比邻控股有限公司美股招股说明书(2025-09-26版)

Beeline Holdings, Inc. We have entered into an at-the-market offering agreement (the “Offering Agreement”) with Ladenburg Thalmann & Co. Inc., as salesagent (the “Agent” or “Ladenburg”), relating to the offering and sale of shares of our common stock, par value $0.0001 per share,offered pursuant to this prospectus supplement and the accompanying prospectus, to or through Ladenburg as agent or principal. Inaccordance with the terms of the Offering Agreement, we may offer and sell shares of our common stock having an aggregate offeringprice of up to $5,000,000 from time to time through the Agent. Such amount is in addition to prior sales of a total of 5,540,043 sharesof common stock for total gross proceeds of approximately $7,000,000 previously sold under the Offering Agreement. You should readthis prospectus supplement and the accompanying prospectus, as well as the documents incorporated or deemed to be incorporated byreference herein or therein, before you invest. Our common stock is traded on The Nasdaq Capital Market under the symbol “BLNE.” On September 24, 2025, the last reported saleprice of our common stock on The Nasdaq Capital Market (“Nasdaq”) was $4.31 per share. As of September 23, 2025, the Company had 19,642,103 shares of common stock outstanding of which 2,291,693 shares were held byaffiliates. Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sell securities pursuant to our registration statementon Form S-3 (File No. 333-284723) in a public primary offering with value exceeding one-third of the aggregate market value of ouroutstanding common stock held by non-affiliates in any 12-month period so long as the aggregate market value of our common stockheld by non-affiliates remains below $75 million such that General Instruction I.B.6 of Form S-3 continues to apply to us. As of thedate of this prospectus supplement, one-third of the aggregate market value of our common stock held by non-affiliates for purposes ofthe limitation set forth in General Instruction I.B.6 of Form S-3 is approximately $24.6 million. During the 12 calendar months prior toand including the date of this prospectus supplement (excluding this offering), we have offered and/or sold shares of common stock foran aggregate offering amount (calculated to include the issuance of certain warrants) of approximately $15 million pursuant to GeneralInstruction I.B.6 of Form S-3. Therefore, as of the date of this prospectus supplement, we currently have available approximately $9.6million for sales under General Instruction I.B.6. of Form S-3. Sales of our common stock, if any, under this prospectus supplement and the accompanying prospectus may be made by any methodpermitted by law deemed to be an “at-the-market” offering as defined in Rule 415 of the Securities Act of 1933 (the “Securities Act”),including without limitation sales made directly on or through Nasdaq, the trading market for our common stock, or any other existingtrading market in the United States for the common stock, sales made to or through a market maker other than on an exchange orotherwise, directly to the Agent as principal in negotiated transactions at market prices prevailing at the time of sale or at prices relatedto such prevailing market prices, and/or in any other method permitted by law. If we and the Agent agree on a method of distributionother than sales of shares of our common stock on Nasdaq or another existing trading market at market prices, we will file a furtherprospectus supplement providing all information about such offering as required by Rule 424(b) under the Securities Act. The Agent isnot required to sell any certain number of shares or dollar amount of our common stock, but will act as a sales agent and usecommercially reasonable efforts, consistent with its normal trading and sales practices, to sell on our behalf all of the shares ofcommon stock requested to be sold by us, subject to the terms of the Offering Agreement. We also may sell shares to the Agent asprincipal for its own account, at a price agreed upon at the time of sale. If we sell shares to the Agent as principal, we will enter into aseparate terms agreement with the Agent setting forth the terms of such transaction, and we will describe this agreement in a separateprospectus supplement or free writing prospectus if required. Under the terms of the Offering Agreement, the Agent will be entitled to compensation of 3% of the gross proceeds from the sales ofshares of common stock sold by or to it. In connection with the sale of shares of our common stock on our behalf, the Agent will bedeemed to be an “underwriter” within the meaning of the Securities Act and the compensation of the Agent will be deemed to beunderwriting commissions or discounts. We have also agreed to provide indemnification and contribution to Ladenburg with respect tocertain liabilities, including liabilities under the Securities Act and the Securities Exchange Act of 1934, as amende