闽东红集团美股招股说明书(2025-07-23版)

ORIENTAL RISE HOLDINGS LIMITED Up to 14,800,000 Units, Each Unit Consisting of One Ordinary Share andOne Common Warrant Exercisable for One Ordinary Share Up to 59,212,650 Ordinary Shares underlying the Common Warrants (which includes a zero exercise price option) We are offering on a best efforts basis up to 14,800,000 units (the “Units”), each consisting of one Ordinary Share, par valueUS$0.0008 per share (each an “Ordinary Share” and collectively the “Ordinary Shares”) of Oriental Rise Holdings Limited (the“Company”, “we”, “our”, “us”), and one warrant (“Common Warrant”), each to purchase one Ordinary Share, at a public offeringprice of US$0.4681 per Unit.The Units have no stand-alone rights and will not be certified or issued as stand-alone securities. TheOrdinary Shares can each be purchased in this offering only with the accompanying Common Warrants that are part of a Unit, but thecomponents of the Units will be immediately separable and will be issued separately in this offering. A holder of a Common Warrantmay not exercise any portion of a Common Warrant to the extent that the holder, together with its affiliates and any other person orentity acting as a group, would own more than 4.99% (or, at the election of the investor, 9.99%) of our outstanding shares of OrdinaryShares after exercise, as such ownership percentage is determined in accordance with the terms of the Common Warrants, except thatupon notice from the holder to us, the holder may waive such limitation up to a percentage, not in excess of 9.99%. Each CommonWarrant is exercisable immediately on the date of issuance at an exercise price of US$0.4681 per share (equal to 100% of the publicoffering price of each Unit sold in this offering) and will expire five years from the date of issuance. A holder of Common Warrantsmay, at any time following the closing of this offering and in its sole discretion, exercise its Common Warrants in whole or in part bymeans of a zero exercise price option, in which the holder will receive two (2) times the number of Ordinary Shares that would beissuable upon a cash exercise of the Common Warrant, without payment of additional consideration. As a result, we will likely notreceive any additional funds and do not expect to receive any additional funds upon the exercise of the Common Warrants. In addition:(i) on the 5thtrading day following the closing of this offering, the exercise price for the Common Warrants will be reduced to 70% ofthe initial exercise price, or $0.3277 per share; (ii) on the 10thtrading day following the closing of this offering, the exercise price forthe Common warrants will be reduced to 50% of the initial exercise price, or $0.2341 per share; and (iii) upon each adjustment to theexercise price for the Common Warrants, the number of issuable warrant shares will be proportionately increased so that the nominalaggregate exercise price of the Common Warrants will remain the same. If all of the Common Warrants offered to investors in thisoffering are exercised on a zero cash basis following the final reset of the exercise price, an aggregate of up to 59,212,650 OrdinaryShares would be issued upon such zero cash exercise without payment to us of any additional cash.See “Description of ShareCapital” on page 127 of this prospectus for more information regarding the terms of the Common Warrants. We are also registering the Ordinary Shares issuable from time to time upon exercise of the Common Warrants included in the Our Ordinary Shares are listed on the Nasdaq Stock Market (the “Nasdaq”) under the symbol “ORIS”. On July 21, 2025, the lastreported sales price of our Ordinary Shares on the Nasdaq was US$0.4681 per share. There is no established trading market for the Common Warrants, and we do not expect an active trading market to develop. Wedo not intend to list the Common Warrants on any securities exchange or other trading market. Without an active trading market, theliquidity of the Common Warrants will be limited. The securities will be offered at a fixed price and are expected to be issued in a single closing. We expect this offering to becompleted not later than one trading day following the commencement of sales in this offering (the effective date of the registrationstatement of which this prospectus forms a part) and we will deliver all securities to be issued in connection with this offering deliveryversus payment/receipt versus payment upon receipt of investor funds received by us. Accordingly, neither we nor the placement agenthave made any arrangements to place investor funds in an escrow account or trust account since the placement agent will not receiveinvestor funds in connection with the sale of the securities offered hereunder. We have engaged Maxim Group LLC as our exclusive placement agent (“Maxim” or the “placement agent”) to use its reasonablebest efforts to solicit offers to purchase our securities in this offering. The placement agent has no obligation to purchas