Everbright Digital Holding Ltd美股招股说明书(2026-07-28版)

PROSPECTUS Filed pursuant to rule 424(b)(4)Registration No. 333-297089 Up to 4,293,000 Ordinary Shares Everbright Digital Holding Limited We are offering in a best efforts basis up to 4,293,000 ordinary shares, par value US$0.00064 per share (the “Ordinary Shares”) ofEverbright Digital Holding Limited, an exempted company incorporated in the Cayman Islands with limited liability whose principalplace of business is in HongKong, at an offering price of US$1.88 per share. Our Ordinary Shares are listed on the Nasdaq Capital Market under the symbol “EDHL.” On July 23, 2026, the last reported salesprice of our Ordinary Shares on the Nasdaq Capital Market was US$3.68. The securities will be offered at a fixed price and are expected to be issued in a single closing. We expect this offering to be completednot later than two business days following the effective date of the registration statement of which this prospectus forms a part (the“RegistrationStatement”)and we will deliver all securities to be issued in connection with this offering delivery versuspayment/receipt versus payment upon receipt of investor funds received by us. Accordingly, neither we nor WestPark Capital, Inc.(“WestPark”, or the “Placement Agent”) have made any arrangements to place investor funds in an escrow account or trust accountsince the Placement Agent will not receive investor funds in connection with the sale of the securities offered hereunder. We have engaged WestPark as our exclusive placement agent to use its reasonable best efforts to solicit offers to purchase oursecurities in this offering. The Placement Agent is not purchasing or selling any of the securities we are offering and is not required toarrange for the purchase or sale of any specific number or dollar amount of the securities. Because there is no minimum offeringamount required as a condition to closing in this offering the actual public offering amount, Placement Agent’s fee, and proceeds to us,if any, are not presently determinable and may be substantially less than the total maximum offering amounts set forth above andthroughout this prospectus. We have agreed to pay the Placement Agent the Placement Agent fees set forth in the table below. See“Plan of Distribution” in this prospectus for more information. Investors are cautioned that you are buying shares of a Cayman Islands holding company with operations in HongKong by itsoperating subsidiary. Everbright Digital Holding Limited, or Everbright Cayman, is a holding company incorporated in the Cayman Islands with no materialoperations of its own, and we conduct all our operations in HongKong through Hong Kong United Metaverse Limited, orHKUML.References to the “Company,” “we,” “us,” and “our” in the prospectus are to Everbright Cayman, the Cayman Islands entitythat will issue the Ordinary Shares being offered, and its subsidiaries. References to “HKUML” or “Operating Subsidiary” are to oursole operating subsidiary as of the date of this prospectus. This is an offering of the Ordinary Shares of Everbright Cayman, theholding company in the Cayman Islands, instead of the shares of HKUML.Investors in this offering may never directly hold anyequity interests in HKUML. All of our operations are conducted by our indirect wholly owned Operating Subsidiary in HongKong, a special administrative regionof the People’s Republic of China (“China” or the “PRC”), with its own governmental and legal system that is independent fromMainland China, including having its own distinct laws and regulations. We do not have any operation or maintain office or personnelin Mainland China. Furthermore, none of our customers and suppliers are located in Mainland China. We currently do not have orintend to set up any subsidiary in Mainland China, and do not foresee the need to enter into any contractual arrangements with avariable interest entity (“VIE”) to establish a VIE structure in Mainland China. As of the date of this prospectus, as advised by Khoo&Co., our counsel as to the laws of HongKong, we are not subject to the PRC government’s direct influence or discretion over themanner in which we conduct our business activities outside of the PRC. However, due to the constitutional relationship between Mainland China and Hong Kong under the “one country, two systems”framework, there is inherent uncertainty as to whether and how PRC laws and regulations may evolve to affect companies operating inHong Kong in the future. While the Basic Law currently limits the application of PRC national laws in Hong Kong to those listed inAnnex III thereof (which is confined to laws relating to defense, foreign affairs, and other matters outside the autonomy of HongKong), we cannot assure you that there will be no changes to this framework or that the PRC government will not, in the future, seekto extend its regulatory oversight to Hong Kong-based companies such as us. If, in the future, the PRC government were to takeactions that subject our operati