欧朋公司美股招股说明书(2023-09-27版)

The information in this preliminary prospectus supplement is not complete and may be changed. Thispreliminary prospectus supplement and the accompanying prospectus are not offers to sell nor do theyseek 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. Theselling securityholder identified in this prospectus is offering 6,876,506 ADSs. The underwriters havean option to purchase up to an aggregate of 1,031,476 additional ADSs from us, at the public offeringprice, less underwriting discounts and commissions, within 30 days of the date of this prospectussupplement. 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.” OnSeptember 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-9of thisprospectus supplement and those included in the documents incorporated by reference in thisprospectus supplement and the accompanying prospectus to read about factors you shouldconsider before buying the ADSs. Neither the Securities and Exchange Commission nor any state securities commission hasapproved or disapproved of these securities or determined if this prospectus supplement or theaccompanying prospectus is truthful or complete. Any representation to the contrary is acriminal offense. (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 orabout, 2023. Citigroup TD Cowen Lake Street Prospectus Supplement dated, 2023 Table of Contents TABLE OF CONTENTS PROSPECTUS SUPPLEMENT ABOUT THIS PROSPECTUS SUPPLEMENTPROSPECTUS SUPPLEMENT SUMMARYTHE OFFERINGSUMMARY CONSOLIDATED FINANCIAL AND OPERATING DATARISK FACTORSSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSUSE OF PROCEEDSDIVIDEND POLICYSELLING SECURITYHOLDERCAPITALIZATIONDILUTIONTAXATIONUNDERWRITINGWHERE YOU CAN FIND ADDITIONAL INFORMATIONINCORPORATION OF DOCUMENTS BY REFERENCELEGAL MATTERSEXPERTS PROSPECTUS ABOUT THIS PROSPECTUSWHERE YOU CAN FIND MORE INFORMATION ABOUT USINCORPORATION OF DOCUMENTS BY REFERENCESPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSOUR COMPANY RECENT DEVELOPMENTSRISK FACTORSOFFER STATISTICS AND EXPECTED TIMETABLECAPITALIZATIONDILUTIONUSE OF PROCEEDSENFORCEABILITY OF CIVIL LIABILITIESTAXATIONDESCRIPTION OF THE SECURITIESDESCRIPTION OF SHARE CAPITALDESCRIPTION OF ORDINARY SHARESDESCRIPTION OF AMERICAN DEPOSITARY SHARESDESCRIPTION OF OUR PREFERRED SHARESDESCRIPTION OF DEBT SECURITIESDESCRIPTION OF WARRANTSSELLING SECURITYHOLDERPLAN OF DISTRIBUTIONLEGAL MATTERSEXPERTSINDEX TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS You should rely only on the information contained or incorporated by reference into thisprospectus supplement, the accompanying prospectus or any free writing prospectus we file withthe United States Securities and Exchange Commission, or the SEC. We and the sellingsecurityholder have not, and the underwriters have not, authorized any other person to provideyou 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 sellingsecurityholder are not, and the underwriters are not, making an offer of the ADSs in anyjurisdiction where such offer is not permitted. You should not assume that the informationcontained or incorporated by reference into this prospectus supplement and the accompanyingprospectus or in any free writing prospectus is accurate as of any date other than the respectivedates thereof. Our business, financial condition, results of operations and prospects may havechanged since those dates. Neither this prospectus supplement nor the accompanying prospectusconstitutes an offer, or an invitation on our behalf or the selling securityholder or theunderwriters to subscribe for and purchase, any of the ADSs and may not be used for or inconnection with an offer or solicitation by anyone, in any jurisdiction in which such an offer orsolicitation is not authorized or to any person to whom it is unlawful to make such an offer orsolicitation. Table of Contents ABOUTTHISPROSPECTUSSUPPLEMENT This document is in two parts. The first part is the prospectus supplement, which describes thespecific terms of this offering. The second part is the accompanying prospectus, which gives