Rich Sparkle Holdings Ltd美股招股说明书(2026-03-31版)

3,751,755 Ordinary Shares This prospectus relates to the resale by the selling shareholders (the “Selling Shareholders”) named in this prospectus fromtime to time of up to 3,751,755 ordinary shares of Rich Sparkle Holdings Limited, with no par value (“Ordinary Shares”). OurOrdinary Shares are listed on the Nasdaq Capital Market under the symbol “ANPA.” On March 19, 2026, the last reported sales priceof our Ordinary Shares on the Nasdaq Capital Market was US$8.69 per share. Our registration of the Ordinary Shares covered by this prospectus does not mean that the Selling Shareholders will offer orsell any of such Ordinary Shares. The Selling Shareholders named in this prospectus, or their donees, pledgees, transferees or othersuccessors-in-interest, may resell the Ordinary Shares covered by this prospectus through public or private transactions at prevailingmarket prices, at prices related to prevailing market prices or at privately negotiated prices. For additional information on the possiblemethods of sale that may be used by the Selling Shareholders, you should refer to the section of this prospectus entitled “Plan ofDistribution.” We are not selling any securities under this prospectus and will not receive any of the proceeds from the sale of OrdinaryShares by the Selling Shareholders named in this prospectus. All net proceeds from the sale of the Ordinary Shares covered by thisprospectus will go to the Selling Shareholders. All Ordinary Shares subject to resale hereunder have been issued by us and acquired by the Selling Shareholders in certainprivate transactions in March 2025 prior to the Company’s initial public offering in July 2025. No underwriter or other person has beenengaged to facilitate the resale of the Ordinary Shares in this offering. We will bear all costs, expenses and fees in connection with theregistration of the Ordinary Shares. The Selling Shareholders will bear all commissions and discounts, if any, attributable to theirrespective sales of our Ordinary Shares. References to the “Company,” “Group,” “we,” “us” and “our” in the prospectus are to Rich Sparkle Holdings Limited(“Rich Sparkle”), the British Virgin Islands (“BVI”) entity that issued the Ordinary Shares being offered. References to“ANPA (HK)” are to ANPA Financial Services Group Limited, our Operating Subsidiary in HongKong. We are not aHongKong operating company, but an offshore holding company incorporated in the BVI. As a holding company with nomaterial operations of our own, we conduct our operations through our Operating Subsidiary in HongKong, ANPA (HK). Thisis an offering of the Ordinary Shares of Rich Sparkle, the holding company in the BVI, instead of the shares of ANPA (HK).Investors should be aware they may never hold equity interests in the HongKong operating company directly. Investors arepurchasing equity solely in Rich Sparkle, which directly owns equity interests in the HongKong operating company. Investors are cautioned that you are not buying shares of a HongKong-based operating company but instead arebuying shares of Rich Sparkle. Rich Sparkle is not a HongKong operating company but a BVI holding company withoperations conducted by our subsidiary in HongKong. You may never directly hold any equity interest in our operatingentities. This structure involves unique risks to investors, and the PRC regulatory authorities could disallow this structurewhich would likely result in a material change in our operations in Hong Kong and/or a material change in the value of thesecurities Rich Sparkle is registering for resale, including that it could cause the value of such securities to significantly declineor be worthless. The risks could result in a material change in the value of the securities we are registering for resale or could significantlylimit or completely hinder our ability to offer or continue to offer securities to investors. Our Ordinary Shares offered in thisprospectus are shares of our BVI holding company, which has no material operations and conducts substantially all of its operationsthrough the operating entity established in HongKong, primarily “ANPA (HK),” our wholly-owned subsidiary. We do not have any operations in Mainland China and currently do not have or intend to have any operating subsidiary inMainland China or any contractual arrangement to establish a variable interest entity (“VIE”) structure with any entity in MainlandChina but because all of our operations are conducted in HongKong through our wholly-owned subsidiary, and HongKong is aSpecial Administrative Region of China, the PRC government may exercise significant oversight and discretion over the conduct ofour business and may intervene in or influence our operations at any time with little advance notice, which could result in a materialchange in our operations and/or the value of our Ordinary Shares. We are subject to certain legal and operational risks associated withour operating entity being based in Hong Kong, havin