Emerging Holdings (EMRH) Form D/A: $50M Equity Offering, $200K Sold

Emerging Holdings Inc filed an amended Form D claiming a Regulation D exemption under Rule 506(b) for an equity offering.

Rhea-AI Filing Summary

Emerging Holdings Inc filed an amended Form D claiming a Regulation D exemption under Rule 506(b) for an equity offering. The company is a Nevada corporation with its principal place of business in Las Vegas and lists Junhua Guo as President and director. The filing shows a total offering size of $50,000,000, of which $200,000 has been sold and $49,800,000 remains available. The reported minimum investment is $1,000, sales commissions and finders fees are reported as $0, and the issuer indicates No Revenues and No Aggregate Net Asset Value.

The amendment identifies the first sale date as 2025-07-15, indicates the offering is intended to last more than one year, and states solicitation across All States. The filing also reports zero investors and zero non-accredited investors, and no associated broker-dealer involvement.

Positive

• Regulation D Rule 506(b) exemption claimed, allowing private placement without general solicitation
• $50,000,000 total offering size provides substantial capital raising capacity
• $200,000 already sold indicates initial investor interest
• $0 reported sales commissions and finders' fees reduce third-party distribution costs
• $0 of proceeds allocated to named officers/directors, per the filing

Negative

• No Revenues and No Aggregate Net Asset Value reported, indicating no operating revenues or disclosed assets
• Reporting inconsistency: filing shows $200,000 sold but lists 0 investors, which requires clarification
• Limited investor transparency: total number of investors and accreditation details are not provided despite amounts sold
• Long offering duration: issuer intends the offering to last more than one year, which may prolong dilution uncertainty

Insights

Securities Compliance Analyst

TL;DR: Form D amendment claims Rule 506(b) exemption for a $50M equity raise; reporting contains internal inconsistencies on investors sold.

The filing is routine for a private equity issuance under Rule 506(b) and discloses key administrative details: Nevada incorporation, principal officer identity, offering cap of $50 million, $200,000 reported sold, and a minimum subscription of $1,000. It explicitly reports no sales commissions and no broker-dealer participation, which reduces third-party distribution risk. However, the document reports zero investors despite $200,000 sold, creating a reporting inconsistency that should be reconciled for regulatory accuracy. The amendment status implies prior filing activity; investors and counsel will want corrected investor counts and clear disclosures on purchaser accreditation if relevant.

Corporate Finance Analyst

TL;DR: Company is raising up to $50M in equity but currently shows no operating revenues and minimal sales to date.

From a financing perspective, the issuer has opened a sizable equity offering while reporting No Revenues and no aggregate net asset value, indicating an early-stage capital raise rather than growth-stage fundraising. The $200,000 in subscriptions is de minimis relative to the $50 million cap, so dilution and capital availability remain largely unresolved. The extended offering duration may reflect a staged raise. The lack of disclosed use of proceeds to insiders (reported $0) is positive for governance transparency, but material financial metrics and investor counts are sparse in this filing, limiting assessment of capitalization and runway.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What exemption does Emerging Holdings Inc (EMRH) claim on Form D/A?

The issuer claims the Regulation D Rule 506(b) exemption.

How large is the offering and how much has been sold for EMRH?

The total offering amount is $50,000,000, with $200,000 reported sold and $49,800,000 remaining.

Who is the named executive or contact for Emerging Holdings Inc on the filing?

The filing names Junhua Guo as President and director and as the signer of the amendment.

What is the minimum investment amount for this offering?

The minimum investment accepted from any outside investor is $1,000 USD.

Does the filing report revenues or net asset value for EMRH?

The filing reports No Revenues and No Aggregate Net Asset Value.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 09/29/2025 - 11:26 AM Learn about SEC filing dates

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL

OMB Number:			3235-0076
Estimated average burden
hours per response:			4.00

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

X None

Entity Type

0001300306

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

EMERGING HOLDINGS INC

Jurisdiction of Incorporation/Organization

NEVADA

Year of Incorporation/Organization

X	Over Five Years Ago
	Within Last Five Years (Specify Year)
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
EMERGING HOLDINGS INC
Street Address 1		Street Address 2
10409 PACIFIC PALISADES AVE
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
LAS VEGAS	NEVADA	89144	6615195708

3. Related Persons

Last Name	First Name	Middle Name
Guo	Junhua
Street Address 1	Street Address 2
5505 Mensen Drive
City	State/Province/Country	ZIP/PostalCode
Bakersfield	CALIFORNIA	93313

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

4. Industry Group

Agriculture

Banking & Financial Services

Commercial Banking

Insurance

Investing

Investment Banking

Pooled Investment Fund

Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?

Yes No

Other Banking & Financial Services

Business Services

Energy

Coal Mining

Electric Utilities

Energy Conservation

Environmental Services

Oil & Gas

Other Energy

	Health Care
	Biotechnology
	Health Insurance
	Hospitals & Physicians
	Pharmaceuticals
	Other Health Care
	Manufacturing
	Real Estate
	Commercial
	Construction
	REITS & Finance
	Residential
	Other Real Estate

Retailing

Restaurants

Technology

Computers

Telecommunications

Other Technology

Travel

Airlines & Airports

Lodging & Conventions

Tourism & Travel Services

Other Travel

X

Other

5. Issuer Size

Revenue Range		OR	Aggregate Net Asset Value Range
X	No Revenues			No Aggregate Net Asset Value
	$1 - $1,000,000			$1 - $5,000,000
	$1,000,001 - $5,000,000			$5,000,001 - $25,000,000
	$5,000,001 - $25,000,000			$25,000,001 - $50,000,000
	$25,000,001 - $100,000,000			$50,000,001 - $100,000,000
	Over $100,000,000			Over $100,000,000
	Decline to Disclose			Decline to Disclose
	Not Applicable			Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

		Rule 504(b)(1) (not (i), (ii) or (iii))
		Rule 504 (b)(1)(i)
		Rule 504 (b)(1)(ii)
		Rule 504 (b)(1)(iii)
	X	Rule 506(b)
		Rule 506(c)
		Securities Act Section 4(a)(5)

Investment Company Act Section 3(c)

Section 3(c)(1) Section 3(c)(9)

Section 3(c)(2) Section 3(c)(10)

Section 3(c)(3) Section 3(c)(11)

Section 3(c)(4) Section 3(c)(12)

Section 3(c)(5) Section 3(c)(13)

Section 3(c)(6) Section 3(c)(14)

Section 3(c)(7)

7. Type of Filing

	New Notice			Date of First Sale	2025-07-15				First Sale Yet to Occur
X	Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year? X Yes No

9. Type(s) of Securities Offered (select all that apply)

X	Equity		Pooled Investment Fund Interests
	Debt		Tenant-in-Common Securities
	Option, Warrant or Other Right to Acquire Another Security		Mineral Property Securities
	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security		Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $1,000 USD

12. Sales Compensation

Recipient	Recipient CRD Number X None
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
Street Address 1	Street Address 2
City	State/Province/Country	ZIP/Postal Code
State(s) of Solicitation (select all that apply) Check "All States" or check individual States All States	Foreign/non-US

13. Offering and Sales Amounts

Total Offering Amount	$50,000,000	USD	or Indefinite
Total Amount Sold	$200,000	USD
Total Remaining to be Sold	$49,800,000	USD	or Indefinite

Clarification of Response (if Necessary):

14. Investors

X	Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.	0
	Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:	0

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$0	USD	Estimate
Finders' Fees	$0	USD	Estimate

Clarification of Response (if Necessary):

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0

USD

Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:

• Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*

• Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

• Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer	Signature	Name of Signer	Title	Date
EMERGING HOLDINGS INC	Junhua Guo	Junhua Guo	President	2025-09-29

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.