比邻控股有限公司美股招股说明书(2025-11-12版)

Beeline Holdings, Inc. Beeline Holdings, Inc. (the “Company,” “Beeline,” “we,” “our” or “us”) is offering 4,620,000 shares (“Shares”) of the Company’sCommon Stock, par value $0.0001 per share (“Common Stock”), directly to certain institutional investors and accredited investorspursuant to this prospectus supplement and the accompanying prospectus. The purchase price per share to each investor identified inthe Securities Purchase Agreement dated November 11, 2025, by and among us and the investor listed on the signature page thereto(the “Purchase Agreement”) is $1.60 per share. Our Common Stock is traded on The Nasdaq Capital Market (“Nasdaq”) under the symbol “BLNE.” On November 10, 2025, the lastreported sale price of our Common Stock on Nasdaq was $2.11 per share. As of November 10, 2025, the Company had 23,135,155 shares of Common Stock outstanding of which 5,099,626 shares were heldby affiliates. For purposes of General Instruction I.B.1. of Form S-3, the aggregate market value of our Common Stock held by non-affiliates was $78,454,551 as of November 10, 2025, calculated at a price per share of $4.35, the last reported sale price of ourCommon Stock on September 25, 2025, such that this prospectus supplement and the transactions registered hereby are being made inaccordance with General Instruction I.B.1 of Form S-3. This investment involves a high degree of risk. See “Risk Factors” on page S-9 of this prospectus supplement and any similarsection contained in the accompanying prospectus and in the documents that are incorporated by reference herein and therein. We have engaged Ladenburg Thalmann & Co. Inc., or the Placement Agent, as our exclusive Placement Agent in connection with thisoffering. The placement agent is not purchasing or selling any of the securities we are offering. This offering is being conducted on a“best efforts” basis and the placement agent has no obligation to arrange for the purchase or sale of any specific number or dollaramount of securities. We have agreed to pay the Placement Agent the Placement Agent fees set forth in the table below. Since we willdeliver the securities to be issued in this offering upon our receipt of investor funds, there is no arrangement for funds to be received inescrow, trust or similar arrangement. There is no minimum offering requirement as a condition of closing of this offering. See “Plan ofDistribution” beginning on page S-16 of this prospectus supplement for more information regarding these arrangements. (1)We have agreed to pay the Placement Agent a cash fee of 8.0% of the aggregate gross proceeds raised in connection with theoffering, subject to certain exceptions. We have also agreed to reimburse the Placement Agent for certain of its offering-relatedexpenses, including a management fee of 1.0% of the gross proceeds raised in this offering and for its legal fees and expenses andother out-of-pocket expenses in an amount up to $95,000. In addition, we have agreed to issue to the Placement Agent, or itsdesignees, warrants to purchase a number of our Common Stock equal to 6% of the number of Shares, if any, at an exercise priceof $2.48 per share (“Placement Agent Warrants”). The Placement Agent Warrants will expire five years following thecommencement of the sales pursuant to this offering. See “Plan of Distribution” beginning on page S-16 of this prospectussupplement for more information.(2)The amount of the offering proceeds to us presented in this table does not take into account the proceeds from the exercise of any of the Placement Agent Warrants. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Anyrepresentation to the contrary is a criminal offense. The delivery to purchasers of the securities being offered pursuant to this prospectus supplement and the accompanying prospectus isexpected to be made on or about November 12, 2025, subject to satisfaction of certain customary closing conditions. Placement Agent Ladenburg ThalmannThe date of this prospectus supplement is November 11, 2025. TABLE OF CONTENTS About This Prospectus SupplementS-1Cautionary Note Regarding Forward-Looking StatementsS-2Prospectus Supplement SummaryS-3Risk FactorsS-9Use of ProceedsS-16Description of Offered SecuritiesS-16Plan of DistributionS-16Dividend PolicyS-19DilutionS-20Legal MattersS-21ExpertsS-21Where You Can Find More InformationS-21Documents Incorporated By ReferenceS-22 About this Prospectus1Cautionary Statement Regarding Forward-Looking Statements2Summary2Risk Factors4Use of Proceeds4Description of Stock5Selling Stockholders8Plan of Distribution12Experts15Where you can find more information15Incorporation of Certain Documents by Reference16 ABOUT THIS PROSPECTUS SUPPLEMENT This document is in two parts. The first part is this prospectus supplement, which describes t