F-1/A: Rise Smart Group Amends F-1 Filing with Auditor Consent

Rise Smart Group Holdings Limited filed Amendment No. 7 to its F-1 registration statement, primarily to include an updated auditor consent and revise the exhibit index.

Summary

• Amendment No. 7 to Form F-1 was filed on August 29, 2025, primarily to include an updated Exhibit 23.1, Consent of Wei Wei & Co, and to amend the exhibit index.
• No other changes were made to the Registration Statement, except for revised versions of the cover page and Part II.
• The prospectus remains unchanged from Amendment No. 6, which was filed on June 17, 2025.
• The company will enter into indemnification agreements with its directors and executive officers and plans to secure directors and officers liability insurance policies upon listing.
• The SEC's opinion states that indemnification for liabilities arising under the Securities Act is against public policy and therefore unenforceable.
• Details of unregistered share issuances and corporate reorganization are provided, including the company's incorporation in the Cayman Islands on June 14, 2023.
• On June 29, 2023, Rise Smart (HK) Limited, a wholly-owned subsidiary, was incorporated in the British Virgin Islands.
• On July 4, 2023, Rise Smart (HK) Limited acquired shares of Rise Smart Hong Kong from the founders for HK$80.12, HK$9.9, HK$4.99, and HK$4.99, respectively.
• On July 5, 2023, Rise Smart (HK) Limited acquired the entire issued share capital of Rise Smart UK from Mr. Kin Cho Li for 100 Great Britain Pounds.
• On May 2, 2024, shareholders approved a share subdivision, converting each USD1.00 par value share into 1,600 shares with a par value of USD0.000625 each.
• Post-subdivision, the authorized share capital became USD50,000 divided into 80,000,000 ordinary shares, with 16,000,000 Ordinary Shares issued and outstanding.
• Immediately after the subdivision on May 2, 2024, shareholders surrendered 1,625,000 Ordinary Shares for cancellation without consideration, resulting in 14,375,000 Ordinary Shares issued and outstanding.
• On October 31, 2024, founders transferred their Ordinary Shares to BVI companies they legally and beneficially own: Glamorous Rise Limited, Radiant Moonlight Limited, Fabulous Time Global Limited, and Absolute Rapture Limited.

Sentiment

Score: 5

Explanation: The filing is an administrative update to a registration statement, indicating neutral progress towards a public offering without significant positive or negative operational news.

Positives

• The company is progressing towards a public offering, indicated by the ongoing F-1/A amendments and the filing of necessary consents.
• Corporate restructuring, including the establishment of wholly-owned subsidiaries and share subdivision, demonstrates organizational development and preparation for public listing.
• Indemnification agreements and plans for Directors and Officers (D&O) liability insurance are in place to protect management.

Negatives

• The SEC's opinion that indemnification for Securities Act liabilities is against public policy and unenforceable could expose directors and officers to personal liability.

Risks

• Indemnification for liabilities arising under the Securities Act may be deemed against public policy by the SEC and therefore unenforceable, potentially increasing personal liability for directors and officers.

Future Outlook

The proposed sale to the public is expected to commence as soon as practicable after the effective date of the registration statement. The registrant undertakes to file post-effective amendments to update the prospectus, reflect fundamental changes, and include material information regarding the plan of distribution.

Management Comments

• "We hereby consent to the use in this Amendment No. 7 to the Registration Statement on Form F-1 of Rise Smart Group Holdings Limited of our report dated April 30, 2025, relating to the consolidated financial statements of Rise Smart Group Holdings Limited and Subsidiaries as of and for the years ended December 31, 2024 and 2023, which appear in this Registration Statement. We also consent to the reference to us under the heading Experts in such Registration Statement." (Wei, Wei & Co., LLP)

Industry Context

This administrative filing is a standard step in the process for a foreign private issuer (FPI) to register securities for a public offering in the U.S. It reflects ongoing compliance and preparation for market entry, common for companies seeking to list on U.S. exchanges.

Corporate Governance

Related Party Transactions

• On July 4, 2023, Rise Smart (HK) Limited acquired shares of Rise Smart Hong Kong from Mr. Kin Cho Li, Mr. Wa Pang Cheong, Mr. Ho Fai Chan, and Mr. Yu Ming Tang (founders).
• On July 5, 2023, Rise Smart (HK) Limited acquired the entire issued share capital of Rise Smart UK from Mr. Kin Cho Li (founder).
• On May 2, 2024, the founders (Mr. Kin Cho Li, Mr. Wa Pang Cheong, Mr. Ho Fai Chan, and Mr. Yu Ming Tang) approved a share subdivision and subsequently surrendered 1,625,000 Ordinary Shares for no consideration to the company for cancellation.
• On October 31, 2024, the founders transferred their Ordinary Shares to BVI companies (Glamorous Rise Limited, Radiant Moonlight Limited, Fabulous Time Global Limited, and Absolute Rapture Limited) which they legally and beneficially own.

Stakeholder Impact

• Shareholders: The share subdivision and subsequent share surrender significantly altered the number of shares outstanding and the par value, impacting per-share metrics and potentially increasing liquidity for future trading. The transfer of shares to BVI entities by founders consolidates their holdings under corporate structures.
• Directors and Executive Officers: Indemnification agreements and D&O insurance offer protection against certain liabilities, though the SEC's stance on Securities Act indemnification introduces a potential risk of personal liability.

Next Steps

• The registration statement will become effective in accordance with Section 8(a) of the Securities Act.
• The company will file post-effective amendments to include any prospectus required by Section 10(a)(3) of the Securities Act.
• Post-effective amendments will reflect facts or events representing a fundamental change in the registration statement information.
• Post-effective amendments will include any material information regarding the plan of distribution not previously disclosed.
• The company will remove unsold registered securities from registration at the termination of the offering via a post-effective amendment.
• The company will file a post-effective amendment to include financial statements required by Item 8.A. of Form 20-F at the start of any delayed or continuous offering.

Key Dates

Keywords

SEC filing, F-1/A, registration statement, public offering, auditor consent, corporate governance, share subdivision, indemnification, Hong Kong, Cayman Islands, BVI, Rise Smart Group Holdings