Oriental Rise SEC Filings

Oriental Rise Holdings Limited (ORIS) filed a Form F-1 to raise capital through a best-efforts offering of up to 11,363,636 Units at an assumed US$0.88 each. Every Unit contains one Ordinary Share (or a Pre-Funded Warrant) and one five-year Common Warrant. At the assumed price, gross proceeds could reach roughly US$10 million, but there is no minimum subscription, so the final amount may be materially lower.

The warrant structure is highly dilutive. Common Warrants are immediately exercisable, include a zero-cash exercise alternative that doubles share delivery, and feature automatic strike resets to 70 % and 50 % of the initial US$0.88 on the 5th and 10th trading days post-closing. These resets proportionally boost the warrant share count, allowing issuance of up to 45,454,544 additional shares with no cash inflow if investors elect zero-price exercise. Pre-Funded Warrants carry a US$0.0001 exercise price and are offered to investors who would otherwise exceed 4.99 % (optionally 9.99 %) ownership caps.

ORIS ordinary shares already trade on Nasdaq, last quoted at US$0.9658 on 16 June 2025. The new warrants will not be listed, limiting their liquidity. Maxim Group LLC is the exclusive placement agent on a reasonable best-efforts basis; proceeds are immediately available to the company because funds are not escrowed.

As both an Emerging Growth Company and a Foreign Private Issuer, Oriental Rise will benefit from reduced reporting obligations. Proceeds are earmarked for general corporate use, but the filing cautions that effective deployment is uncertain. Investors must balance the potential capital infusion against substantial dilution risk, price volatility, and the company’s exclusive operating exposure to mainland China.