Rubber Leaf Amends S-1, Adds Legal Opinion Ahead of IPO

Ticker: RLEA · Form: S-1/A · Filed: Dec 23, 2025 · CIK: 1893657

Rubber Leaf Inc S-1/A Filing Summary
FieldDetail
CompanyRubber Leaf Inc (RLEA)
Form TypeS-1/A
Filed DateDec 23, 2025
Risk Levellow
Pages3
Reading Time4 min
Sentimentneutral

Sentiment: neutral

Topics: S-1/A, IPO, SEC Filing, Legal Opinion, Emerging Growth Company, Smaller Reporting Company, Corporate Governance

Related Tickers: RLEA

TL;DR

**RLEA is inching closer to its IPO, but this amendment is purely procedural, so don't get too excited yet.**

AI Summary

Rubber Leaf Inc (RLEA) filed Amendment No. 6 to its S-1 registration statement on December 23, 2025, primarily to amend Item 16 of Part II and file Exhibit 5.2, an opinion from Iu, Lai & Li Solicitors & Notaries. This amendment does not modify the prospectus in Part I. The company, incorporated in Nevada, is a smaller reporting company and an emerging growth company. Key exhibits include the Certificate of Incorporation from May 18, 2021, a Share Exchange Agreement with Xingxiu Hua dated May 27, 2021, and a Credit Line Approval Letter from Industrial and Commercial Bank of China dated March 25, 2024. The filing also lists employment agreements for CEO Xingxiu Hua and CFO Hua Wang, and outlines corporate governance documents like the Audit Committee Charter and Code of Conduct. The company's principal executive offices are located in Wanchai, Hong Kong, and its agent for service is ParaCorp Incorporated in Carson City, Nevada.

Why It Matters

This S-1/A filing signals Rubber Leaf Inc's continued progress towards its public offering, with the addition of a key legal opinion from Iu, Lai & Li Solicitors & Notaries. For investors, this indicates the company is addressing regulatory requirements, potentially de-risking the offering. Employees and customers might see this as a step towards greater stability and growth, while the broader market gains clarity on a new entrant in the rubber and plastic technology sector. The inclusion of a credit line approval from ICBC suggests financial backing, potentially strengthening its competitive position against established players.

Risk Assessment

Risk Level: low — The risk level is low because this S-1/A is an amendment solely to update Item 16 and add Exhibit 5.2, an opinion of counsel. It explicitly states, "This Amendment No. 6 does not modify any provision of the prospectus contained in Part I of the Registration Statement," indicating no new material financial or operational risks were introduced or changed in this specific filing.

Analyst Insight

Investors should view this as a routine procedural step in Rubber Leaf Inc's IPO process, not a signal for immediate action. Continue to monitor future S-1 amendments for substantive updates to the prospectus, financial statements, or business operations before making any investment decisions.

Executive Compensation

NameTitleTotal Compensation
Xingxiu HuaChief Executive Officer and President
Hua WangChief Financial Officer

Key Numbers

  • 333-277311 — Registration No. (Unique identifier for the S-1 filing)
  • 6 — Amendment No. (Number of this specific amendment to the S-1)
  • 2025-12-23 — Filing Date (Date this S-1/A was filed with the SEC)
  • 2021-05-18 — Certificate of Incorporation Date (Date Rubber Leaf Inc was incorporated in Nevada)
  • 2021-05-27 — Share Exchange Agreement Date (Date of agreement between the Company and Xingxiu Hua)
  • 2024-03-25 — Credit Line Approval Letter Date (Date of approval from Industrial and Commercial Bank of China)

Key Players & Entities

  • Rubber Leaf Inc (company) — Registrant
  • Xingxiu Hua (person) — Chief Executive Officer and President
  • Hua Wang (person) — Chief Financial Officer, Secretary and Director
  • Iu, Lai & Li Solicitors & Notaries (company) — Provider of Exhibit 5.2 Opinion
  • ParaCorp Incorporated (company) — Agent for Service
  • Jing Ye (person) — Counsel from Ye & Associates, P.C.
  • Michael Blankenship (person) — Counsel from Winston & Strawn LLP
  • Industrial and Commercial Bank of China (company) — Provider of Credit Line Approval Letter
  • SEC (regulator) — Securities and Exchange Commission
  • Nevada (regulator) — State of incorporation

FAQ

What was the primary purpose of Rubber Leaf Inc's S-1/A Amendment No. 6?

The primary purpose of Rubber Leaf Inc's S-1/A Amendment No. 6, filed on December 23, 2025, was solely to amend Item 16 of Part II of the registration statement and to file Exhibit 5.2, which is an opinion of Iu, Lai & Li Solicitors & Notaries.

Does this S-1/A filing by Rubber Leaf Inc change the prospectus?

No, this S-1/A Amendment No. 6 explicitly states that it "does not modify any provision of the prospectus contained in Part I of the Registration Statement." The prospectus has been omitted from this filing.

Who is the Chief Executive Officer of Rubber Leaf Inc?

Xingxiu Hua is the Chief Executive Officer and President of Rubber Leaf Inc, as indicated by his signature on the S-1/A filing dated December 23, 2025.

What is the incorporation jurisdiction for Rubber Leaf Inc?

Rubber Leaf Inc is incorporated in Nevada, as stated in the S-1/A filing, with its Certificate of Incorporation filed with the Nevada Secretary of State on May 18, 2021.

Is Rubber Leaf Inc considered an Emerging Growth Company?

Yes, Rubber Leaf Inc has indicated by check mark in the S-1/A filing that it is an Emerging Growth Company.

What is the significance of Exhibit 5.2 in Rubber Leaf Inc's S-1/A?

Exhibit 5.2 is an "Opinion of Iu, Lai & Li Solicitors & Notaries." The inclusion of this legal opinion is a standard requirement for SEC filings, ensuring legal compliance and validating certain aspects of the offering.

Where are Rubber Leaf Inc's principal executive offices located?

Rubber Leaf Inc's principal executive offices are located at Room 2109, 21/F C C WU BLDG 302-308 HENNESSY ROAD, WANCHAI, HONG KONG, with a telephone number of + (852) 2138-1668.

Who is the agent for service for Rubber Leaf Inc?

ParaCorp Incorporated, located at 318 N. Carson Street, Ste. 208, Carson City, Nevada 89701, with telephone number (916)-576-7000, is the agent for service for Rubber Leaf Inc.

What financial support is mentioned for Rubber Leaf Inc in the exhibits?

Exhibit 10.5 includes an "English Translation of the Credit Line Approval Letter from Industrial and Commercial Bank of China dated March 25, 2024," indicating a form of financial support for Rubber Leaf Inc.

When was the Share Exchange Agreement between Rubber Leaf Inc and Xingxiu Hua dated?

The Share Exchange Agreement between Rubber Leaf Inc and Xingxiu Hua was dated May 27, 2021, and is listed as Exhibit 10.1 in the S-1/A filing.

Industry Context

Rubber Leaf Inc. operates within the rubber and plastic products manufacturing sector. This industry is characterized by its reliance on raw material prices (natural and synthetic rubber, petrochemicals), global supply chain dynamics, and demand from various end-use markets such as automotive, construction, and consumer goods. Competition can be intense, with established global players and regional manufacturers.

Regulatory Implications

As a Nevada-incorporated company seeking to go public, Rubber Leaf Inc. must comply with SEC regulations and U.S. securities laws. The filing of this S-1/A, particularly Amendment No. 6, indicates adherence to procedural requirements. The inclusion of legal opinions and corporate governance documents highlights the importance of regulatory compliance and investor protection.

What Investors Should Do

  1. Review prior S-1 filings for detailed financial statements and business descriptions.
  2. Investigate the nature and implications of the Share Exchange Agreement with Xingxiu Hua.
  3. Assess the impact of the Credit Line Approval Letter from ICBC.

Key Dates

  • 2025-12-23: Filing of Amendment No. 6 to S-1 Registration Statement — Indicates ongoing efforts to complete the IPO process, with this amendment focusing on procedural and exhibit updates rather than prospectus content.
  • 2021-05-18: Certificate of Incorporation — Marks the official establishment of Rubber Leaf Inc. as a Nevada-incorporated entity.
  • 2021-05-27: Share Exchange Agreement with Xingxiu Hua — Details a significant transaction involving the company's founder or a key stakeholder, likely related to initial capitalization or control.
  • 2024-03-25: Credit Line Approval Letter from Industrial and Commercial Bank of China — Indicates secured financing or potential access to capital, which is crucial for operational funding and growth.

Glossary

S-1/A
An amendment to a Form S-1 registration statement filed with the U.S. Securities and Exchange Commission (SEC). It is used by companies planning to go public to provide updated or corrected information. (This is the primary document type being analyzed, detailing the company's proposed public offering.)
Smaller Reporting Company
A company that meets certain criteria for public float and revenue, allowing it to file scaled-down disclosure documents with the SEC. (Indicates RLEA is subject to less stringent reporting requirements, which may affect the depth of information available to investors.)
Emerging Growth Company
A company that has total annual gross revenues of less than $1.235 billion during its most recently completed fiscal year. EGCs are eligible for certain regulatory accommodations. (Suggests RLEA can take advantage of relaxed disclosure and compliance rules, potentially impacting investor due diligence.)
Exhibit 5.2
A specific exhibit filed with the SEC, in this case, an opinion from legal counsel (Iu, Lai & Li Solicitors & Notaries). (This amendment's primary purpose is to file this legal opinion, suggesting it's a necessary step for the registration process.)
Share Exchange Agreement
A contract where two companies agree to exchange their shares, often used in mergers or acquisitions, or to transfer ownership of assets. (This agreement with Xingxiu Hua on May 27, 2021, is a foundational document for the company's structure or ownership.)
Credit Line Approval Letter
A document from a financial institution approving a line of credit for a borrower, outlining terms and conditions. (Shows the company has secured or has the potential to secure debt financing, relevant for its financial stability and growth plans.)

Year-Over-Year Comparison

This filing, Amendment No. 6, is primarily procedural and does not alter the prospectus content from previous filings. Therefore, a direct comparison of key metrics like revenue growth or margin changes against a prior year's filing is not possible based solely on this amendment. The amendment's focus is on updating exhibits, including a legal opinion, and confirming the company's status as a smaller reporting and emerging growth company.

Filing Stats: 1,042 words · 4 min read · ~3 pages · Grade level 11.6 · Accepted 2025-12-23 17:30:06

Filing Documents

SIGNATURES

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 December 23, 2025. 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 December 23, 2025 Xingxiu Hua (Principal Executive Officer) /s/ Hua Wang Chief Financial Officer, Secretary and Director December 23, 2025 Hua Wang (Principal Financial and Accounting Officer) * Director December 23, 2025 Jun Tong * Director December 23, 2025 Jiangwei Yan * Director December 23, 2025 Wei Xu * Director December 23, 2025 Rong Yu * Director December 23, 2025 Yifeng Xu *By: /s/ Xingxiu Hua Xingxiu Hua Attorney-in-fact II-2

View Full Filing

View this S-1/A filing on SEC EDGAR

View on ReadTheFiling | About | Contact | Privacy | Terms

Data from SEC EDGAR. Not affiliated with the SEC. Not investment advice. © 2026 OpenDataHQ.