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.