424B7 1 opra20230927_424b7.htm FORM 424B7 Filed Pursuant to Rule 424(b)(7)Registration No. 333-273242 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not offers to sell nor do they seek offers to buy these securities in any jurisdiction where the offer or sale is not permitted. Subject to Completion. Dated September 27, 2023 PROSPECTUS SUPPLEMENT(To Prospectus Dated September 25, 2023) 6,876,506 American Depositary Shares Opera Limited Representing 13,753,012 Shares This is an offering of an aggregate of 6,876,506 American Depositary Shares, or ADSs. The selling securityholder identified in this prospectus is offering 6,876,506 ADSs. The underwriters have an option to purchase up to an aggregate of 1,031,476 additional ADSs from us, at the public offering price, less underwriting discounts and commissions, within 30 days of the date of this prospectus supplement. Each ADS represents two ordinary shares, par value $0.0001 per share, of Opera Limited. We will not receive any proceeds from the sale of ADSs by the selling securityholder. The ADSs are listed on the Nasdaq Global Select Market under the symbol “OPRA.” On September 26, 2023, the reported last sale price for the ADSs was $14.05 per ADS. Investing in the ADSs involves risks. See “Risk Factors” beginning on page S-9 of this prospectus supplement and those included in the documents incorporated by reference in this prospectus supplement and the accompanying prospectus to read about factors you should consider before buying the ADSs. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Per ADS Total Public offering price$ $ Underwriting discounts and commissions payable by us(1)(2)$ $ Underwriting discounts and commissions payable by the selling securityholder(1)$ $ Proceeds to Opera Limited (before expenses)(2)$ $ Proceeds to the selling securityholder (before expenses)$ $ (1)For a description of compensation payable to the underwriters, see “Underwriting.”(2)Assumes exercise in full of the underwriters' option to purchase 1,031,476 additional ADSs from us. The underwriters expect to deliver the ADSs against payment in New York, New York on or about , 2023. Citigroup Goldman Sachs & Co. LLCTD Cowen CICC Lake Street Prospectus Supplement dated , 2023 Table of Contents TABLE OF CONTENTS PROSPECTUS SUPPLEMENT Page ABOUT THIS PROSPECTUS SUPPLEMENTS-1PROSPECTUS SUPPLEMENT SUMMARYS-2THE OFFERINGS-5SUMMARY CONSOLIDATED FINANCIAL AND OPERATING DATAS-6RISK FACTORSS-9SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSS-15USE OF PROCEEDSS-16DIVIDEND POLICYS-17SELLING SECURITYHOLDERS-18CAPITALIZATIONS-19DILUTIONS-20TAXATIONS-21UNDERWRITINGS-27WHERE YOU CAN FIND ADDITIONAL INFORMATIONS-33INCORPORATION OF DOCUMENTS BY REFERENCES-34LEGAL MATTERSS-36EXPERTSS-37 PROSPECTUS ABOUT THIS PROSPECTUS1WHERE YOU CAN FIND MORE INFORMATION ABOUT US2INCORPORATION OF DOCUMENTS BY REFERENCE3SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS4OUR COMPANY6 RECENT DEVELOPMENTS7RISK FACTORS12OFFER STATISTICS AND EXPECTED TIMETABLE13CAPITALIZATION14DILUTION15USE OF PROCEEDS16ENFORCEABILITY OF CIVIL LIABILITIES17TAXATION19DESCRIPTION OF THE SECURITIES20DESCRIPTION OF SHARE CAPITAL21DESCRIPTION OF ORDINARY SHARES30DESCRIPTION OF AMERICAN DEPOSITARY SHARES31DESCRIPTION OF OUR PREFERRED SHARES39DESCRIPTION OF DEBT SECURITIES40DESCRIPTION OF WARRANTS43SELLING SECURITYHOLDER46PLAN OF DISTRIBUTION47LEGAL MATTERS50EXPERTS51INDEX TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTSF-1 You should rely only on the information contained or incorporated by reference into this prospectus supplement, the accompanying prospectus or any free writing prospectus we file with the United States Securities and Exchange Commission, or the SEC. We and the selling securityholder have not, and the underwriters have not, authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on such different or inconsistent information. We and the selling securityholder are not, and the underwriters are not, making an offer of the ADSs in any jurisdiction where such offer is not permitted. You should not assume that the information contained or incorporated by reference into this prospectus supplement and the accompanying prospectus or in any free writing prospectus is accurate as of any date other than the respective dates thereof. Our business, financial condition, results of operations and prospects may have changed since those dates. Neither this prospectus supplement nor the accompanying prospectus constitutes an offer, or an invit