欧朋公司美股招股说明书(2023-09-29版)

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 1,031,475 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 28, 2023, the reported last sale price for the ADSs was $13.04 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. The underwriters expect to deliver the ADSs against payment in New York, New York on orabout October 4, 2023. Citigroup TD Cowen Lake Street Prospectus Supplement dated September 28, 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 COMPANYRECENT DEVELOPMENTSRISK FACTORSOFFER STATISTICS AND EXPECTED TIMETABLECAPITALIZATIONDILUTION USE 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 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 moregeneral information, some of which may not be applicable to this offering. If the description of the offering varies between this prospectus supplement and theaccompanying prospectus, you should rely on the information in this prospectus supplement. In this prospectus supplement and the accompanying prospectus, unless otherwise indicated orunless the context otherwise requires, •“active user” refers to a user, calculated based on device identification, that has accessedone of our mobile browsers, PC browsers or other applications at least once during a givenperiod. A