Rich Sparkle Holdings Ltd Files 424B3 Prospectus

TL;DR

Rich Sparkle Holdings Ltd dropped a 424B3 prospectus on 3/31/26. Check it for offering details.

AI Summary

Rich Sparkle Holdings Ltd filed a 424B3 prospectus on March 31, 2026, detailing its offerings. The filing, with SEC Accession Number 0001213900-26-036876, includes various graphic documents and a complete submission text file. The company's business address and mailing address are both located at Portion 2, 12th Floor, The Center, 99 Queen's Road Central, Hong Kong.

Why It Matters

This filing provides updated prospectus information for Rich Sparkle Holdings Ltd, which is crucial for potential investors to understand the terms and conditions of any securities offerings.

Risk Assessment

Risk Level: low — This is a routine prospectus filing (424B3) and does not inherently indicate new risks or significant changes in the company's financial status.

Key Numbers

• 1526940 — Prospectus File Size (The size of the main prospectus document in bytes.)
• 2206497 — Submission Text File Size (The size of the complete submission text file in bytes.)

Key Players & Entities

• Rich Sparkle Holdings Ltd (company) — Filer
• 0002031688 (company) — CIK
• 333-294501 (company) — File No.
• 26817076 (company) — Film No.
• 0001213900-26-036876 (company) — SEC Accession No.
• March 31, 2026 (date) — Filing Date

FAQ

Key Financial Figures

• $8.69 — ares on the Nasdaq Capital Market was US$8.69 per share. Our registration of the Ord
• $50,000 — fender is liable to a maximum fine of HK$50,000 and imprisonment for 2 years, with a da
• $1,000 — for 2 years, with a daily penalty of HK$1,000. Subsequent convictions can result in a
• $100,000 — tions can result in a maximum fine of HK$100,000 and imprisonment for 2 years, with a da
• $2,000 — for 2 years, with a daily penalty of HK$2,000. The PDPO does not prescribe any expres

Filing Documents

• ea0284283-424b3_richsparkle.htm (424B3) — 1491KB
• ea028428301_img1.jpg (GRAPHIC) — 50KB
• ea028428301_img2.jpg (GRAPHIC) — 42KB
• ea028428301_img3.jpg (GRAPHIC) — 59KB
• ea028428301_img4.jpg (GRAPHIC) — 43KB
• ea028428301_img5.jpg (GRAPHIC) — 65KB
• ea028428301_img6.jpg (GRAPHIC) — 44KB
• ea028428301_img7.jpg (GRAPHIC) — 41KB
• ea028428301_img8.jpg (GRAPHIC) — 13KB
• ea028428301_img9.jpg (GRAPHIC) — 35KB
• ea028428301_img10.jpg (GRAPHIC) — 39KB
• ea028428301_img11.jpg (GRAPHIC) — 50KB
• 0001213900-26-036876.txt ( ) — 2155KB

From the Filing

FINAL PROSPECTUS Filed Pursuant to Rule 424(b)(3) Registration No. 333-294501 RICH SPARKLE HOLDINGS LIMITED 3,751,755 Ordinary Shares This prospectus relates to the resale by the selling shareholders (the “Selling Shareholders”) named in this prospectus from time to time of up to 3,751,755 ordinary shares of Rich Sparkle Holdings Limited, with no par value (“Ordinary Shares”). Our Ordinary Shares are listed on the Nasdaq Capital Market under the symbol “ANPA.” On March 19, 2026, the last reported sales price of 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 or sell any of such Ordinary Shares. The Selling Shareholders named in this prospectus, or their donees, pledgees, transferees or other successors-in-interest, may resell the Ordinary Shares covered by this prospectus through public or private transactions at prevailing market prices, at prices related to prevailing market prices or at privately negotiated prices. For additional information on the possible methods of sale that may be used by the Selling Shareholders, you should refer to the section of this prospectus entitled “Plan of Distribution.” We are not selling any securities under this prospectus and will not receive any of the proceeds from the sale of Ordinary Shares by the Selling Shareholders named in this prospectus. All net proceeds from the sale of the Ordinary Shares covered by this prospectus 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 certain private transactions in March 2025 prior to the Company’s initial public offering in July 2025. No underwriter or other person has been engaged to facilitate the resale of the Ordinary Shares in this offering. We will bear all costs, expenses and fees in connection with the registration of the Ordinary Shares. The Selling Shareholders will bear all commissions and discounts, if any, attributable to their respective 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 Hong Kong. We are not a Hong Kong operating company, but an offshore holding company incorporated in the BVI. As a holding company with no material operations of our own, we conduct our operations through our Operating Subsidiary in Hong Kong, ANPA (HK). This is 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 Hong Kong operating company directly. Investors are purchasing equity solely in Rich Sparkle, which directly owns equity interests in the Hong Kong operating company. Investors are cautioned that you are not buying shares of a Hong Kong-based operating company but instead are buying shares of Rich Sparkle. Rich Sparkle is not a Hong Kong operating company but a BVI holding company with operations conducted by our subsidiary in Hong Kong. You may never directly hold any equity interest in our operating entities. This structure involves unique risks to investors, and the PRC regulatory authorities could disallow this structure which would likely result in a material change in our operations in Hong Kong and/or a material change in the value of the securities Rich Sparkle is registering for resale, including that it could cause the value of such securities to significantly decline or be worthless. The risks could result in a material change in the value of the securities we are registering for resale or could significantly limit or completely hinder our ability to offer or continue to offer securities to investors. Our Ordinary Shares offered in this prospectus are shares of our BVI holding company, which has no material operations and conducts substantially all of its operations through the operating entity established in Hong Kong, 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 in Mainland China or any contractual arrangement to establish a variable interest entity (“VIE”) structure with any entity in Mainland China but because all of our operations are conducted in Hong Kong through our wholly-owned subsidiary, and Hong Kong is a Special Administrative Region of China, the PRC government may exercise significant oversight and discretion over

View Full Filing

View this 424B3 filing on SEC EDGAR