Oriental Culture (NASDAQ: OCG) enacts 1-for-3 share consolidation to aid Nasdaq compliance

Rhea-AI Filing Summary

Oriental Culture Holding LTD has approved a share consolidation to reduce its share count and increase the per-share price. The Board adopted a one-for-three consolidation of authorized and issued ordinary shares, with trading on a post-consolidation basis on Nasdaq beginning April 27, 2026 under the symbol OCG.

The number of ordinary shares outstanding will move from 5,814,789 at a par value of $0.055 to approximately 1,938,863 at a par value of $0.165. The consolidation is primarily intended to help the company comply with Nasdaq Marketplace Rule 5550(a)(2) on minimum bid price. Shareholders will receive one new share for every three old shares, with fractional amounts rounded up at the participant level.

Insights

Equity structure analyst

Oriental Culture is consolidating shares 1-for-3 to support Nasdaq bid-price compliance, without changing total equity value.

The company approved a one-for-three share consolidation, cutting outstanding ordinary shares from 5,814,789 to about 1,938,863 and tripling stated par value per share from $0.055 to $0.165. Economically, this is a recapitalization step, not a cash transaction.

The filing states the consolidation is primarily to comply with Nasdaq Marketplace Rule 5550(a)(2), which focuses on minimum bid price. Actual market impact will depend on how the post-consolidation shares trade after April 27, 2026, when Nasdaq begins trading on the new basis.

Key Figures

Share consolidation ratio: 1-for-3 Pre-consolidation shares outstanding: 5,814,789 shares Post-consolidation shares outstanding: ≈1,938,863 shares +5 more

8 metrics

Share consolidation ratio 1-for-3 Board-approved consolidation of authorized and issued ordinary shares

Pre-consolidation shares outstanding 5,814,789 shares Ordinary shares outstanding before consolidation, par value $0.055

Post-consolidation shares outstanding ≈1,938,863 shares Ordinary shares outstanding after 1-for-3 consolidation, par value $0.165

Pre-consolidation par value $0.055 per share Ordinary shares before consolidation

Post-consolidation par value $0.165 per share Ordinary shares after 1-for-3 consolidation

Nasdaq rule cited Rule 5550(a)(2) Minimum bid price requirement for continued listing

Post-consolidation trading start April 27, 2026 Nasdaq trading on post-consolidation basis under symbol OCG

Maximum authorized consolidation range Up to 1:4,000 Shareholder-approved cumulative consolidation ratio range over two years

Key Terms

share consolidations, par value, Nasdaq Marketplace Rule 5550(a)(2), extraordinary general meeting, +2 more

6 terms

share consolidations financial

"share consolidations of all the issued and outstanding and authorized and unissued ordinary shares of the Company"

par value financial

"par value of the Company’s Ordinary Shares, at any one time or multiple times"

Par value is the fixed amount printed on a bond or stock that represents its original value when issued. It’s like the face value of a coin or bill—what the issuer promises to pay back or the starting price of a stock—though it often doesn’t change with market prices. It matters because it helps determine certain financial details, like how much the company will pay back at maturity.

Nasdaq Marketplace Rule 5550(a)(2) regulatory

"primarily being effectuated to comply with Nasdaq Marketplace Rule 5550(a)(2) related to the minimum bid price"

Nasdaq Marketplace Rule 5550(a)(2) sets a minimum share price requirement for companies listed on the Nasdaq Capital Market, typically requiring that a company’s common stock maintain a closing bid of at least $1.00 per share. It matters to investors because failure to meet this threshold can trigger a delisting review, which is similar to failing a safety inspection: the stock may be removed from the exchange or force corporate actions (like a reverse split) that change liquidity, visibility, and how easy it is to buy or sell the shares.

extraordinary general meeting regulatory

"the Company held an extraordinary general meeting of the Company"

fractional shares financial

"No fractional shares will be issued and the fractional shares will be round up"

Fractional shares are portions of a whole share of a stock or fund, allowing investors to own less than one full unit. They make it possible to invest a specific dollar amount rather than buy whole shares, like buying a slice of a pizza instead of the entire pie. For investors this lowers the cost barrier, helps with diversification, and lets you reinvest dividends or purchase expensive stocks in small, precise amounts.

Depository Trust Company (DTC) financial

"rounded up at the participant level with DTC in connection with the Share Consolidation"

A Depository Trust Company (DTC) is a centralized organization that holds stocks and other securities in electronic form and moves ownership between brokerages when trades occur. Think of it as a digital safe and postal service for securities that handles settlement, record-keeping and delivery of dividends or corporate notices. Its role matters to investors because DTC membership and processes enable faster, more reliable trading, reduce paperwork and lower the risk of failed or delayed settlements.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What share consolidation did Oriental Culture Holding (OCG) approve?

Oriental Culture Holding approved a one-for-three share consolidation of its ordinary shares. Every three existing shares will be combined into one new share, reducing the share count while proportionally increasing the per-share price and par value.

When will OCG begin trading on a post-consolidation basis on Nasdaq?

OCG will begin trading on a post-consolidation basis on Nasdaq on April 27, 2026. From that date, all displayed prices and quantities will reflect the one-for-three consolidation, under the same trading symbol OCG for its ordinary shares.

How many Oriental Culture (OCG) shares will be outstanding after the consolidation?

After the share consolidation, Oriental Culture expects approximately 1,938,863 ordinary shares outstanding, down from 5,814,789. This reflects the one-for-three ratio and maintains overall shareholder ownership percentages despite the lower share count.

Why is Oriental Culture implementing a share consolidation?

The company states the share consolidation is primarily to comply with Nasdaq Marketplace Rule 5550(a)(2). That rule relates to the minimum bid price requirement, and consolidating shares typically increases the trading price per share without changing total equity value.

How will OCG handle fractional shares from the consolidation?

No fractional shares will be issued in the consolidation. Instead, any fractional amounts at the Depository Trust Company participant level will be rounded up, simplifying positions for shareholders whose holdings are held electronically through brokerage accounts.

Do Oriental Culture shareholders need to take any action for the consolidation?

Shareholders holding OCG shares electronically through brokerage firms do not need to take action. The share consolidation’s effects, including the one-for-three ratio and rounding, will be applied automatically in their brokerage accounts according to the filing.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of April 2026

Commission File Number: 001-39734

Oriental Culture Holding LTD.

Room 1310, Tower B, Harbour View Building

Eastern District, Hong Kong

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F ☒     Form 40-F ☐

INFORMATION CONTAINED IN THIS FORM 6-K REPORT

On November 28, 2025, Oriental Culture Holding LTD, a Cayman Islands Company (the “Company”) held an extraordinary general meeting of the Company (the “Meeting”). At the Meeting, the shareholders of the Company approved to effect share consolidations of all the issued and outstanding and authorized and unissued ordinary shares of the Company (the “Ordinary Shares”) be consolidated with a corresponding increase in the par value of the Company’s Ordinary Shares, at any one time or multiple times during a period of up to two years after the date of the approval of the authorization of Share Consolidations by the shareholders of the Company, at the exact consolidation ratio and effective time as the Board of Directors of the Company (the “Board”) may determine from time to time in its absolute discretion provided that the accumulative consolidation ratio for all such share consolidation(s) shall not be more than 1:4,000 (the ”Range”), to be determined by the Company’s Board in its sole discretion.

On April 3, 2026, the Board approved a share consolidation with a ratio of one (1)- for- three (3) for authorized and issued Ordinary Shares and to round up the fractions of the issued consolidated shares resulting from the share consolidation (the “Share Consolidation”). The Company’s Ordinary Shares will begin to trade on the NASDAQ Stock Market on the post-consolidation basis under the symbol “OCG” on April 27, 2026. The current pre-split number of Ordinary Shares outstanding is 5,814,789 with a par value of $0.055 and the post-split number of Ordinary Shares outstanding will be approximately 1,938,863 with a par value of $0.165.  The new CUSIP number for the Company’s Ordinary Shares post-consolidation is G6796W131. The Share Consolidation is primarily being effectuated to comply with Nasdaq Marketplace Rule 5550(a)(2) related to the minimum bid price per share of the Company’s ordinary shares. 

The Company’s shareholders will receive one post-consolidation Ordinary Share for every three pre-consolidation Ordinary Shares held by them. No fractional shares will be issued and the fractional shares will be round up at the participant level with DTC in connection with the Share Consolidation. Shareholders who are holding their shares in electronic form at brokerage firms do not need to take any action, as the effect of the Share Consolidation will automatically be reflected in their brokerage accounts.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Oriental Culture Holding LTD
Date: April 21, 2026	By:	/s/ Yi Shao
	Name:	Yi Shao
	Title:	Chief Executive Officer

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