OLB集团股份有限公司美股招股说明书(2026-01-26版)

2,166,666 Shares of Common Stock We are offering 2,166,666 shares of our common stock, par value $0.0001per share, or Common Stock, pursuant to this prospectussupplement and accompanying prospectus at an offering price per share equal to $0.60. In a concurrent private placement, we are also selling to the purchasers of the shares of our Common Stock in this offering, warrants topurchase up to an aggregate of 2,166,666 shares of our Common Stock, or the Purchase Warrants. The Purchase Warrants issued in theprivate placement and the shares of our Common Stock issuable upon the exercise of the Purchase Warrants are not being registeredunder the Securities Act of 1933, as amended, or the Securities Act, are not being offered pursuant to this prospectus supplement and Our common stock is listed on The Nasdaq Capital Market under the symbol “OLB.” The last reported sale price of our common stockon The Nasdaq Capital Market on January 22, 2026 was $0.86 per share. As of the date of this prospectus supplement, the aggregate market value of our outstanding common stock held by non-affiliates wasapproximately $6,817,782, which was calculated based on 11,267,749 shares of outstanding common stock, of which 5,980,511 sharesare held by non-affiliates, and the last reported sale price of our common stock of $1.14 per share on December 3, 2025. Pursuant toGeneral Instruction I.B.6 of Form S-3, in no event will we sell securities in a public primary offering with a value exceeding one-thirdof the aggregate market value of our common stock held by non-affiliates in any 12-month period, so long as the aggregate market Investing in the offered securities involves a high degree of risk. See “Risk Factors” beginning on page S-8 of this prospectussupplement and page 7 of the accompanying prospectus for a discussion of information that you should consider before We have engaged D. Boral Capital LLC to act as our exclusive placement agent in connection with this offering. The placement agenthas no obligation to buy any securities from us or to arrange for the purchase or sale of any specific number or dollar amount of oursecurities. The placement agent has agreed to use its reasonable best efforts to place the shares of Common Stock offered by thisprospectus supplement and accompanying prospectus. There is no arrangement for funds to be received in escrow, trust or similar Offering price Placement agent’s fees Proceeds, before expenses, to us (1)We have also agreed to the placement agent for certain offering-related expenses in connection with the offering. See “Plan ofDistribution” for additional information regarding the placement agent’s compensation. 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. Any Delivery of the shares of Common Stock is expected to be made on or about January 26, 2026, subject to satisfaction of customaryclosing conditions. The date of this prospectus supplement isJanuary 22, 2026. You should rely only on the information we have provided or incorporated by reference in this prospectus supplement and theaccompanying prospectus. We have not authorized anyone to provide you with information different from that contained or This prospectus supplement and any later prospectus supplement is an offer to sell only the securities offered hereby, but onlyunder circumstances and in jurisdictions where it is lawful to do so. You should assume that the information contained in this prospectus supplement, the accompanying prospectus and in anyother prospectus supplement is accurate only as of their respective dates and that any information we have incorporated byreference is accurate only as of the date of the document incorporated by reference, regardless of the time of delivery of this ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying prospectus are part of a registration statement that we filed with the U.S. Securitiesand Exchange Commission, or SEC, utilizing a “shelf” registration process. This document is in two parts. The first part is thisprospectus supplement, which describes the specific terms of this offering and also adds to and updates information contained in theaccompanying prospectus and the documents incorporated by reference herein. The second part, the accompanying prospectus,provides more general information. Generally, when we refer to this prospectus, we are referring to both parts of this documentcombined. To the extent there is a conflict between the information contained in this prospectus supplement and the information You should rely only on the information contained in, or incorporated by reference into this prospectus supplement and in any freewriting prospectus that we may authorize for use in connection with this offering. We have not, and Wainwright has not,