SS Innovations International Inc 美股招股说明书（2026年5月20日版）

PROSPECTUS 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 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 with 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 discount 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 selling 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, 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 deemed No securities may be sold without delivery of this prospectus and, if necessary, the applicable prospectus supplement describing the 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 andoutstanding common stock. In addition, he beneficially owns all the outstanding shares of our Series A Non-Convertible PreferredStock (the “Series A Preferred Shares”), which votes together with the common stock as a single class and affords the holder 51% of Although eligible, we have elected not to take advantage of Nasdaq’s controlled company governance exemptions applicable to thecomposition of our board of directors and compensation and nominating and corporate governance committees. Our principal executive offices are located at 404-405, 3rd Haryana 122016, India. Our telephone number is +91 73375 53469.INVESTING IN OUR SECURITIES INVOLVES RISKS. SEE THE “RISK FACTORS” SECTION ON PAGE 3 OF THIS PROSPECTUS AND ANY SIMILAR SECTION CONTAINED IN THE APPLICABLE PROSPECTUS SUPPLEMENT AND We are a “smaller reporting company” as defined under the federal securities laws and, under applicable rules of the Securities andExchange Commission, we have elected to comply with certain reduced public company reporting and disclosure requirements. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. The date of this prospectus is May 18, 2026. ABOUT THIS PROSPECTUS This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission (the