Oriental Culture (NASDAQ: OCG) reverse split, $0.05 special dividend

Rhea-AI Filing Summary

Oriental Culture Holding LTD reports shareholder approval and Board implementation of a 1-for-220 share consolidation of its ordinary shares. The Board set the consolidation ratio on December 14, 2025, and the company’s ordinary shares will begin trading on a post-consolidation basis on the Nasdaq Stock Market under the symbol OCG on January 16, 2026. Pre-consolidation, there were 381,521,594 ordinary shares outstanding with a par value of $0.00025, and post-consolidation there will be approximately 1,738,189 ordinary shares outstanding with a par value of $0.055. The consolidation is primarily to comply with Nasdaq Marketplace Rule 5550(a)(2) on minimum bid price.

Shareholders will receive one post-consolidation share for every 220 pre-consolidation shares, with fractional shares rounded up at the participant level with DTC. On January 8, 2026, the Board also approved a special cash dividend of $0.05 per share, payable on a post-consolidation basis. The record date is January 22, 2026, and the payment date is February 9, 2026.

Insights

Equity structure & corporate actions analyst

OCG combines a large reverse split to meet Nasdaq rules with a modest special dividend.

Oriental Culture Holding LTD has authorized and implemented a 1-for-220 share consolidation, reducing the ordinary shares outstanding from 381,521,594 to approximately 1,738,189 while increasing par value from $0.00025 to $0.055. The company states this consolidation is primarily to comply with Nasdaq Marketplace Rule 5550(a)(2), which relates to minimum bid price per share, indicating a focus on maintaining its Nasdaq listing.

The mechanics are straightforward: shareholders receive one new share for every 220 old shares, with no fractional shares issued and rounding up at the DTC participant level. In parallel, on January 8, 2026, the Board approved a special cash dividend of $0.05 per post-consolidation share, with a record date of January 22, 2026 and payment on February 9, 2026. Together, these steps adjust the share price optics and provide a one-time cash return without changing total ownership proportions among shareholders.

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Accepted by SEC EDGAR 01/13/2026 - 04:30 PM Learn about SEC filing dates

FAQ

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

Shareholders approved a 1-for-220 share consolidation of all issued and outstanding and authorized and unissued ordinary shares, with the exact ratio set by the Board within an approved range.

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

Oriental Culture’s ordinary shares will begin trading on a post-consolidation basis on the Nasdaq Stock Market under the symbol OCG on January 16, 2026.

How does the OCG share consolidation affect the number of shares outstanding?

The pre-consolidation number of ordinary shares outstanding is 381,521,594 with par value $0.00025, and the post-consolidation number will be approximately 1,738,189 with par value $0.055.

Why is Oriental Culture conducting this share consolidation?

The company states the Share Consolidation is primarily being effectuated to comply with Nasdaq Marketplace Rule 5550(a)(2), which relates to the minimum bid price per share of its ordinary shares.

Will OCG shareholders receive fractional shares after the consolidation?

No fractional shares will be issued; fractions will be rounded up at the participant level with DTC in connection with the share consolidation.

What special cash dividend did OCG declare and on what basis?

On January 8, 2026, the Board approved a special cash dividend of $0.05 per share, to be paid on a post-consolidation basis after the 1-for-220 share consolidation becomes effective.

What are the record and payment dates for OCG’s special dividend?

The record date for the special cash dividend is January 22, 2026, and the payment date is February 9, 2026.

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 January 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. (the “Share Consolidation”).

On December 14, 2025, the Board determined the ratio for Share Consolidation to be one (1)- for- two hundred and twenty (220) and to round up the fractions of the issued consolidated shares resulting from 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 January 16, 2026. The current pre-split number of Ordinary Shares outstanding is 381,521,594 with a par value of $0.00025 and the post-split number of Ordinary Shares outstanding will be approximately 1,738,189 with a par value of $0.055.  The new CUSIP number for the Company’s Ordinary Shares post-consolidation is G6796W123. 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 two hundred and twenty 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.

On January 8, 2026, the Board approved a special cash dividend to all shareholders of the Company. The dividend amount will be US$0.05 per share. The record date for the special cash dividend will be January 22, 2026 and the payment date will be February 9, 2026. The special dividend will be paid on the post-consolidation basis after the one (1)- for- two hundred and twenty (220) share consolidation of the Ordinary Shares of the Company with a market effective date on January 16, 2026.

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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: January 13, 2026	By:	/s/ Yi Shao
	Name:	Yi Shao
	Title:	Chief Executive Officer

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