Onfolio Holdings Inc 美股招股说明书（2026年4月30日版）

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 buy 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. Be 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 N 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. 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. Neither the delivery of this prospectus nor ABOUT THIS PROSPECTUS We incorporate by reference important information into this prospectus. You may obtain the information incorporated by referenccharge by following the instructions under “Where You Can Find More Information.” You should carefully read this prospectus a We have not, and the placement agent has not, authorized anyone to provide any information or to make any representations other tcontained in this prospectus or in any free writing prospectuses prepared by or on behalf of us or to which we have referred you. Wresponsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospeoffer to sell only the securities offered hereby, and only under circumstances and in jurisdictions where it is lawful to do so. The in The information incorporated by reference or provided in this prospectus contains statistical data and estimates, including those rmarket size and competitive position of the markets in which we participate, that we obtained from our own internal estimates and rewell as from industry and general publications and research, surveys and studies conducted by third parties. Industry publications, stsurveys generally state that they have been obtained from sources believed to be