Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 1)*
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Onfolio Holdings, Inc (Name of Issuer) |
Common Stock, par value $.001 per share (Title of Class of Securities) |
68277K207 (CUSIP Number) |
12/31/2024 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 68277K207 |
| 1 | Names of Reporting Persons
Wells Dominic Benjamin James | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED KINGDOM
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,642,431.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
29.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: * Comprised of 1,165,500 shares of common stock and 476,931 immediately exercisable warrants to purchase 476,931 shares of common stock.** Percentage calculated based upon total of (i) 5,127,396 shares of common stock outstanding as of November 14, 2024, as reported in the Form 10-Q of Onfolio Holdings Inc., filed with the Securities and Exchange Commission on November 14, 2024; and (ii) 476,931 shares of common stock assuming exercise of all 476,931 immediately exercisable warrants.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Onfolio Holdings, Inc | |
| (b) | Address of issuer's principal executive offices:
1007 NORTH ORANGE STREET 4TH FLOOR, WILMINGTON, DELAWARE, 19801. | |
| Item 2. | ||
| (a) | Name of person filing:
Dominic Benjamin James Wells (the "Reporting Person") | |
| (b) | Address or principal business office or, if none, residence:
1007 North Orange Street, Fourth Floor, Wilmington, Delaware 19801 | |
| (c) | Citizenship:
The Reporting Person is a British citizen. | |
| (d) | Title of class of securities:
Common Stock, par value $.001 per share | |
| (e) | CUSIP No.:
68277K207 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
The information required by Items 4(a) - (c) is set forth in Rows (5) - (11) of the cover page for the Reporting Person hereto and is incorporated herein by reference for the such Reporting Person. | |
| (b) | Percent of class:
The information required by Items 4(a) - (c) is set forth in Rows (5) - (11) of the cover page for the Reporting Person and is incorporated herein by reference for the Reporting Person. %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
The information required by Items 4(a) - (c) is set forth in Rows (5) - (11) of the cover page for the Reporting Person hereto and is incorporated herein by reference for the Reporting Person. | ||
| (ii) Shared power to vote or to direct the vote:
The information required by Items 4(a) - (c) is set forth in Rows (5) - (11) of the cover page for the Reporting Person hereto and is incorporated herein by reference for the Reporting Person. | ||
| (iii) Sole power to dispose or to direct the disposition of:
The information required by Items 4(a) - (c) is set forth in Rows (5) - (11) of the cover page for the Reporting Person hereto and is incorporated herein by reference for the Reporting Person. | ||
| (iv) Shared power to dispose or to direct the disposition of:
The information required by Items 4(a) - (c) is set forth in Rows (5) - (11) of the cover page for the Reporting Person hereto and is incorporated herein by reference for the Reporting Person. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
See Item 4. | ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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