Onfolio Holdings (ONFO) Registration filing summary

Company overview and business model

• Acquires and manages controlling interests in small online businesses with stable cash flows and growth potential, focusing on B2C eCommerce, B2B SEO/marketing services, and B2B digital products.

• Operates a diversified portfolio across multiple verticals, targeting businesses with proven customer acquisition, brand equity, and diversified revenue sources.

• Pursues acquisitions in fragmented markets where third-party financing is limited and sellers value non-economic factors.

• Employs a decentralized, cross-border management team and leverages operational synergies across its portfolio.

• Recent divestitures and impairments align the portfolio with B2B agency and information product lines.

Financial performance and metrics

• Recognized impairment losses in 2025 totaling over $700,000 across several investments due to declines in fair value and operating performance.

• As of April 2026, 5,863,215 shares of common stock and 169,460 shares of Series A preferred stock are outstanding.

• Series A preferred stock carries a 12% cumulative dividend and is senior to common stock in liquidation.

Use of proceeds and capital allocation

• Will not receive proceeds from the resale of shares by the selling stockholder; all funds from the offering go to the selling stockholder.

• Intends to use available funds and future earnings to finance business growth and meet Series A preferred dividend obligations; no cash dividends on common stock are anticipated.

• Approximately $2.44 million of net proceeds from convertible notes used to purchase digital assets such as Ethereum, Solana, and Bitcoin.