SEC Form POS AM filed by Onfolio Holdings Inc.

As filed with the U.S. Securities and Exchange Commission on August 5, 2025

Registration No. 333-264191

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 4

to

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Dominic Wells

Chief Executive Officer

1007 North Orange Street, 4th Floor

Wilmington, Delaware 19801

(682) 990-6920

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Northwest Registered Agent Service, Inc.

8 The Green, Ste B

Dover, DE 19901

302-581-4070

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

David M. Bovi, Esq.

David M. Bovi, P.A.

2855 PGA Blvd., Suite 150

Palm Beach Gardens, FL 33410

(561) 655-0665

Approximate date of commencement of proposed sale to the public: Not Applicable.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐ 

DEREGISTRATION OF SECURITIES

This Post-Effective Amendment No. 4 (this “Post-Effective Amendment No. 4”) relates to the Registration Statement on Form S-1 (File No. 333-264191) (the “Initial Registration Statement”), which was declared effective by the Securities and Exchange Commission on August 25, 2022 (the “Registration Statement”).

The Registration Statement related to the initial public offering Onfolio Holdings Inc., a Delaware corporation (the “Company”) and registered (i) 2,753,750 shares common stock; (ii) 6,117,250 warrants with each warrant exercisable to purchase one share of our common stock at an exercise price equal to $5.00 (the “publicly-traded warrants”); and  (ii) an underwriter’s warrant to purchase 82,613 shares of the Company’s common stock at an exercise price of $5.50 (the “representative’s warrants”). On May 15, 2023, the Company filed Post Effective Amendment No. 3 to the Initial Registration Statement which was declared effective by the Securities and Exchange Commission on May 15, 2023 (“Post-Effective Amendment No. 3”). Post Effective Amendment No. 3 related solely to the 6,199,863 shares of common stock issuable upon the exercise of the outstanding publicly-traded warrants and representative’s warrants and included an updated prospectus relating to the offer and sale of 6,199,863 shares of common stock issuable upon the exercise of these warrants. None of the outstanding publicly-traded warrants or representative’s warrants were exercised, and no securities were sold, pursuant to the updated prospectus included with Post-Effective Amendment No. 3.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Post-Effective Amendment No. 4 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Wilmington, State of Delaware, on August 5, 2025.

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 4 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.