE OF CONTENTS PageABOUT THIS PROSPECTUS SUPPLEMENTS-iiPROSPECTUS SUPPLEMENT SUMMARYS-1THE OFFERINGS-3RI