东方文化美股招股说明书(2025-12-11版)

ORIENTAL CULTURE HOLDING LTD.Up to $200,000,000Ordinary Shares We have entered into a sales agreement (the “Sales Agreement”) with A.G.P./Alliance Global Partners (the “Sales Agent” or“A.G.P.”), pursuant to which we may, from time to time, issue and sell ordinary shares of Oriental Culture Holding Ltd. (the“Company”or“We”),$0.00025 par value per share(the“Ordinary Shares”),covered by this prospectus supplement andaccompanying prospectus from time to time through or to the Sales Agent, acting as our agent or principal. Under the Sales Agreement, we will not be obligated to sell any shares, but we may issue and sell shares of Common Stockhaving an aggregate gross sales price of up to $200,000,000 through the Sales Agent. Our Ordinary Shares are listed on the Nasdaq Capital Market under the symbol “OCG.” On December 10, 2025, the closingsale price of the Ordinary Shares was $8.70 per share. The aggregate market value of the outstanding Ordinary Shares held by non-affiliates is approximately $179,819,665 basedon 21,233,927 Ordinary Shares outstanding, of which 20,668,927 are held by non-affiliates, and a per share price of $8.70 based on theclosing sale price of the Ordinary Shares on December 10, 2025. The Company is therefore currently not subject to the limitationsunder General Instruction I.B.5 of Form F-3 until the filing date of Form 20-F for the fiscal year ended December 31, 2025. Ordinary Shares covered by this prospectus may be sold by any method deemed to be an “at-the-market offering” as definedin Rule 415(a)(4) under the Securities Act of 1933, as amended (the “Securities Act”). If authorized by us in writing, the Sales Agentmay also sell our Ordinary Shares in negotiated transactions at market prices prevailing at the time of sale or at prices related to suchprevailing market prices and/or by any other method permitted by law. If we and the Sales Agent agree on any method of distributionother than sales of our Ordinary Shares on or through Nasdaq or another existing trading market in the United States at market prices,we will file a further prospectus supplement providing all information about such offering as required by Rule 424(b) under theSecurities Act. The Sales Agent is not required to sell any specific number or dollar amount of securities but, when it receives a saleorder from us, the Sales Agent has agreed to use commercially reasonable efforts consistent with normal trading and sales practices toexecute the order on mutually agreed terms. There is no arrangement for funds to be received in any escrow, trust, or similararrangement. The compensation payable to the Sales Agent for sales of Ordinary Shares sold pursuant to the Sales Agreement will be 3.0%of the gross proceeds of the sales price of Ordinary Shares sold, in addition to reimbursement of certain expenses. See “Plan ofDistribution.” We anticipate no other commissions or material expenses for sales under the Sales Agreement. The orders will beexecuted at price limits imposed by us. Even though this prospectus does not relate to a marketed offering of our Ordinary Shares, in connection with the sale ofOrdinary Shares under the Sales Agreement, the Sales Agent will be deemed to be an “underwriter” within the meaning of theSecurities Act, and the compensation of the Sales Agent will be deemed to be underwriting commissions or discounts. We have agreedto indemnify the Sales Agent against certain civil liabilities, including liabilities under the Securities Act. See the section titled “Planof Distribution” on page S-12 of this prospectus supplement. We are a “controlled company” as defined under the Nasdaq Stock Market Listing Rules, because our Chief OperatingOfficer and existing controlling shareholder Mr. Aimin Kong is able to exercise a majority of the total voting power at the generalmeeting of the Company. As a controlled company, we are permitted to elect not to comply with certain Nasdaq corporate governancerequirements, including the requirements to have (i) a board composed of a majority of independent directors; (ii) compensation ofexecutive officers determined by a majority of the independent directors or a compensation committee comprised solely ofindependent directors; and (iii) director nominees selected or recommended for our board either by a majority of the independentdirectors or by a nominating committee comprised solely of independent directors. We currently do not intend to rely on the corporategovernance exemptions available to “controlled companies”, however, we may choose to rely on such exemptions in the future. INVESTING IN OUR SECURITIES INVOLVES RISKS. SEE THE “RISK FACTORS” BEGINNING ON PAGE S-8OF THIS PROSPECTUS SUPPLEMENT AND IN THE DOCUMENTS INCORPORATED BY REFERENCE IN THISPROSPECTUS SUPPLEMENT CONCERNING FACTORS YOU SHOULD CONSIDER BEFORE INVESTING IN OURCOMMON STOCK. We are a Cayman Islands holding company without material operations and our business is conducted by our subsidiaries inHong