S-1/A 1 onfo_s1a.htm FORM S-1/A As filed with the U.S. Securities and Exchange Commission on January 28, 2026 Registration No. 333- 292216 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ONFOLIO HOLDINGS INC. (Exact name of registrant as specified in its charter) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Number) (State or Other jurisdiction of incorporati ...

Investment Philosophy - The industry emphasizes skill-building over blind gambling in crypto investments [1] - Learning involves dedicated time, failure analysis, and iterative correction [1] - Accelerated learning is possible by learning from experienced individuals [1] Educational Opportunity - The Haven offers 6 full courses for $99 [1] - The courses aim to accelerate learning and reduce investment mistakes [1]

Training Opportunity - The Haven Crypto offers 6 courses for $99 to help users learn from others' mistakes instead of losing money through trial and error [1] Marketing - The Haven Crypto encourages users to reflect on their mistakes from the past week and prepare for the upcoming week by leveling up their skills [1]

Financial Data and Key Metrics Changes - Total revenue in Q2 2025 was $162.8 million, an increase of $9.9 million or 6.5% from the prior year period [17] - Net loss available to common shareholders was $300,000 compared to a net loss of $1.2 million in the prior year [18] - Adjusted EBITDA was $15.1 million, a $4.2 million or 38% increase over the prior year period, representing an adjusted EBITDA margin of 9.3% compared to 7.1% in the prior year [18] Business Line Data and Key Metrics Changes - At APUS, revenue increased to $81.7 million, a 6.1% increase compared to the prior year, with net course registrations increasing 7.3% [19] - Rasmussen's revenue was $59.5 million, an increase of 12.2%, with total enrollment growing 7.4% to approximately 14,600 students [19] - Hondros' revenue was up 10.5% to $18.1 million, with total enrollment increasing 13.5% to approximately 3,700 students [20] Market Data and Key Metrics Changes - Enrollment at Rasmussen increased from 7% in Q2 2025 to 10% in Q3 2025, marking the fifth consecutive quarter of year-over-year enrollment increases [12] - APUS expects continued year-over-year registration growth in the low to mid single digits for the remainder of 2025 [13] Company Strategy and Development Direction - The company is focused on simplifying its business structure and has completed the sale of Graduate School USA, which was deemed no longer a strategic fit [8][9] - APEI is investing in intelligent infrastructure and personalized digital tools to modernize the learner journey [9] - The combination of APUS, Rasmussen, and Hondros into a single accredited institution is ongoing, with approvals received from HLC and state agencies [10] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about the long-term potential of the company, citing strong enrollment growth and improved financial performance [28] - The company is maintaining its full-year revenue guidance while increasing adjusted EBITDA guidance to between $81 million and $88 million [11][25] Other Important Information - The company redeemed its preferred equity for approximately $43 million, funded by proceeds from the sale of corporate buildings and the release of restricted cash [7][22] - Cash flow from operations for the first six months of 2025 was $51.8 million compared to $33.2 million in the prior year [21] Q&A Session Summary Question: Can you provide more details on military business enrollments and tuition assistance? - Management noted that the $100 million in funding from the Department of Defense is authorized through September 2029, which will benefit military education providers, including APEI [34][35] Question: What is the outlook for Rasmussen's margins? - Management explained that margins were lower sequentially due to new course material costs and annual salary increases, but they expect operating leverage to improve as enrollments grow [43][46] Question: What are the expectations for new program ads and campus expansions? - Management indicated that they will share a multiyear view of campus opening strategies at the upcoming Investor Day [58] Question: How does the consolidation of educational units impact revenue and cost synergies? - Management highlighted that combining the institutions will allow for shared resources and access to a broader curriculum, enhancing marketing efficiency [68][70] Question: What is the impact of the "big beautiful bill" on the company? - Management stated that the bill has minimal negative impact, with additional funding expected to widen the total addressable market for military students [94][96]