RiverNorth Opportunities Fund Inc Pfd-A美股招股说明书(2025-04-01版)

RiverNorth Opportunities Fund, Inc. $600,000,000 Shares of Common StockShares of Preferred StockSubscription Rights for Shares of Common StockSubscription Rights for Shares of Preferred StockSubscription Rights for Common and Preferred Stock RiverNorth Opportunities Fund, Inc. (the “Fund”) is a diversified, closed-end management investment company registeredunder the Investment Company Act of 1940, as amended (the “1940 Act”). The Fund’s investment objective is total returnconsisting of capital appreciation and current income. The Fund seeks to achieve its investment objective by pursuing atactical asset allocation strategy and opportunistically investing under normal circumstances in closed-end funds,exchange-traded funds (“ETFs”), business development companies (“BDCs” and collectively, “Underlying Funds”) andspecial purpose acquisition companies (“SPACs”). Under normal market conditions, the Fund will invest at least 80% ofits Managed Assets in Underlying Funds and SPACs. “Managed Assets” means the total assets of the Fund, includingassets attributable to leverage, minus liabilities (other than debt representing leverage and any preferred stock that may beoutstanding). The Underlying Funds in which the Fund invests will not include those that are advised or subadvised byRiverNorth Capital Management, LLC (“RiverNorth” or the “Adviser”) or its affiliates. RiverNorth serves as the Fund’s investment adviser. As of January 31, 2025, RiverNorth had approximately $4.9 billion ofassets under management. The Adviser’s address is 360 South Rosemary Avenue, Suite 1420, West Palm Beach, FL 33401and its telephone number is (561) 484-7185. The Fund’s address is RiverNorth Opportunities Fund, Inc., 360 SouthRosemary Avenue, Suite 1420, West Palm Beach, FL 33401 and its telephone number is (844) 569-4750. The Fund may offer, from time to time, up to $600,000,000 aggregate initial offering price of (i) shares of common stock,$0.0001 par value per share (“Common Shares”), (ii) shares of preferred stock (“Preferred Shares”), and/or (iii)subscription rights to purchase Common Shares, Preferred Shares or both (“Rights” and together with the Common Sharesand Preferred Shares, "Securities") in one or more offerings in amounts, at prices and on terms set forth in one or moresupplements to this Prospectus (each a “Prospectus Supplement”). You should read this Prospectus and any relatedProspectus Supplement carefully before you decide to invest in the Securities. The Fund may offer Securities (1) directly to one or more purchasers, (2) through agents that the Fund may designate fromtime to time or (3) to or through underwriters or dealers. The Prospectus Supplement relating to a particular offering ofSecurities will identify any agents or underwriters involved in the sale of Securities, and will set forth any applicablepurchase price, fee, commission or discount arrangement between the Fund and agents or underwriters or amongunderwriters or the basis upon which such amount may be calculated. The Fund may not sell Securities through agents,underwriters or dealers without delivery of this Prospectus and a Prospectus Supplement. In connection with an offering of Common Shares, if a Prospectus Supplement so indicates, the Fund may grant theunderwriters an option to purchase additional Common Shares at the public offering price, less the underwriting discountsand commissions, within 45 days from the date of the Prospectus Supplement, to cover any overallotments. To facilitate an offering of Securities in an underwritten transaction and in accordance with industry practice, theunderwriters may engage in transactions that stabilize, maintain, or otherwise affect the market price of the CommonShares or any other Security. Any underwriter may engage in overallotment, stabilizing transactions, short-coveringtransactions and penalty bids in accordance with Regulation M under the Exchange Act. ●Overallotment involves sales in excess of the offering size, which create a short position.●Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do notexceed a specified maximum price. Stabilizing transactions may occur when the demand for the shares of anoffering is less than expected.●Syndicate-covering or other short-covering transactions involve purchases of the securities, either throughexercise of the overallotment option or in the open market after the distribution is completed, to cover shortpositions.●Penalty bids permit the underwriters to reclaim a selling concession from a dealer when the securities originallysold by the dealer are purchased in a stabilizing or covering transaction to cover short positions. Any of these activities may stabilize or maintain the market price of the Securities above independent market levels. Theunderwriters are not required to engage in these activities, and may end any of these activities at any time. See "Plan ofDistribution." An investment in