Dominic Wells reports 27% ownership stake in Onfolio (ONFO)

Rhea-AI Filing Summary

Onfolio Holdings, Inc. received an updated ownership report from investor Dominic Benjamin James Wells, who reports beneficial ownership of 1,716,931 Onfolio common shares and warrants, representing 27% of the company’s common stock.

The stake consists of 1,240,000 common shares plus 476,931 immediately exercisable warrants. The percentage is based on 5,868,135 common shares outstanding as of November 14, 2025, plus the shares underlying the exercisable warrants. Wells has sole voting and dispositive power over all reported securities.

Insights

Equity ownership and governance analyst

A single investor discloses a sizable 27% beneficial stake in Onfolio.

Dominic Benjamin James Wells reports beneficial ownership of 1,716,931 Onfolio common shares and warrants, equal to 27% of the outstanding common stock using the filing’s calculation basis. He holds sole voting and dispositive power over these securities.

The position includes 1,240,000 common shares and 476,931 immediately exercisable warrants, calculated against 5,868,135 shares outstanding as of November 14, 2025 plus the warrant shares. This level of ownership gives Wells meaningful influence on voting outcomes, although the disclosure does not describe any specific plans or intentions.

Future company filings that reference shareholder votes or governance changes may show how this 27% beneficial stake interacts with other large holders, but this amendment itself is primarily informational and does not announce a transaction.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

Onfolio Holdings, Inc

(Name of Issuer)

Common Stock, par value $.001 per share

(Title of Class of Securities)

68277K207

(CUSIP Number)

12/31/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 68277K207

1

Names of Reporting Persons

Wells Dominic Benjamin James

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED KINGDOM

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 1,716,931.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 1,716,931.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,716,931.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

27 %

12

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: * Comprised of 1,240,000 shares of common stock and 476,931 immediately exercisable warrants to purchase 476,931 shares of common stock. ** Percentage calculated based upon total of (i) 5,868,135 shares of common stock outstanding as of November 14, 2025, as reported in the Form 10-Q of Onfolio Holdings Inc., filed with the Securities and Exchange Commission on November 14, 2025; and (ii) 476,931 shares of common stock assuming exercise of all 476,931 immediately exercisable warrants.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Onfolio Holdings, Inc
(b)	Address of issuer's principal executive offices: 1007 NORTH ORANGE STREET 4TH FLOOR WILMINGTON DE 19801
Item 2.
(a)	Name of person filing: Dominic Benjamin James Wells
(b)	Address or principal business office or, if none, residence: 1007 North Orange Street, Fourth Floor, Wilmington, Delaware 19801
(c)	Citizenship: The Reporting Person is a British citizen.
(d)	Title of class of securities: Common Stock, par value $.001 per share
(e)	CUSIP No.: 68277K207
Item 4.	Ownership
(a)	Amount beneficially owned: The information required by Items 4(a) - (c) is set forth in Rows (5) - (11) of the cover page for the Reporting Person hereto and is incorporated herein by reference for the Reporting Person.
(b)	Percent of class: The information required by Items 4(a) - (c) is set forth in Rows (5) - (11) of the cover page for the Reporting Person and is incorporated herein by reference for the Reporting Person.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: The information required by Items 4(a) - (c) is set forth in Rows (5) - (11) of the cover page for the Reporting Person hereto and is incorporated herein by reference for the Reporting Person.
	(ii) Shared power to vote or to direct the vote: The information required by Items 4(a) - (c) is set forth in Rows (5) - (11) of the cover page for the Reporting Person hereto and is incorporated herein by reference for the Reporting Person.
	(iii) Sole power to dispose or to direct the disposition of: The information required by Items 4(a) - (c) is set forth in Rows (5) - (11) of the cover page for the Reporting Person hereto and is incorporated herein by reference for the Reporting Person.
	(iv) Shared power to dispose or to direct the disposition of: The information required by Items 4(a) - (c) is set forth in Rows (5) - (11) of the cover page for the Reporting Person hereto and is incorporated herein by reference for the Reporting Person.
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. See Item 4.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.	Certifications:
	Not Applicable

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Wells Dominic Benjamin James

Signature:	/s/ Dominic Wells
Name/Title:	Reporting Person
Date:	02/12/2026

FAQ

What percentage of Onfolio Holdings (ONFO) does Dominic Benjamin James Wells beneficially own?

Dominic Benjamin James Wells reports beneficial ownership of 27% of Onfolio’s common stock. This percentage is based on 1,716,931 shares and warrants compared with 5,868,135 shares outstanding as of November 14, 2025, plus the warrant shares.

How many Onfolio Holdings (ONFO) securities does Dominic Wells report owning?

Dominic Wells reports beneficial ownership of 1,716,931 Onfolio securities. This consists of 1,240,000 shares of common stock and 476,931 immediately exercisable warrants to purchase the same number of additional common shares, all under his sole voting and dispositive power.

How was the 27% ownership stake in Onfolio Holdings (ONFO) calculated?

The 27% stake is calculated using 5,868,135 Onfolio common shares outstanding as of November 14, 2025, as disclosed in a Form 10-Q, plus 476,931 shares issuable upon exercise of immediately exercisable warrants held by Dominic Wells.

What type of securities does Dominic Wells hold in Onfolio Holdings (ONFO)?

Dominic Wells holds two types of Onfolio securities: 1,240,000 shares of common stock and 476,931 immediately exercisable warrants. Each warrant allows the purchase of one additional share of common stock, giving him both current and potential future equity exposure.

Does Dominic Wells share voting or dispositive power over his Onfolio (ONFO) holdings?

No, the filing states that Dominic Wells has sole voting power and sole dispositive power over all 1,716,931 reported securities. It reports zero shared voting power and zero shared dispositive power with any other person or entity.

When did the ownership event requiring this Onfolio (ONFO) Schedule 13G/A occur?

The reportable event date is listed as December 31, 2025. This means the ownership information provided, including the 1,716,931 securities and the 27% beneficial ownership figure, reflects Dominion Wells’s position as of that event date.