Onfolio Holdings Inc美股招股说明书(2026-04-30版)

ONFOLIO HOLDINGS INC. 32,696,345 Shares of Common Stock offered by the Selling Stockholder__________________________ This prospectus relates to the offering and resale by the Selling Stockholder identified herein (the “Selling Stockholder”) of up to 3shares of common stock, $0.001 par value per share (the “Common Stock”), of Onfolio Holdings Inc. (the “Company”). The shares ofStock offered hereby consist of (i) 31,636,364 shares of Common Stock issuable upon conversion of senior secured convertible notes (Shares”) and (ii) up to 1,059,981 additional shares of Common Stock issuable pursuant to rights to receive shares of Common Stock (tShares”, and together with the Note Shares, the “Shares”) pursuant to that certain right to receive common stock agreement (thAgreement”). Pursuant to that certain Securities Purchase Agreement, dated November 17, 2025 (the “Purchase Agreement”), the Comagreed to issue senior secured convertible notes in an aggregate principal amount of up to $300,000,000 (the “Notes”) to the buythereto, of which a Note having an $6,000,000 aggregate principal amount was issued at an initial closing (the “Initial Note”). The Inis convertible into Note Shares at an initial conversion price of $0.984, subject to adjustment as provided in the Notes and a floor pric$0.22 (the “Floor Price”). The Rights are exercisable or settleable into Right Shares in accordance with the terms of the Purchase Aand the Rights Agreement. In accordance with the terms of a registration rights agreement with the holders of the Notes, dated as of November 17, 2025(the “ReRights Agreement”), this prospectus generally relates to (i) 31,636,364 Note Shares issuable and registered hereby, which amount is ddividing the $6 million principal amount of the outstanding Notes, plus the interest accrued pursuant to the terms of the outstanding NApril 9, 2026,by the FloorPrice, and (ii) 1,059,981 RightShares issuable and registered hereby, which amount is derived by the sumdaily incremental value through expiration of the Right (as determined in accordance with the Rights Agreement) of the cryptocurrendigital assets purchased by the Company, from and after November 17, 2025, calculated as of April 7, 2026 by (y) the Floor Price. BeInitial Conversion Price and the Floor Price of the Notesand the conversion price of the Rights may be adjusted, the number of Shareactually be issued may be more or less than the number of Shares being offered by this prospectus. In the event the Company issuesNotes or additional Rights pursuant to the Purchase Agreement, it will file a new registration statement to register the shares ofStockissuable upon the conversion of such Notesor exercise of such Rights, as applicable. The Selling Stockholder may from time to time sell, transfer or otherwise dispose of any or all of the Shares in a number of differentat varying prices. See “Plan of Distribution” beginning on page27of this prospectus for more information. The Selling Stockholder may offer all or part of the Shares for resale from time to time through public or private transactionsprevailing market prices or at privately negotiated prices. Our common stock and publicly-traded warrants are listed and traded under the symbols “ONFO” and “ONFOW,” respectively, on thCapital Market LLC (“Nasdaq”). On April 8, 2026, the closing/last price of our common stock and publicly-traded warrants on the Napproximately $0.64 and $0.068, respectively. Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page6of this prospectus for a discinformation that should be considered in connection with an investment in our securities. You should rely only on the information contained in this prospectus or any prospectus supplement or amendment hereto. Weauthorized anyone to provide you with different information. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of theseor determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The date of this prospectus isApril 27, 2026. TABLE OF CONTENTS PaABOUT THIS PROSPECTUSPROSPECTUS SUMMARYTHE OFFERINGRISK FACTORSCAUTIONARY STATEMENT REGARDING FORWARD LOOKING STATEMENTSUSE OF PROCEEDSDIVIDEND POLICYDETERMINATION OF OFFERING PRICEBUSINESSSELLING STOCKHOLDERDESCRIPTION OF SECURITIESPLAN OF DISTRIBUTIONLEGAL MATTERSEXPERTSINCORPORATION OF CERTAIN DOCUMENTS BY REFERENCEWHERE YOU CAN FIND MORE INFORMATION You may only rely on the information contained in this prospectus or that we have referred you to. We have not authorized anyoneyou with different information. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securithan the Common Stock offered by this prospectus. This prospectus does not constitute an offer to sell or a solicitation of an offer tCommon Stock in any circumstances in which such offer or solicitation is unlawful.