424B4 1 ea131715-424b4_orientalcult.htm PROSPECTUS SUPPLEMENT PROSPECTUSFiled pursuant to Rule 424(b)(4)Registration No. 333-234654 5,065,000 Ordinary Shares Oriental Culture Holding LTD This is the initial public offering of our ordinary shares. We are offering 5,065,000 ordinary shares. The initial public offering price of the shares is $4.00 per share. Prior to this offering, there has been no public market for our ordinary shares. Our ordinary shares have been approved to list on the NASDAQ Capital Market, or NASDAQ, under the symbol “OCG”. We are an “emerging growth company,” as that term is used in the Jumpstart Our Business Startups Act of 2012, and will be subject to reduced public company reporting requirements. Investing in our ordinary shares is highly speculative and involves a significant degree of risk. See “Risk Factors” beginning on page 13 of this prospectus for a discussion of information that should be considered before making a decision to purchase our ordinary shares. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. Per Share Total Initial public offering price $4.00 $20,260,000 Underwriting discounts and commissions(1) $0.28 $1,418,200 Proceeds to us, before expenses $3.72 $18,841,800 (1)The underwriters will receive compensation in addition to such discounts and commissions as set forth under “Underwriting.” We have granted the underwriters a 45-day option to purchase up to an additional 759,750 ordinary shares at the initial public offering price, less the underwriting discounts and commissions, to cover any over-allotments. We have agreed to issue, on the closing date of this offering, the underwriters’ warrants to the representative of the underwriters, ViewTrade Securities, Inc., to purchase an amount equal to 8% of the aggregate number of ordinary shares sold by us in this offering, including any ordinary shares that may be issued pursuant to exercise of the underwriters’ over-allotment option. For a description of other terms of the underwriters’ warrants and a description of the other compensation to be received by the underwriters, see “Underwriting.” The underwriters expect to deliver the ordinary shares against payment as set forth under “Underwriting”, on or about December 17, 2020. VIEWTRADE SECURITIES, INC. The date of this prospectus is December 14, 2020. TABLE OF CONTENTSPagePROSPECTUS SUMMARY1RISK FACTORS13SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS42USE OF PROCEEDS43DIVIDEND POLICY44CAPITALIZATION45DILUTION46EXCHANGE RATE INFORMATION47ENFORCEABILITY OF CIVIL LIABILITIES48CORPORATE HISTORY AND STRUCTURE49SELECTED CONSOLIDATED FINANCIAL AND OPERATING DATA56MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS57OUR INDUSTRY76BUSINESS83MANAGEMENT104PRINCIPAL SHAREHOLDERS108RELATED PARTY TRANSACTIONS109DESCRIPTION OF SHARE CAPITAL112SHARES ELIGIBLE FOR FUTURE SALE117TAXATION119UNDERWRITING126EXPENSES RELATING TO THIS OFFERING133LEGAL MATTERS133EXPERTS133WHERE YOU CAN FIND ADDITIONAL INFORMATION133INDEX TO CONSOLIDATED FINANCIAL STATEMENTSF-1 You should rely only on the information contained in this prospectus and in any related free-writing prospectus. We have not authorized anyone to provide you with information different from that contained in this prospectus or any free-writing prospectus. We are offering to sell, and seeking offers to buy, the ordinary shares only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is current only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of the ordinary shares. For investors outside the United States: Neither we nor the underwriters have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction, other than the United States, where action for that purpose is required. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the ordinary shares and the distribution of this prospectus outside the United States. We were incorporated under the laws of the Cayman Islands as an exempted company with limited shares and a majority of our outstanding securities are owned by non-U.S. residents. Under the rules of the SEC, we currently qualify for treatment as a “foreign private issuer.” As a foreign private issuer, we will not be required to file periodic reports and financial statements with the SEC as frequently or as promptly as domestic reg