Rich Sparkle Holdings Limited SEC Filings

Rich Sparkle Holdings Limited filed a Form F-1 registering up to 3,751,755 Ordinary Shares for resale by the named selling shareholders. The company states it is not selling shares hereunder and will receive no proceeds from resales; all proceeds go to the selling shareholders.

The prospectus names Superb Prospect Group Limited as a holder with 1,400,000 Ordinary Shares being registered for resale and notes Superb Prospect currently owns approximately 56.02% of outstanding shares. The filing discloses material PRC/Hong Kong regulatory uncertainties, cybersecurity and PCAOB inspection/delisting risks, and that the company operates as a BVI holding company with operations through its Hong Kong subsidiary.

Rich Sparkle Holdings Ltd director files initial ownership report. Director CHA Ho Wa submitted a Form 3 for Rich Sparkle Holdings Ltd, marking the start of public reporting of this insider’s equity position. The filing shows no reportable transactions, derivative positions, or other equity holdings at the time reflected.

Rich Sparkle Holdings Limited, a BVI holding company for a Hong Kong financial printing and corporate services business, filed its annual report on Form 20-F for the fiscal year ended September 30, 2025.

The report notes 12,500,000 Ordinary Shares outstanding as of September 30, 2025 and highlights that all operations run through a Hong Kong subsidiary, with reporting currency in U.S. dollars and functional currency in Hong Kong dollars. Key risks include potential PRC oversight of Hong Kong operations, evolving PRC and Hong Kong laws on data, cybersecurity, competition and overseas listings, reliance on Hong Kong equity capital market activity, customer retention, IT and cybersecurity vulnerabilities (including from generative AI), dependence on third-party suppliers and technology, and control by a majority shareholder that holds about two-thirds of voting power.

Rich Sparkle Holdings Limited entered into private placement subscription agreements to sell 3,000,000 ordinary shares at US$13.0 per share to accredited investors. This private placement is expected to close on or about January 23, 2026, subject to customary closing conditions. The transaction is expected to generate gross proceeds of about US$39,000,000 before expenses, which the company plans to use for general working capital and other general corporate purposes. The shares are being issued in an unregistered offering under U.S. securities laws and may only be resold under an effective registration statement or a valid exemption.

Rich Sparkle Holdings Limited has entered into a sale and purchase agreement to acquire 100% of Step Distinctive Limited for a consideration of US$975,000,000, to be paid through the issuance of 75,000,000 ordinary shares to the vendors. Step Distinctive, through its Hong Kong subsidiary, operates an e-commerce live-streaming business that will continue to be led by top influencer Serigne Khabane Lame, who currently controls 49% of the target company. Because the deal would combine Rich Sparkle with a non-Nasdaq entity and may result in a change of control, the company must apply for initial Nasdaq listing in connection with the transaction. The agreement is subject to conditions including a valuation of at least US$900 million, completion of due diligence, and stock exchange approval for dealing in the consideration shares.

Rich Sparkle Holdings Limited filed a Form 6-K to explain that, as a British Virgin Islands company listed on Nasdaq, it has elected to rely on the home country rule exemption under Nasdaq Listing Rule 5615(a)(3). This allows the company, as a foreign private issuer, to follow its home country corporate governance practices instead of certain requirements in the Nasdaq Marketplace Rule 5600 Series. The company states that, apart from the matters covered by this exemption, there is no significant difference between its corporate governance practices and those required of domestic U.S. companies on Nasdaq.

Rich Sparkle Holdings Limited changed its independent auditor after its audit committee accepted the resignation of Wei, Wei & Co., LLP and approved the appointment of FundCertify CPA Professional Corporation, both effective December 15, 2025. FundCertify will provide the audit services previously handled by Wei, Wei & Co.

The company states that Wei, Wei & Co.’s reports on its financial statements for the years ended September 30, 2024 and 2023 contained no adverse opinion, no disclaimer of opinion, and no qualifications related to uncertainty, audit scope, or accounting principles. It also reports no disagreements or reportable events with Wei, Wei & Co. during those periods through December 15, 2025, and notes that it did not consult FundCertify on accounting or audit issues before the appointment. A confirming letter from Wei, Wei & Co. is filed as Exhibit 99.1.

Rich Sparkle Holdings Limited has entered into a strategic transaction with an Animoca Brands investment vehicle involving a new subsidiary, Rich Bright Corporate Limited. The subsidiary will issue 4,900 class A preferred shares to Animoca in exchange for digital assets in the Open Campus ecosystem valued at US$3,000,000, based on the unit’s CoinMarketCap price one day before signing. As an inter-company step, Rich Sparkle will issue ordinary shares to the subsidiary valued at US$3,122,449 using the company’s Nasdaq closing price on the agreement date. The securities are being issued in a private, unregistered transaction and are subject to customary closing conditions and a shareholders’ agreement that sets governance terms. The company views this as a key milestone in its digital transformation and Web3 expansion strategy.