Health In Tech Inc-A美股招股说明书(2026-07-30版)

$300,000,000 Common StockPreferred StockWarrantsDebt SecuritiesSubscription RightsUnits We may offer and sell, from time to time in one or more offerings, any combination of our (i) common stock, which we may issue inone or more series, (ii) preferred stock, (iii) warrants, (iv) senior or subordinated debt securities, (v) subscription rights and (vi) units.The aggregate public offering price of the securities that we may offer will not exceed $300 million. The debt securities may consist ofdebentures, notes, or other types of debt. The debt securities, preferred stock, warrants and subscription rights may be convertible into,or exercisable or exchangeable for, common or preferred stock or other securities of ours. The units may consist of any combination ofthe securities listed above. When we decide to sell a particular class or series of securities, we will provide specific terms of the offeredsecurities in a prospectus supplement. The prospectus supplement may also add, update or change information contained in or incorporated by reference into this prospectus.However, no prospectus supplement shall offer a security that is not registered and described in this prospectus at the time of itseffectiveness.You should read this prospectus and any prospectus supplement, as well as the documents incorporated by reference ordeemed to be incorporated by reference into this prospectus, carefully before you invest. This prospectus may not be used to offer orsell our securities unless accompanied by a prospectus supplement relating to the offered securities. Our Class A common stock, par value $0.001 per share (“Class A Common Stock”) is listed on the Nasdaq Capital Market under thesymbol “HIT.” On July 28, 2026, the last reported sale price of our Class A Common Stock was $1.07. We have no preferred stock,warrants, debt securities, subscription rights or units listed on any market. Each prospectus supplement will contain information, whereapplicable, as to our listing on the Nasdaq Capital Market or on any other securities exchange of the securities covered by theprospectus supplement. As of July 29, 2026, and pursuant to Instruction I.B.1 of Form S-3, the aggregate market value of our outstanding Class A CommonStock held by non-affiliates, or public float, was approximately $23.3 million, based on 53,834,658 shares of Class A Common Stockoutstanding, of which 33,233,422 shares were held by affiliates, and a price of $1.13 per share, which was the closing price of ourClass A Common Stock as quoted by the Nasdaq Capital Market on July 22, 2026, a date within 60 days prior to the date of this filing.Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sell securities registered on this registration statement, of whichthis prospectus and any applicable prospectus supplement accompanying this prospectus form a part, in a public primary offering witha value exceeding more than one-third of our public float in any 12-month period so long as our public float remains below $75million (the “Baby Shelf Limitation”). After giving effect to the Baby Shelf Limitation and the current public float of our Class ACommon Stock, we currently may offer and sell shares of our Class A Common Stock having an aggregate offering price of up toapproximately $7.8 million. In the event that subsequent to the effective date of this registration statement, the aggregate market valueof our outstanding Class A Common Stock held by non-affiliates equals or exceeds $75 million, then the Baby Shelf Limitation shallnot apply to additional sales made pursuant to this registration statement. As of July 29, 2026, we have not sold any securities pursuantto General Instruction I.B.6 of Form S-3 during the prior 12-calendar-month period that ends on and includes the date of thisprospectus. These securities may be sold directly by us, through dealers or agents designated from time to time, to or through underwriters orthrough a combination of these methods. See “Plan of Distribution” in this prospectus. We may also describe the plan of distributionfor any particular offering of our securities in a prospectus supplement. If any agents, underwriters or dealers are involved in the saleof any securities in respect of which this prospectus is being delivered, we will disclose their names and the nature of our arrangementswith them in a prospectus supplement. The net proceeds we expect to receive from any such sale will also be included in a prospectussupplement. An investment in our securities involves a high degree of risk. See the sections entitled “Risk Factors” in our most recentAnnual Report on Form 10-K and in any Quarterly Report on Form 10-Q, as well as in any prospectus supplement related tothese specific offerings. We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You shouldread the entire prospectus and any amendments or supplements carefully before you make your inve