Onfolio Holdings Inc美股招股说明书(2025-09-02版)

ONFOLIO HOLDINGS INC. 6,199,863Shares of Common Stock Issuable Upon the Exercise of Warrants__________________________ This prospectus relates to 6,199,863 shares of common stock issuable upon the exercise of warrants including 6,117,250 shares ofstock issuable upon exercise of warrants issued to investors in our initial public offering (the “publicly-traded warrants”) and 82,613 ostock issuable upon the exercise of warrants issued to the representative of the underwriters in our initial public offering (the “represwarrants”). The publicly-traded warrants and the representative’s warrants are each exercisable immediately and will remain exercisatime up to August 30, 2027. Upon any exercise of the publicly-traded warrants and representative’s warrants by payment of cash, we will receive the exercise prwarrants, which, if exercised in cash would result in gross proceeds to us of approximately $31.0 million. However, we cannot predictin what amounts or if the warrants will be exercised by payments of cash, and it is possible that the warrants may expire and never bein which case we would not receive any cash proceeds. Our common stock and publicly-traded warrants are listed and traded under the symbols “ONFO” and “ONFOW,” respectively, on thCapital Market. On August 29, 2025, the closing/last price of our common stock and publicly-traded warrants on the Nasdaq Capitwas $1.00 and $0.23, respectively. We are an “emerging growth company” under applicable federal securities laws and, as such, we have elected to comply witreduced public company reporting requirements for this prospectus and future filings. Investing in our shares of common stock and publicly-traded warrants (collectively, “securities”) involves a high degree of risksection of this prospectus entitled “Risk Factors” beginning on page14for a discussion of information that should be consconnection with an investment in our securities. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of theseor determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The date of this prospectus is September 2, 2025. TABLE OF CONTENTS PaABOUT THIS PROSPECTUSPROSPECTUS SUMMARYSUMMARY OF RISK FACTORSTHE OFFERINGSUMMARY FINANCIAL INFORMATIONRISK FACTORSCAUTIONARY STATEMENT REGARDING FORWARD LOOKING STATEMENTSUSE OF PROCEEDSDIVIDEND POLICYMARKET PRICE OF COMMON STOCK AND RELATED STOCKHOLDER MATTERSMANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSBUSINESSMANAGEMENTEXECUTIVE COMPENSATIONSECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENTCERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONSDESCRIPTION OF SECURITIESMATERIALU.S.FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S.HOLDERS OF THE COMPANY’SCOMMON STOCKPLAN OF DISTRIBUTIONLEGAL MATTERSEXPERTSINCORPORATION OF CERTAIN DOCUMENTS BY REFERENCEWHERE YOU CAN FIND MORE INFORMATIONINDEX TOFINANCIAL STATEMENTS Please read this prospectus carefully. It describes our business, financial condition, results of operations and prospects, amothings. We are responsible for the information contained in this prospectus and in any free-writing prospectus we have authohave not authorized anyone to provide you with different information, and we take no responsibility for any other informatimay give you. We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permiinformation contained in this prospectus is accurate only as of the date on the front of this prospectus, regardless of the time oof this prospectus or any sale of securities. You should not assume that the information contained in this prospectus is accuratedate other than its date. ABOUTTHIS PROSPECTUS In this prospectus, unless the context suggests otherwise, references to “our Company,” “Onfolio”, “we,” “us,” and “our” refer tHoldings Inc., a Delaware corporation, and its subsidiaries. This prospectus describes the specific details regarding this offering, the terms and conditions of the shares being offered hereby and thinvesting in our Company’s securities. You should read this prospectus and the additional information about our Company describsection entitled “Where You Can Find More Information” before making your investment decision. Neither our Company, nor any of its officers, directors, agents, or representatives make any representation to you about the legainvestment in our Company’s securities. You should not interpret the contents of this prospectus to be legal, business, investment or tYou should consult with your own advisors for that type of advice and consult with them about the legal, tax, business, financialissues that you should consider before investing in our Company’s securities. Trademarks and Trade Names This prospectus includes trademarks that are protected under applicable intellectual property laws and are our Company’s propprospectus