IPO - ORIENTAL RISE HOLDINGS Ltd

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Form Type: F-1

Filing Date: 2025-06-24

Corporate Action: Ipo

Type: New

Accession Number: 000121390025056821

Filing Summary: This registration statement on Form F-1 is filed by Oriental Rise Holdings Limited, a Cayman Islands holding company, in relation to its proposed initial public offering of up to 11,363,636 Units, each comprising one Ordinary Share and accompanying warrants (Common Warrants and Pre-Funded Warrants). The offering is being conducted on a best efforts basis with an assumed public offering price of US$0.88 per Unit. The registration includes details on the pricing structure of the warrants, including adjustments in exercise price following the offering. Oriental Rise is classified as both an emerging growth company and a foreign private issuer, and is subject to reduced public reporting requirements. The company emphasizes the regulatory risks associated with its operations in China, notably the emerging regulatory measures by the China Securities Regulatory Commission regarding overseas listings. The document outlines potential operational and legal risks tied to its corporate structure and aims to inform investors about the high-risk nature of investing in its Ordinary Shares, as well as the effects of U.S. regulations like the Holding Foreign Companies Accountable Act on the trading of its securities.

Additional details:

Address: No. 48 Xianyu Road, Shuangcheng Town, Zherong County, Ningde City, Fujian Province, People's Republic of China, 355399


Telephone Number: +86 (0) 593 8386777


Placement Agent: Maxim Group LLC


Last Reported Price: US$0.9658


Units Offered: 11,363,636


Assumed Public Offering Price: US$0.88


Emerging Growth Company: yes


Form Type: 20-F

Filing Date: 2025-04-30

Corporate Action: Ipo

Type: New

Accession Number: 000121390025037481

Filing Summary: Oriental Rise Holdings Limited, incorporated in the Cayman Islands, is not currently engaging in active business but operates as a holding company for its subsidiaries in mainland China, including Fujian Min Dong Hong Tea Technology Co., Ltd. and Fujian Qingjing Agricultural Comprehensive Development Co., Ltd. The company recently completed a successful initial public offering (IPO) on October 18, 2024, and received the necessary filing approval from the China Securities Regulatory Commission (CSRC) on January 24, 2024. A corporate share subdivision was executed on September 27, 2023, where each ordinary share of par value US$0.001 was subdivided into 1.25 shares of par value US$0.0008, increasing total shares outstanding to 20 million post-subdivision. Operating under unique regulatory conditions, the company acknowledges risks associated with Chinese government oversight of foreign investments and securities regulation that may impact business operations and share value. As of April 30, 2025, it is essential for the company to comply with evolving regulations to sustain investor confidence and operational status. The financial statements comply with U.S. GAAP, and no dividends are expected to be paid in the foreseeable future, as the company seeks to reinvest earnings for growth and expansion.

Additional details:

Organizational Structure: Cayman Islands holding company with operations through subsidiaries in mainland China


Ipo Date: 2024-10-18


Share Subdivision Date: 2023-09-27


Post Share Subdivision Total Shares: 20,000,000


Compliance Status: Completed filing with CSRC on 2024-01-24


Form Type: DRS

Filing Date: 2025-03-24

Corporate Action: Ipo

Type: New

Accession Number: 000101376225001631

Filing Summary: On March 24, 2025, Oriental Rise Holdings Limited filed a draft registration statement under Form F-1 for its public offering of securities. The document outlines the proposed sale of Units consisting of ordinary shares and warrants, aiming to commence sales soon after the statement's effective date. The company highlights its status as an emerging growth company and foreign private issuer, allowing it to tap into reduced reporting requirements. Specifics of the offering include potential up to [ ] Units at a fixed price, with the company's shares currently listed on the Nasdaq under the symbol 'ORIS'. The document also addresses various legal and regulatory considerations, particularly those impacting Chinese firms listed abroad, and emphasizes the necessity of compliance with the CSRC's filing requirements post-offering. Additionally, it discusses risks associated with regulatory changes in China that may affect its operations and share value, alongside an overview of the corporate structure and capital flow within its organization. The prospectus indicates reliance on Maxim Group LLC as the exclusive placement agent and outlines the handling of investor funds during the offering process.

Additional details:

Address: No. 48 Xianyu Road Shuangcheng Town, Zherong County Ningde City, Fujian Province, People's Republic of China, 355399


Telephone Number: +86 (0) 593 8386777


Agent For Service Name: The Crone Law Group, P.C.


Agent For Service Address: One East Liberty Suite 600 Reno, Nevada 89501


Placement Agent Name: Maxim Group LLC


Security Type Offered: Units consisting of One Ordinary Share or One Pre-Funded Warrant Exercisable for One Ordinary Share and One Common Warrant Exercisable for One Ordinary Share


Stock Market: Nasdaq

Stock Symbol: ORIS


Effective Date:


Emerging Growth Company: 1


Primary Industry: Not Applicable


Registered Accounting Firm: PKF Littlejohn LLP


Proceeds Use: immediate use for business plan implementation


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