您的浏览器禁用了JavaScript(一种计算机语言,用以实现您与网页的交互),请解除该禁用,或者联系我们。[美股招股说明书]:兰花岛资本有限公司美股招股说明书(2025-10-27版) - 发现报告

兰花岛资本有限公司美股招股说明书(2025-10-27版)

2025-10-27美股招股说明书C***
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兰花岛资本有限公司美股招股说明书(2025-10-27版)

Common Stock We have entered into an equity distribution agreement, dated October27, 2025 (the “equity distribution agreement”), with J.P.Morgan Securities LLC, BTIG, LLC, Citizens JMP Securities, LLC and JonesTrading Institutional Services LLC (each an “Agent”and together the “Agents”) relating to shares of our common stock, $0.01 par value per share, offered by this prospectus supplementand the accompanying prospectus. In accordance with the terms of the equity distribution agreement, we may offer and sell up to$500,000,000 of shares of our common stock from time to time through the Agents. Our common stock is listed on the New York Stock Exchange (“NYSE”), under the symbol “ORC.” The last reported sale price ofour common stock on the NYSE on October24, 2025 was $7.64 per share. Sales of shares of common stock, if any, under this prospectus supplement and the accompanying prospectus may be made innegotiated transactions or transactions that are deemed to be “at the market” offerings as defined in Rule415 under the Securities Actof 1933, as amended, including, without limitation, sales made directly on the NYSE or any other existing trading market for ourcommon stock or sales made to or through a market maker other than on an exchange. The Agents will make all sales usingcommercially reasonable efforts consistent with their normal trading and sales practices, on mutually agreed terms between the Agentsand us. The Agents will be entitled to compensation of up to 2.0% of the gross proceeds from the sale of the shares of common stock soldthrough them under the equity distribution agreement, as further described herein under the caption “Plan of Distribution.” Inconnection with the sale of shares of common stock on our behalf, the Agents may be deemed to be “underwriters” within the meaningof the Securities Act of 1933, as amended, and the compensation of the Agents may be deemed to be underwriting commissions ordiscounts. Please see the section under the caption “Plan of Distribution” for further information relating to the compensationarrangements for the Agents. Investing in our common stock involves a high degree of risk. See “Risk Factors” beginning on pageS-3 of this prospectussupplement, as well as those described in our most recent Annual Report on Form10-K, as updated and supplemented fromtime to time, and other information that we file from time to time with the Securities and Exchange Commission (the “SEC”). Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if thisprospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is acriminal offense. J.P. Morgan Citizens CapitalMarkets JonesTrading The date of this prospectus supplement is October27, 2025. TABLE OF CONTENTS Prospectus Supplement ABOUT THIS PROSPECTUS SUPPLEMENTS-iiCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSS-iiWHERE YOU CAN FIND MORE INFORMATIONS-ivINCORPORATION BY REFERENCE OF INFORMATION FILED WITH THE SECS-ivSUMMARYS-1THE OFFERINGS-2RISK FACTORSS-3USE OF PROCEEDSS-5PLAN OF DISTRIBUTIONS-6LEGAL MATTERSS-8EXPERTSS-8 Prospectus ABOUT THIS PROSPECTUS1SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS2THE COMPANY4RISK FACTORS5USE OF PROCEEDS6DESCRIPTION OF THE SECURITIES WE MAYOFFER7DESCRIPTION OF COMMON STOCK8DESCRIPTION OF PREFERRED STOCK12DESCRIPTION OF DEBT SECURITIES14DESCRIPTION OF WARRANTS25DESCRIPTION OF UNITS26GLOBAL SECURITIES27CERTAIN PROVISIONS OF MARYLAND LAW AND OUR CHARTER AND BYLAWS28MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS33SELLING STOCKHOLDERS59PLAN OF DISTRIBUTION60LEGAL MATTERS64EXPERTS64WHERE YOU CAN FIND MORE INFORMATION64INCORPORATION OF CERTAIN INFORMATION BY REFERENCE65 No dealer, salesperson or other person is authorized to give any information or to represent anything not contained or incorporatedby reference in this prospectus supplement or the accompanying prospectus. If anyone provides you with different, inconsistent orunauthorized information or representations, you must not rely on them. This prospectus supplement and the accompanying prospectusare an offer to sell only the securities offered by these documents and only under circumstances and in jurisdictions where it is lawfulto do so. The information contained in this prospectus supplement and the accompanying prospectus or incorporated by reference inthese documents is current only as of the respective dates of those documents or the dates that are specified therein. ABOUT THIS PROSPECTUS SUPPLEMENT This document consists of two parts. The first part is this prospectus supplement, which describes the specific terms of theoffering and also adds to and updates information contained in the accompanying prospectus. The second part is the accompanyingprospectus, which gives more general information. If the information set forth in this prospectus supplement differs in any way fromthe information set forth in the