RiverNorth Opportunities Fund Inc Pfd-A美股招股说明书(2025-09-08版)

7,158,000 Shares of Common Stock Subscription Rights for Shares of Common Stock 7,158,000 Shares of Common Stock Issuable Upon Exercise of Rights to Subscribe for Such Shares RiverNorth Opportunities Fund, Inc. (the “Fund”) is issuing transferable subscription rights (“Rights”) to its stockholdersof record as of September 11, 2025 (the “Record Date” and such stockholders, “Record Date Stockholders”). These Rightswill allow Record Date Stockholders to subscribe for new shares of common stock, $0.0001 par value per share (the“Common Shares”), of the Fund in an aggregate amount of up to 7,158,000 Common Shares (the “Offer”). Record DateStockholders will receive one Right for each Common Share held on the Record Date. For every three Rights held, aRecord Date Stockholder is entitled to purchase one Common Share of the Fund (the “Primary Subscription”). Stockholders of record on the Record Date who fully exercise their Rights in the Primary Subscription will be entitled tosubscribe for additional Common Shares (“Over-Subscription Shares”), subject to the limitations set forth in thisProspectus Supplement (the “Over-Subscription Privilege” or the “Over-Subscription”). If enough Over-SubscriptionShares are available, all such requests will be honored in full. If the requests for Over-Subscription Shares exceed theOver-Subscription Shares available, the available Over-Subscription Shares will be allocated pro rata to stockholders whoover-subscribed based on the number of Rights originally issued to them. The number of Rights to be issued to a Record Date Stockholder will be rounded up to the nearest number of Rightsevenly divisible by three. Fractional shares will not be issued upon the exercise of Rights. Accordingly, new CommonShares may be purchased only pursuant to the exercise of Rights in integral multiples of three. The Rights are transferable and will be admitted for trading on the New York Stock Exchange (“NYSE”) under thesymbol “RIV.RT” during the course of the Offer. The Fund’s Common Shares are currently listed, and the new CommonShares issued in this Offer will also be listed, on the NYSE under the symbol “RIV.” As of August 22, 2025, the lastreported net asset value (“NAV”) per Common Share was $12.60, and the last reported sales price per Common Share onthe NYSE was $12.36. The Offer will expire at 5:00 p.m., Eastern Time, on October 6, 2025, unless the Offer is extended as described in thisProspectus Supplement (the “Expiration Date”). The subscription price (“Subscription Price”) per Common Share will bedetermined based upon a formula equal to 92.5% of the reported NAV or 95% of the market price per Common Share,whichever is higher, on the Expiration Date, unless the Offer is extended. Market price per Common Share will bedetermined based on the average of the last reported sales price of a Common Share on the NYSE for the five trading dayspreceding (and not inclusive of) the Expiration Date. Rights holders will not know the Subscription Price at the time of exercise and will be required initially to pay for both theCommon Shares subscribed for pursuant to the Primary Subscription and, if eligible, any additional Common Sharessubscribed for pursuant to the Over-Subscription Privilege, at the estimated subscription price of $11.71 per CommonShare and, except in limited circumstances, will not be able to rescind their subscription. Rights acquired in the secondarymarket may not participate in the Over-Subscription Privilege. Exercising your Rights and investing in the Fund involves a high degree of risk and may be considered speculative.Before exercising your Rights and investing in the Fund, you should read the discussion of the material risks in“Risks” beginning on page 46 of the accompanying Prospectus.In addition, you should consider the following: ●Stockholders who do not exercise their Rights will, at the completion of the Offer, own a smallerproportional interest in the Fund than if they exercised their Rights, which will proportionately decreasethe relative voting power of those stockholders. ●Because the Subscription Price per Common Share may be below the NAV per Common Share on theExpiration Date, you will likely experience an immediate dilution of the aggregate NAV of your CommonShares if you do not participate in the Offer and you will likely experience a reduction in the NAV per shareof your common stock whether or not you participate in the Offer.●All participating and non-participating stockholders will experience an immediate dilution of the aggregateNAV of your Common Shares because you will indirectly bear the expenses of the Offer. This willdisproportionately affect holders of Common Shares (“Stockholders”) who do not exercise their Rights.●The Fund cannot state precisely the extent of this dilution if you do not exercise your Rights because theFund does not know what the Subscription Price per Common Share will be when the Offer expires, orwhat proportion of the Rights