明大嘉和美股招股说明书(2026-02-11版)

4,280,000 Series A Warrants to purchase Class A Ordinary Shares 4,280,000 Class A Ordinary Shares included in the Units Up to 12,840,000 Class A Ordinary Shares Underlying the Series A Warrants (which contains a zero cash exerciseprice option) MDJM LTD (the “Company,” “we,” “our,” and “us”) is offering on a firm commitment basis 4,280,000 units (each, a “Unit,”and, collectively, the “Units”), with each Unit consisting of (i) one Class A ordinary share, par value $0.025 per share (each, a“Class A Ordinary Share,” and, collectively, the “Class A Ordinary Shares”) and (ii) one Series A warrant to purchase oneClass A Ordinary Share (each, a “Series A Warrant,” and, collectively, the “Series A Warrants”), at the exercise price of $1.40per share. We are offering the Units at the public offering price of $1.40 per Unit. The Units have no stand-alone rights andwill not be certified or issued as stand-alone securities. The Class A Ordinary Shares can be purchased in this offering onlywith the accompanying Series A Warrants that are part of a Unit, but the components of the Units will be immediatelyseparable and will be issued separately in this offering. A holder of a Series A Warrant may not exercise any portion of aSeries A Warrant to the extent that the holder, together with its affiliates and any other person or entity acting as a group,would own more than 4.99% (or, at the election of the investor, 9.99%) of our outstanding Class A Ordinary Shares afterexercise, as such ownership percentage is determined in accordance with the terms of the Series A Warrants, except that uponnotice from the holder to us, the holder may waive such limitation up to a percentage, not in excess of 9.99%. The Series A Warrants will have a one-year term, will be immediately exercisable after issuance and have an initial exerciseprice of $1.40 per share (equal to 100% of the public offering price of each Unit sold in this offering). A holder of Series AWarrants may, at any time following the closing of this offering and in its sole discretion, exercise its Series A Warrants inwhole or in part by means of a zero cash exercise price option, in which the holder will receive one point five (1.5) times theaggregate number of Class A Ordinary Shares that would be issuable upon a cash exercise of the Series A Warrant, equal tothe product of (x) the aggregate number of Class A Ordinary Shares that would be issuable upon a cash exercise of the SeriesA Warrant and (y) 1.5, without payment of additional consideration. In addition: (i) on the 4thtrading day following theclosing of this offering, the exercise price for the Series A Warrants will be reduced to 70% of the initial exercise price, or$0.98 per share; (ii) on the 8thtrading day following the closing of this offering, the exercise price for the Series A Warrantswill be reduced to 50% of the initial exercise price, or $0.70 per share; and (iii) upon each adjustment to the exercise price forthe Series A Warrants, the number of issuable warrant shares will be proportionately increased so that the nominal aggregateexercise price of the Series A Warrants will remain the same. If all of the Series A Warrants offered to investors in thisoffering are exercised on a zero cash basis following the final reset of the exercise price, an aggregate of up to 12,840,000Class A Ordinary Shares would be issued upon such zero cash exercise without payment to us of any additional cash. As aresult of the zero cash exercise price option, we do not expect to receive any cash proceeds from the exercise of the Series AWarrants, because it is highly unlikely that holders of Series A Warrants would wish to pay an exercise price to receive oneClass A Ordinary Share when they could choose the zero cash exercise price option and pay no additional consideration toreceive more than one Class A Ordinary Shares. See “Description of Securities We Are Offering” on page96 of thisprospectus for more information regarding the terms of the SeriesA Warrants. As an example, for each Unit that an investor purchases in this offering at the offering price of $1.40 per Unit, the investorwill receive one Class A Ordinary Share and one Series A Warrant to purchase one Class A Ordinary Share at an exerciseprice of $1.40 per Class A Ordinary Share. Giving effect solely to the adjustment on the first reset date and not giving effectto the zero cash exercise option, on the first reset date, each Series A Warrant will become exercisable for a maximum of 1.43Class A Ordinary Shares at an exercise price of $0.98 per Class A Ordinary Share. If such Series A Warrant is then exercisedat such time based on the zero cash exercise option, the Series A Warrant would be exercisable into 2.14 Class A OrdinaryShares. If the Series A Warrant remains outstanding as of the second reset date, giving effect solely to the potential adjustmenton the second reset date and not giving effect to the zero cash exercise option, on the second reset date, each Se