罗马绿色金融美股招股说明书(2025-04-02版)

Up to 44,000,000 Ordinary Shares in aggregateof whichUp to 11,000,000 Ordinary SharesUp to 33,000,000 Common WarrantsUp to 33,000,000 Ordinary Shares underlying Common Warrants We are offering in a self-directed best efforts offering of (i) up to 11,000,000 of our ordinary shares, US$0.001 par value pershare (the “Ordinary Shares”) at an assumed public offering price of US$0.60 per Ordinary Share, which is the same as the lastreported sale price of our Ordinary Shares, as reported on the Nasdaq Capital Market on February 26, 2025; and (ii) up to 33,000,000common warrants to purchase up to 33,000,000 Ordinary Shares (“Common Warrants”) at an assumed exercise price of US$0.01 pershare (representing 1.6% of the assumed public offering per Ordinary Share to be sold in this offering, of Roma Green FinanceLimited (the “Company” or “we,” “us” or “our”) directly to select investors pursuant to this prospectus. We are offering the OrdinaryShares and Common Warrants at a public offering price of $0.60 per share and the accompanying Common Warrants. The public offering price per Ordinary Share is an assumed price only. The actual number of Ordinary Shares and CommonWarrants sold in the offering and actual public offering price will be determined at the time of pricing and may be at a discount to thecurrent market price of our Ordinary Shares or to the assumed price set forth above. Therefore, the assumed public offering price usedthroughout this prospectus may not be indicative of the actual public offering price. The assumed public offering price is used so thatwe can provide certain disclosures, which require a calculation based on the public offering price. Our share price is volatile. Since being listed on the Nasdaq Capital Market, our Ordinary Shares have traded at a low ofUS$0.4 and a high of US$11.8. There has been no change recently in our financial condition or results of operations that is consistentwith the recent change in our share price. Our Ordinary Shares are listed on the Nasdaq Capital Market under the symbol ROMA. OnFebruary 26, 2025, the last reported sales price of our Ordinary Shares on the Nasdaq Capital Market was US$0.60 per share. There isno established public trading market for the Common Warrants, and we do not expect a market to develop. Without an active tradingmarket, the liquidity of the warrants will be limited. In addition, we do not intend to list the Common Warrants on the Nasdaq CapitalMarket, any other national securities exchange, or any other trading system. Because there is no minimum offering amount required as a condition to closing this offering, we may sell fewer than all ofthe Ordinary Shares offered hereby, which may significantly reduce the amount of proceeds received by us, and investors in thisoffering will not receive a refund in the event that we do not sell an amount of Ordinary Shares sufficient to pursue the business goalsoutlined in this prospectus. Because there is no minimum offering amount, investors could be in a position where they have invested inour company, but we are unable to fulfill our objectives due to a lack of interest in this offering. Also, any proceeds from the sale ofOrdinary Shares offered by us will be available for our immediate use, despite uncertainty about whether we would be able to use suchfunds to effectively implement our business plan. See “Risk Factors” of this prospectus and “Item 3. Key Information – D, RiskFactors” in our annual report on Form 20-F for the year ended March 31, 2024 (the “2024 Annual Report”) filed with the U.S.Securities and Exchange Commission (“SEC”) on August 1, 2024 for more information. There is no minimum number of OrdinaryShares or minimum aggregate amount of proceeds for this offering to close. Accordingly, we have not made any arrangements to placeinvestor funds in an escrow account or trust account. We intend to complete one closing of this offering but may undertake one ormore additional closings for the sale of the additional securities to the investors in the initial closing. The offering will be terminatedafter 90 days of the effectiveness of this registration statement provided that the closing(s) of the offering for the Ordinary Shares havenot occurred by such date, and may not be extended. This is a best-effort self-directed offering. See “Plan of Distribution” beginning on Page 80 of this prospectus for moreinformation. Any proceeds from the sale of Ordinary Shares offered by us will be available for our immediate use, despite uncertaintyabout whether we would be able to use such funds to effectively implement our business plan. See “Use of Proceeds” on page 42 formore information. Upon completion of this offering, assuming the sale of all 11,000,000 Ordinary Shares in this Offering, our issued andoutstanding shares will consist of 26,564,571 Ordinary Shares, without taking into account of the Ordinary Shares underlying theCommon Warrants. We will no longer be a controlled company as def