宝盛美股招股说明书(2026-07-13版)

Baosheng Media Group Holdings Limited Up to US$30,000,000 of Ordinary Shares This prospectus supplement relates to the issuance and sale of (i)up to US$30,000,000 of ordinary shares (the “Ordinary Shares”) ofBaosheng Media Group Holdings Limited, par value US$0.0096 per share (the “Purchase Shares”) that we may sell to High West Partners LLC(“HW”), from time to time pursuant to a securities purchase agreement, dated July10, 2026 (the “Purchase Agreement”), entered between us and HW,and (ii)an additional US$300,000 of Ordinary Shares being issued to HW as commitment shares under the Purchase Agreement. See “HWTransaction” for a description of the Purchase Agreement and additional information regarding HW. HW is an “underwriter” within the meaning ofSection2(a)(11) of the Securities Act of 1933, as amended (the “Securities Act”). The purchase price for the Purchase Shares will be based upon formulas set forth in the Purchase Agreement. We will pay the expensesincurred in registering the Ordinary Shares sold under the Purchase Agreement, including legal and accounting fees. See “Plan of Distribution” formore information. We are an “emerging growth company” as defined in the Jumpstart Our Business Act of 2012, as amended, and, as such, will be subject toreduced public company reporting requirements. Unless otherwise stated, as used in this prospectus supplement, the terms (i)“we,” “us,” “our,” or the “Company” refer to Baosheng MediaGroup Holdings Limited, a Cayman Islands exempted company with limited liability, (ii)“our subsidiaries” or “the subsidiaries” refer to theCompany’s direct and indirect subsidiaries, and (iii)“operating entities” refer to the Company’s subsidiaries with business activities, namely BeijingBaosheng Technology Company Limited (“Beijing Baosheng”), Horgos Baosheng Advertising Company Limited (“Horgos Baosheng”), BaoshengTechnology (Horgos) Company Limited (“Baosheng Technology”), Kashi Baosheng Information Technology Company Limited (“Kashi Baosheng”),Beijing Baosheng Network Technology Co.,Ltd. (“Baosheng Network”) and Beijing Xunhuo E-commerce Co.,Ltd. (“Beijing Xunhuo”); all arelimited liability companies established in the People’s Republic of China (the “PRC” or “China”) and our indirect wholly owned subsidiaries. We are a holding company incorporated in the Cayman Islands and not a Chinese operating company. As a holding company with nooperations of our own, we conduct our operations through the operating entities in China, and this structure involves unique risks to investors. Wehave not adopted a variable interest entity (the “VIE”) structure. Investors in our securities are not purchasing equity interests in our subsidiaries butinstead are purchasing equity interests in the Cayman Islands holding company. Therefore, investors will not directly hold any equity interests in ouroperating companies. The Chinese regulatory authorities could disallow our corporate structure, which would likely result in a material change in ouroperations and/or a material change in the value of our securities, including that it could cause the value of such securities to significantly decline orbecome worthless. For risks facing our Company and this offering as a result of our organizational structure, see “Item 3. Key Information—D. RiskFactors—Risks Related to Doing Business in China” in our annual report on Form20-F for the fiscal year ended December31, 2025. We are subject to certain legal and operational risks associated with being based in China, which could cause the value of our securities tobecome worthless. PRC laws and regulations governing our current business operations are sometimes vague and uncertain, and as a result these risksmay result in material changes in the operations of the PRC subsidiaries, significant depreciation of the value of our Ordinary Shares, or a completehindrance of our ability to offer, or continue to offer, our securities to investors. Recently, the PRC government adopted a series of regulatory actionsand issued statements to regulate business operations in China with little advance notice, including cracking down on illegal activities in the securitiesmarket, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement. As of the dateof this prospectus supplement, neither we nor our subsidiaries have been involved in any investigations on cybersecurity review initiated by any PRCregulatory authority, nor has any of them received any inquiry, notice, or sanction.According to the opinion of our PRC counsel —ANLI Partners LawOffices,LLP(Tianjin)—the current and effective "Measures for Cybersecurity Review" that took effect on February 15,2022, the "Provisions onPromoting and Regulating Cross-border Data Flow" that took effect on March 22,2024, and the "Regulations on Network Data Security Management"that took effect on January 1, 2025—particularly Article 5(4) of the "Provisions on Promoting and