浩希健康科技美股招股说明书(2026-07-13版)

300,000 Class A Ordinary SharesUp to 9,700,000 Class A Ordinary Shares Underlying the 9,700,000 Pre-Funded Warrants Haoxi Health Technology Limited We are offering 300,000 Class A ordinary shares, par value $0.32 per share (“Class A Ordinary Shares”) at an offering price of $0.40per share, and 9,700,000 pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 9,700,000 Class A Ordinary Shares (the“Warrant Shares”), pursuant to this prospectus supplement and the accompanying prospectus for gross proceeds of up to $4,000,000,assuming the full exercise of the Pre-Funded Warrants. The purchase price for each Pre-Funded Warrant is equal to the public offeringprice for the Class A Shares less the $0.33 per share exercise price of each such Pre-Funded Warrant which is $0.0.7. Each Pre-FundedWarrant will be exercisable upon issuance and will not expire prior to exercise. We have engaged Univest Securities, LLC to act as our exclusive placement agent in connection with this offering (the “placementagent”). The placement agent has agreed to use its best efforts to arrange for the sale of the securities offered by this prospectussupplement. The placement agent is not purchasing or selling any of the securities we are offering and the placement agent is notrequired to arrange the purchase or sale of any specific number or dollar amount of securities. We have agreed to pay to the placementagent the placement agent fees as set forth herein, which assumes that we sell all of the securities offered by this prospectussupplement. There is no arrangement for funds to be received in escrow, trust or similar arrangement. See “Plan of Distribution” onpage S-15 of this prospectus supplement for more information regarding these arrangements. The Class A Ordinary Shares are listed on the Nasdaq Capital Market under the symbol “HAO.” On July 10, 2026, the last reportedsale price of the Class A Ordinary Shares on the Nasdaq Capital Market was $0.359 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 ofour Class A Ordinary Shares on January 13, 2026. Therefore, as of the date of this prospectus supplement, we are not subject to thelimitations as set forth in General Instruction I.B.5 of Form F-3. Investing in our 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 accompanyingprospectus for a discussion of information that should be considered in connection with an investment in the Class A OrdinaryShares. 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 thecontrary is a criminal offense. 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 limitor delay our offering and failure to obtain any such approvals, if required, could have a material adverse effect on our b