[6-K] Rich Sparkle Holdings Ltd Current Report (Foreign Issuer)

Rhea-AI Filing Summary

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.

Insights

Equity and strategic partnerships analyst

Rich Sparkle structures a US$3M Web3 partnership with Animoca via a new subsidiary.

The deal creates a dedicated vehicle, Rich Bright Corporate Limited, to hold both Rich Sparkle equity and Open Campus digital assets. The subsidiary will issue 4,900 class A preferred shares to an Animoca Brands investment vehicle, with Animoca contributing Open Campus units valued at US$3,000,000, while Rich Sparkle contributes its own ordinary shares valued at US$3,122,449. This aligns an operating asset (the digital tokens) with an equity stake in the listed parent.

Governance will be governed by a shareholders’ agreement that includes customary corporate arrangements, representations, warranties, confidentiality, and termination provisions. Completion depends on conditions such as corporate approvals, a designated brokerage account for the company’s shares, and filing restated constitutional documents in the British Virgin Islands. The company explicitly positions this as a strategic step toward digital transformation and Web3 expansion through participation in the Open Campus ecosystem.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of November 2025

Commission File Number: 001-42724

Rich Sparkle Holdings Limited

(Registrant’s Name)

Portion 2, 12th Floor, The Center,

99 Queen’s Road Central,

Hong Kong

(Address of Principal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ☒            Form 40-F ☐

Information contained in this report

Entry into Material Definitive Agreements

The Subscription Agreement

On November 20, 2025, Rich Sparkle Holdings Limited, a British Virgin Islands company with limited liability (the “Company”) entered into (i) a subscription agreement (the “Subscription Agreement”) with its wholly-owned subsidiary, Rich Bright Corporate Limited (the “Subsidiary”), and Dragon Port Developments Limited, one of the investment vehicles of Animoca Brands Corporation Limited (“Animoca”), and (ii) a shareholders’ agreement among the same parties (the “Shareholders’ Agreement”, together with the Subscription Agreement, the “Transaction Agreements”). The Subsidiary was incorporated on November 14, 2025, with the Company as its sole shareholder.

Under the Subscription Agreement, and subject to the satisfaction of customary closing conditions, the Subsidiary agreed to issue and allot, and Animoca agreed to subscribe for, 4,900 class A preferred shares of the Subsidiary (the “Subscription Shares”).

These Subscription Shares will be issued as fully paid shares, free from all encumbrances and with all rights attaching from the date of issuance, including voting rights, dividend entitlements, and other rights as provided under the Subsidiary’s amended and restated memorandum and articles of association and the Shareholders’ Agreement.

Immediately upon completion (“Completion”), the equity structure of the Subsidiary will be as follows:

● The Company will hold 5,100 ordinary shares (representing approximately 51% of the fully-diluted and as-converted share capital); and

● Animoca will hold 4,900 class A preferred shares (representing approximately 49% of the fully-diluted and as-converted share capital).

Prior to Completion, and as an inter-company step contemplated by the agreement, the Company will issue and allot to the Subsidiary such number of ordinary shares (the “Company’s Shares”) having an aggregate value of US$3,122,449, calculated by dividing that dollar amount by the closing price of the Company’s listed ordinary shares on the Nasdaq Capital Market on the date of the agreement.
The issuance of the Company’s Shares is a condition precedent to Animoca’s obligation to subscribe for the Subscription Shares.

In consideration for the issuance of the Subscription Shares, Animoca will contribute digital assets denominated in Open Campus unit. At Completion, Animoca shall deposit, or cause to be deposited, an amount of unit equal in value to US$3,000,000, determined by dividing such dollar amount by the closing price of the unit as quoted on CoinMarketCap one (1) day prior to the date of the agreement.

The securities to be issued and sold by the Company under the Subscription Agreements, including the Company’s Shares, have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws, and may not be offered or sold in the United States absent registration with the U.S. Securities and Exchange Commission (the “SEC”) or an applicable exemption from the registration requirements of the Securities Act and such state securities laws. 

The Shareholders’ Agreement

Concurrently with the execution of the Subscription Agreement, the Company, the Subsidiary and Animoca also entered into a Shareholders’ Agreement to govern their respective rights and obligations as shareholders of the Subsidiary following Completion. The Shareholders’ Agreement sets forth customary corporate governance and operational arrangements, including

● the composition of the board of directors (three members, two appointed by ANPA and one by Animoca);

● reserved matters requiring the mutual consent of both shareholders;

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● restrictions on the transfer of shares and on the disposal of the Company’s Shares held by the Subsidiary;

● provisions for the joint management of a brokerage account through dual authorization controls; and

The Shareholders’ Agreement also contains customary representations, warranties, confidentiality, and termination provisions.

Completion of the Transaction Documents is subject to the satisfaction (or waiver) of certain conditions, including corporate approvals, opening of a designated brokerage account for holding the Company’s Shares, and the filing of the Subsidiary’s restated constitutional documents in the British Virgin Islands.

Strategic Collaboration with Animoca

The Company believes that its strategic collaboration with Animoca and participation in the Open Campus ecosystem will serve as an important milestone toward its digital transformation and Web3 expansion strategy.

About Open Campus: Open Campus is a decentralized education protocol that aims to revolutionize content creation, distribution, and accreditation in the global education industry.

About Animoca: Animoca Brands Corporation Limited is a global Web3 and digital-entertainment company headquartered in Hong Kong that specializes in blockchain-based gaming, digital-asset management, and intellectual-property licensing. Animoca Brands and its affiliates are recognized for investing in and developing blockchain ecosystems such as The Sandbox.

The foregoing summaries of the Transaction Documents do not purport to be complete and are subject to and are qualified in their entirety by copies of such documents filed as Exhibits 10.1 and 10.2, respectively to this Current Report on Form 6-K and are incorporated herein by reference.

This Report on Form 6-K shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Exhibits.

Exhibit No.		Description
10.1		Form of Agreement for the Subscription of Class A Preferred Shares in Rich Bright Corporate Limited, dated November 20, 2025, among Rich Sparkle Holdings Limited, Rich Bright Corporate Limited, and Dragon Port Developments Limited.
10.2		Form of Shareholders’ Agreement, dated November 20, 2025, among Rich Sparkle Holdings Limited, Rich Bright Corporate Limited, and Dragon Port Developments Limited.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Rich Sparkle Holdings Limited
Date: November 20, 2025	By:	/s/ Tsz Keung, CHAN
	Name:	Tsz Keung, CHAN
	Title:	Chief Executive Officer

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FAQ

What transaction did Rich Sparkle Holdings (ANPA) announce with Animoca?

Rich Sparkle entered into a Subscription Agreement and a Shareholders’ Agreement with its new subsidiary, Rich Bright Corporate Limited, and an Animoca Brands investment vehicle, under which the subsidiary will issue 4,900 class A preferred shares to Animoca in exchange for Open Campus digital assets.

How much value is involved in the Rich Sparkle and Animoca Open Campus deal?

Animoca will contribute Open Campus units valued at US$3,000,000, and Rich Sparkle will issue its own ordinary shares to the subsidiary valued at US$3,122,449, each amount calculated using relevant market closing prices.

What is the purpose of Rich Bright Corporate Limited in the ANPA transaction?

Rich Bright Corporate Limited is a wholly owned subsidiary created to receive Rich Sparkle shares and to issue class A preferred shares to Animoca, effectively housing the equity and Open Campus digital assets under a specific governance structure.

Are the securities in the Rich Sparkle–Animoca deal registered with the SEC?

No. The securities to be issued and sold, including Rich Sparkle’s ordinary shares, have not been registered under the U.S. Securities Act of 1933 and may only be offered or sold under an applicable exemption or after registration.

What strategic goal does Rich Sparkle (ANPA) pursue with the Animoca partnership?

Rich Sparkle states that this strategic collaboration with Animoca and participation in the Open Campus ecosystem is an important milestone in its digital transformation and Web3 expansion strategy.

What conditions must be satisfied before the Rich Sparkle–Animoca transaction is completed?

Completion is subject to several conditions, including corporate approvals, opening a designated brokerage account to hold Rich Sparkle shares, and filing the subsidiary’s restated constitutional documents in the British Virgin Islands.