Rich Sparkle Holdings Ltd美股招股说明书(2025-07-09版)

1,250,000 Ordinary Shares Thisis an initial public offering(“IPO”)of the ordinary shares of RichSparkle Holdings Limited, with no par value (“Ordinary Shares”). We are offering onafirm commitment basis our Ordinary Shares.Prior to this offering,there was nopublicmarket for our Ordinary Shares.The IPO price of our Ordinary Shares is$4.0pershare.Our Ordinary Shares have been approved to list on the Nasdaq CapitalMarket under the symbol “ANPA.” Referencesto the“Company,”“Group,”“we,”“us”and“our”intheprospectus are to Rich Sparkle Holdings Limited(“Rich Sparkle”),theBritishVirgin Islands(“BVI”)entity that will issue the Ordinary Sharesbeingoffered.References to“ANPA(HK)”are to ANPA Financial ServicesGroupLimited,ourOperatingSubsidiaryinHongKong.WearenotaHongKongoperating company,but an offshore holding company incorporatedinthe BVI.As a holding company with no material operations of our own,weconductour operations through our Operating Subsidiary in HongKong,ANPA(HK).This is an offering of the Ordinary Shares of Rich Sparkle,theholdingcompany in the BVI,instead of the shares of ANPA(HK).Investorsshouldbe aware they may never hold equity interests in the HongKongoperatingcompany directly.Investors are purchasing equity solely in RichSparkle,which directly owns equity interests in the HongKongoperatingcompany. Investorsare cautioned that you are not buying shares of a HongKong-basedoperating company but instead are buying shares of Rich Sparkle.RichSparkleis not a HongKongoperating company but a BVI holding companywithoperations conducted by our subsidiary in HongKong.You may neverdirectlyhold any equity interest in our operating entities.This structureinvolvesunique risks to investors,and the PRC regulatory authoritiescoulddisallow this structure which would likely result in a materialchangein our operations in Hong Kong and/or a material change in the valueofthe securities Rich Sparkle is registering for sale,including that itcouldcause the value of such securities to significantly decline or beworthless. The risks could result in a material change in the value of the securities we areregistering for sale or could significantly limit or completely hinder our ability toofferor continue to offer securities to investors.Our Ordinary Shares offered inthisprospectus are shares of our BVI holding company,which has no materialoperationsand conducts substantially all of its operations through the operatingentityestablishedinHongKong,primarily“ANPA(HK),”ourwholly-ownedsubsidiary. Wedo not have any operations in Mainland China and currently do not have orintendto have any operating subsidiary in Mainland China or any contractualarrangementto establish a variable interest entity(“VIE”)structure with anyentityin Mainland China but because all of our operations are conducted inHongKongthrough our wholly-owned subsidiary,and HongKongis a SpecialAdministrative Region of China, the PRC government may exercise significant oversightand discretion over the conduct of our business and may intervene in or influence ouroperationsat any time with little advance notice,which could result in a materialchangein our operations and/or the value of our Ordinary Shares.We are subject tocertainlegal and operational risks associated with our operating entity being basedinHong Kong,having all of its operations to date in Hong Kong and having existingorpotential clients who are Mainland China individuals or companies that haveshareholdersor directors that are Mainland China individuals.Additionally,thelegaland operational risks associated with operating in Mainland China may alsoapplyto the operations of our subsidiary in Hong Kong,and we face the risks anduncertaintiesassociated with interpretation and the application of the complex andevolvingPRC laws and regulations and whether and how the recent PRC governmentstatements and regulatory developments, such as those relating to data and cyberspacesecurity,and anti-monopoly concerns would be applicable to us,given the operationsofANPA(HK)in Hong Kong and the possibilities that the PRC government may exercisesignificantoversight and discretion over the conduct of business in Hong Kong.Wearealso subject to the risks of uncertainty about any future actions of the PRCgovernmentor authorities in Hong Kong in this regard.Should the PRC government chooseto exercise significant oversight and discretion over the conduct of ANPA(HK)’soperation,or in the event that we or our Operating Subsidiary,ANPA(HK),wereto become subject to the PRC laws and regulations,these risks could result inmaterialcosts to ensure compliance,fines,material change in our operations and/orthevalueofthesecuritiesRichSparkleisregisteringforsaleorcouldsignificantlylimit or completely hinder our ability to offer or continue to offersecurities to investors and could cause the value of such securities to significantlydecline or be worthless. See “Risk Factors — All of our operations are in Hong Kong.However, due to the long arm app