IPO - Rise Smart Group Holdings Ltd

Form Type: F-1/A

Filing Date: 2025-05-16

Corporate Action: Ipo

Type: New

Accession Number: 000121390025044753

Filing Summary: Rise Smart Group Holdings Limited is filing an amendment to its registration statement for an initial public offering (IPO) of 1,800,000 Ordinary Shares at an expected price of $4 per share. The offering is contingent upon the successful listing on the Nasdaq Capital Market under the symbol 'RSHL'. The company, which operates through its subsidiary in Hong Kong, emphasizes the risks associated with its corporate structure, particularly those relating to compliance with Chinese regulations affecting companies with subsidiaries in Hong Kong. The filing indicates that the company is considered an 'emerging growth company' and anticipates reduced public reporting requirements. There are outlined risks regarding potential Chinese regulatory changes, cybersecurity reviews, and the implications for investor interests should approval from the China Securities Regulatory Commission become necessary. Investors are warned that they are purchasing shares of a shell company, and the company's unique operational risks are underscored, including the uncertainty regarding the approval of its corporate structure under Chinese law.

Form Type: F-1/A

Filing Date: 2025-04-30

Corporate Action: Ipo

Type: New

Accession Number: 000121390025037281

Filing Summary: Rise Smart Group Holdings Limited is undertaking its initial public offering (IPO) by offering 1,800,000 Ordinary Shares at an anticipated price of $4 per share. The company, incorporated in the Cayman Islands, operates through its subsidiary located in Hong Kong and has not previously established a public market for its shares. The Offering is contingent upon successful listing on the Nasdaq Capital Market under the symbol 'RSHL'. As the company is structured as a shell company with no operations in mainland China, it poses unique risks to investors, particularly regarding the Chinese regulatory environment that has been tightening around overseas listings. The company indicates it is classified as an emerging growth company and intends to benefit from reduced public reporting requirements. Investors are cautioned about the potential complications arising from changes in PRC regulations that could impact operational viability or share value. Additionally, the company maintains a controlled structure, with its CEO owning 71.20% of the voting shares, which could affect governance and shareholder rights. The registration statement amendment filed with the SEC signifies a critical step in the IPO process, and the company has not applied for approvals from Chinese regulatory bodies regarding its listing. The document highlights ongoing risks related to legal compliance and changes in investment regulations that may restrict operations or impact share value.

Form Type: F-1/A

Filing Date: 2025-03-07

Corporate Action: Ipo

Type: New

Accession Number: 000121390025021592

Filing Summary: Rise Smart Group Holdings Limited is conducting an initial public offering (IPO) of 1,800,000 ordinary shares at an expected price of $4 per share. The company is incorporated in the Cayman Islands and operates primarily through its subsidiary in Hong Kong. The offering is contingent upon the approval for listing on the Nasdaq Capital Market under the symbol 'RSHL'. There is a significant warning to investors that they are purchasing shares in a shell company rather than directly in the operational company in Hong Kong, presenting unique risks. The document discusses regulatory compliance and potential impacts of Chinese regulations on the company's operations and offering. It notes that the company does not currently require CSRC approval, as it operates solely through its Hong Kong subsidiary, which does not engage in mainland China operations. Recent regulatory actions by the PRC government regarding overseas listings may affect future operations and the value of shares. Investors should be aware of risks associated with their investment in a foreign private issuer, and factors affecting the company's ability to list and operate effectively are elaborated upon in the Risk Factors section.