Rubber Leaf (RLEA) files S-1/A Amendment 9 to update auditor consent

Rhea-AI Filing Summary

Rubber Leaf Inc filed Amendment No. 9 to its Form S-1 registration statement. This update is narrow and administrative, focused on revising Item 16 in Part II and updating the consent of its independent registered public accounting firm, Simon & Edward, LLP, as Exhibit 23.1.

The company states that this amendment does not change any part of the prospectus in Part I, which has therefore been omitted. All previously filed exhibits remain in place except for the updated consent, and several exhibits are noted as to be filed by later amendment.

Key Terms

Emerging Growth Company, 2021 Equity Incentive Plan, Share Exchange Agreement, Audit Committee Charter, +1 more

5 terms

Emerging Growth Company regulatory

"Smaller reporting company | | | | Emerging Growth Company |"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

2021 Equity Incentive Plan financial

"10.4†+ | | Rubber Leaf Inc 2021 Equity Incentive Plan"

Share Exchange Agreement financial

"10.1++ | | Share Exchange Agreement between the Company and Xingxiu Hua"

A share exchange agreement is a legal deal where shareholders trade their shares in one company for shares in another, commonly used in mergers, acquisitions or corporate reorganizations. Think of it like swapping ownership cards in a game: the swap can change who controls the business, how many shares each person owns, and the value and liquidity of those holdings, so investors need to understand the exchange ratio, potential dilution and long-term impact on value and voting power.

Audit Committee Charter regulatory

"99.1+ | | Audit Committee Charter"

Clawback Policy regulatory

"99.5+ | | Clawback Policy"

A clawback policy is a company rule that lets the firm take back pay, bonuses or stock awards from current or former executives if results are later found to be incorrect, misconduct occurred, or targets were missed. It matters to investors because it helps protect the value of their holdings by discouraging risky or fraudulent behavior and ensuring executive rewards reflect real, verified performance—think of it as a return policy for executive pay.

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S-1 Filings Explained: Reading an IPO Registration →

As filed with the Securities and Exchange Commission on June 3, 2026

Registration No. 333-277311

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

Form S-1/A

(Amendment No. 9)

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Rubber Leaf Inc

(Exact name of registrant as specified in its charter)

Nevada		3714		32-0655276
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

Xingxiu Hua

Chief Executive Officer and President

Room 2109, 21/F C C WU BLDG 302-308 HENNESSY ROAD,

WANCHAI, HONG KONG

+ (852) 2138-1668

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

ParaCorp Incorporated

318 N. Carson Street, Ste. 208

Carson City, Nevada 89701

(916)-576-7000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Jing Ye, Esq. Ye & Associates, P.C. 275 5^th Avenue, 2^nd Floor New York, NY 10016 Telephone: +1-929-300-7489 Michael Blankenship, Esq. Winston & Strawn LLP 800 Capitol Street, Suite 2400 Houston, TX 77002 Telephone: +1-713 651-2600

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date hereof.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box. ☒

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	☐		Accelerated filer	☐
Non-accelerated filer	☐		Smaller reporting company	☒
			Emerging Growth Company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

EXPLANATORY NOTE

This Amendment No. 9 to the Registration Statement on Form S-1 (Registration No. 333-277311) is being filed solely to amend Item 16 of Part II of the Registration Statement and to file the updated consent of Simon & Edward, LLP, as Exhibit 23.1. This Amendment No. 9 does not modify any provision of the prospectus contained in Part I of the Registration Statement. Accordingly, the prospectus has been omitted.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 16. Exhibits and Financial Statement Schedules.

The Exhibit Index is hereby amended to include the following exhibit:

● Exhibit 23.1 - Consent of Simon & Edward, LLP.

All other exhibits previously filed remain unchanged.

EXHIBIT INDEX

Exhibit No.		Description
1.1*		Form of Underwriting Agreement
3.1++		Certificate of Incorporation, as filed with the Nevada Secretary of State on May 18, 2021
3.2++		Bylaws of The Registrant
4.1*		Form of Representative Warrant
5.1*		Opinion of Counsel to Registrant
5.2 +		Opinion of Iu, Lai & Li Solicitors & Notaries
10.1++		Share Exchange Agreement between the Company and Xingxiu Hua dated May 27, 2021
10.2+		Material Purchase Contract with Shanghai Haozong Rubber & Plastic Technology Co., Ltd.
10.3+		Material Sales Contract with Shanghai Xinsen Import and Export Co., Ltd.
10.4†+		Rubber Leaf Inc 2021 Equity Incentive Plan
10.5+		English Translation of the Credit Line Approval Letter from Industrial and Commercial Bank of China dated March 25, 2024.
10.6*		Employment Agreement between the Company and Xingxiu Hua
10.7*		Employment Agreement between the Company and Hua Wang
21.1+		List of Subsidiaries of the Registrant
23.1		Consent of Simon & Edward, LLP
23.2*		Consent of Counsel to Registrant (included in Exhibit 5.1)
24.1+		Power of Attorney (included on the signature page to the registration statement on Form S-1 filed on February 23, 2024)
99.1+		Audit Committee Charter
99.2+		Compensation Committee Charter
99.3+		Nominating and Corporate Governance Committee Charter
99.4+		Code of Conduct
99.5+		Clawback Policy
107 +		Filing Fee Table

* To be filed by amendment.

+ Previously filed.

++ Incorporated by reference to the Registration Statement on Form S-1 of the Company as filed with the SEC on November 15, 2021.

† Compensatory plan.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of New York, State of New York, on June 3, 2026.

	RUBBER LEAF INC
	By:	/s/ Xingxiu Hua
		Xingxiu Hua
		Chief Executive Officer and President (Principal Executive Officer)

Name		Position		Date
/s/ Xingxiu Hua		Chief Executive Officer, President and Chairperson of the Board of Directors		June 3, 2026
Xingxiu Hua		(Principal Executive Officer)
/s/ Hua Wang		Chief Financial Officer, Secretary and Director		June 3, 2026
Hua Wang		(Principal Financial and Accounting Officer)
*		Director		June 3, 2026
Jun Tong
*		Director		June 3, 2026
Jiangwei Yan
*		Director		June 3, 2026
Wei Xu
*		Director		June 3, 2026
Rong Yu
*		Director		June 3, 2026
Yifeng Xu

*By:	/s/ Xingxiu Hua
	Xingxiu Hua
	Attorney-in-fact