[6-K] Oriental Rise Holdings Limited Current Report (Foreign Issuer)

Rhea-AI Filing Summary

Form 144 filing overview: A notice has been filed for the proposed sale of 151,286 Brookdale Senior Living Inc. common shares through UBS Financial Services. The filer plans to execute the transaction on or about 07 July 2025. Based on the data supplied in the form, the shares carry an aggregate market value of USD 10.29 million. Brookdale has 234,347,862 shares outstanding, so the contemplated sale represents roughly 0.07 % of total shares.

The shares were acquired via RSU vesting on 27 Feb 2024. The form lists Lucinda Baier as the seller in all related tables.

Prior insider activity: During the three-month period from 06 Jun 2025 to 24 Jun 2025, the same seller completed five open-market transactions totaling 457,737 shares for combined gross proceeds of USD 3.16 million. Those prior disposals equal about 0.20 % of shares outstanding.

Implications for investors: Rule 144 filings do not obligate the filer to sell, but they signal intent and may indicate liquidity needs or portfolio rebalancing by an insider. The size of the proposed sale is modest relative to Brookdale’s float; however, when combined with recent sales, it shows a continued reduction in the insider’s exposure over a short period.

Positive

• None.

Negative

• Ongoing insider selling trend: 609,023 shares (planned + recent) marked for sale within a three-month window.
• No disclosed insider purchases to counterbalance the sales signal.

Insights

Securities Analyst

TL;DR: Continued insider selling; small in percentage terms but consistent over 3 months—generally a mild negative signal.

The Form 144 registers an intent to sell 151,286 shares (~0.07 % of float) after 457,737 shares were already sold this quarter. Although the absolute percentage is low, the steady cadence suggests ongoing disposition rather than a one-off liquidity event. Investors often view clustered insider sales as a sentiment head-wind, particularly when conducted by a senior executive. The filing does not disclose any offsetting insider purchases.

Given the limited size versus Brookdale’s market capitalization, I classify the impact as not materially price-moving, yet directionally negative for sentiment.

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 OF THE

SECURITIES EXCHANGE ACT OF 1934

For the month of July 2025

Commission File Number 001-42371

Oriental Rise Holdings Limited

(Translation of registrant’s name into English)

No. 48 Xianyu Road
Shuangcheng Town, Zherong County
Ningde City, Fujian Province
People’s Republic of China

(Address of principal executive offices)

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 ☐

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On June 30, 2025, Oriental Rise Holdings Limited (the “Company”) received a letter (the “Notification Letter”) from the Nasdaq Stock Market, LLC (“Nasdaq”) notifying the Company that, because it has not maintained a bid price of least of $1.00 per share for the past thirty (30) consecutive days, it is no longer in compliance with the minimum bid price requirement of Nasdaq Listing Rule 5550(a)(2). In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has been provided 180 calendar days, or until December 29, 2025, to regain compliance with the minimum bid price requirement. The Notification Letter also provides that, if at any time during this 180-day period, the closing bid price of the Company’s security is at least $1.00 for a minimum of ten consecutive business days, Nasdaq will provide its written confirmation of compliance and this matter will be closed.

If the Company does not regain compliance within the 180-day period, the Company may be eligible for additional time, provided that it meets all listing standards for The Nasdaq Capital Market, with the exception of the bid price requirement, and shall provide written notice to Nasdaq of its intention to cure the deficiency during the second compliance period, by effecting a reverse stock split, if necessary. If Nasdaq determines that the Company meets these requirements, it will notify the Company that it will be granted an additional 180-day cure period, but if Nasdaq determines that the Company does not meet these requirements, Nasdaq will notify the Company that its securities will be subject to delisting.

The Notification Letter does not impact the Company’s listing on the Nasdaq Capital Market at this time (however, Nasdaq will include the Company on its website in its list of non-compliant Nasdaq companies and the basis of such non-compliance commencing five business days from the date of the Notification Letter). The Company’s business operations are also not affected by the receipt of the Notification Letter. The Company intends to monitor the closing bid price of its securities on the Nasdaq Capital Market and, if appropriate, consider implementing available options, including a reverse stock split, to regain compliance with the minimum bid price requirement.

On July 7, 2025, we released the press release furnished herewith as Exhibit 99.1.

 Exhibits

The following exhibits are included in this Form 6-K:

Exhibit No.		Description of Exhibit
99.1		Press Release

1

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.

Date: July 7, 2025	Oriental Rise Holdings Limited
	By:	/s/ Dezhi Liu
		Dezhi Liu
		Chief Executive Officer

2

FAQ

How many Brookdale (BKDT) shares are being proposed for sale in this Form 144?

The filing covers 151,286 common shares.

What is the approximate market value of the shares to be sold?

The aggregate market value listed is about USD 10.29 million.

When is the planned sale date for the Form 144 shares?

The filer indicates an approximate sale date of 07 July 2025.

How many Brookdale shares has the filer sold in the last three months?

Five prior transactions totaled 457,737 shares between 06 Jun 2025 and 24 Jun 2025.

What percentage of Brookdale’s outstanding shares does this proposed sale represent?

Roughly 0.07 % of the 234.35 million shares outstanding.

How were the shares being sold originally acquired?

They were obtained through RSU vesting on 27 Feb 2024.