(Note: This is a small-cap unit IPO. Each unit consists of one share of common stock and two warrants, with each warrant exercisable to buy one share of common stock. IPOScoop has NO CALL on unit IPOs; SPACs are the exception to that policy.)

We acquire controlling interests in and actively manage small websites with a focus on useful content. We define small websites as those that generate annual cash flows of up to $5 million per year. We focus on those that we believe operate in sectors with long-term growth opportunities, (ii) have positive and stable cash flows, (iii) face minimal threats of technological or competitive obsolescence and (iv) can be managed by our existing team or have strong management teams largely in place. Through the acquisition and growth of a diversified group of websites with these characteristics, we believe we offer investors in our shares an opportunity to diversify their own portfolio risk.

We own or manage 18 websites, as of the date of this prospectus. We currently operate in the following verticals: Pets, Arts and Crafts, B2B SEO Services, Molecular Hydrogen Supplements, Computers, Graphic Design, and People Search. 

Our ideal acquisition candidate has the following characteristics: proven track record with paid media; a product, physical or digital with satisfied customers and brand equity; upward growth trajectory; growing industry or sector; attractive purchase price; under-utilized marketing assets or channels; passionate, high-value audience or customer base; attractive profit margin and cashflow; diversified traffic and revenue sources, and content or community-based. 

**Note: Revenue and net loss figures are for the 12 months that ended March 31, 2022.

**Note: All share amounts and per share amounts have been presented to reflect the 1 -for- 4.7619 reverse stock split of our outstanding shares of common stock that occurred on Aug. 11, 2022.

(Note: Onfolio Holdings priced its unit IPO on Aug. 25, 2022, at $5.00 – above its assumed IPO price of $4.50 – and sold fewer units – 2.75 million units, down from the 3.13 million units in the prospectus – to raise $13.75 million.)

(Background: Onfolio Holdings reworked its IPO by increasing the number of units to 3.13 million units, up from 1.61 million units, and kept the IPO price at $4.50 per unit, to raise $14.09 million, according to an S-1/A filing dated Aug. 16, 2022. Previously: Onfolio Holdings cut the size of its IPO to 1.61 million units, down from 1.7 million units, and set the IPO price at $4.50, the bottom of its previous range of $4.50 to $5.50, in an S-1/A filing dated July 22, 2022. The unit IPO was then expected to raise $7.2 million, down 15.3 percent from its previous estimate of $8.5 million. Previous changes in terms: A reduction to 1.7 million units, down from 2.9 million, and a cut in the high end of the price range to $4.50 to $5.50, compared with $4.25 to $6.25, in an S-1/A filing on June 14, 2022. Onfolio filed its S-1 on April 7, 2022, following confidential IPO paperwork on Jan. 21, 2022.)