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1、F-1 1 ea0204557-01.htm REGISTRATION STATEMENTAs filed with the U.S.Securities and Exchange Commission on May13,2024.Registration No.333-*UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549_Form F-1REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933_Rise Smart Group Holdings Limited

2、(Exact Name of Registrant as Specified in its Charter)_Cayman Islands 8200 Not Applicable(State or OtherJurisdiction ofIncorporation orOrganization)(Primary StandardIndustrialClassification Code Number)(I.R.S.EmployerIdentification No.)Rise Smart Group Holdings LimitedRoom 903,Floor 9,Tower 1Silverc

3、ord,30 Canton RoadTsim Sha Tsui,KowloonHongKong+852 2980 2306(Address,includingzipcode,andtelephonenumber,includingareacode,ofRegistrantsprincipalexecutiveoffices)_Cogency Global Inc.122 East 42nd Street,18th FloorNewYork,NY10168Phone:+1(800)221-0102(Name,address,including zip code,and telephone num

4、ber,including area code,ofagent for service)_With a Copy to:Daniel D.NauthNauth LPC217 Queen Street W,Toronto,ONM5H 1P4Canada+1(416)477-6031 Mark E.Crone,Esq.Liang Shih,Esq.Ron Levy,Esq.The Crone Law Group P.C.420 Lexington Avenue,Suite 2446NewYork,NY10170Telephone:+1646-861-7891_Approximate date of

5、 commencement of proposed sale to the public:As soon as practicableafter the effective date of this registration statement.If any of the securities being registered on this Prospectus are to be offered on a delayed orcontinuous basis pursuant to Rule415 under the Securities Actof1933,check the follo

6、wing box.If this Form is filed to register additional securities for an offering pursuant toRule 462(b)under the Securities Act,check the following box and list the Securities Actregistration statement number of the earlier effective registration statement for the same offering.If this Form is a pos

7、t-effective amendment filed pursuant to Rule462(c)under the Securities Act,check the following box and list the Securities Act registration statement number of the earliereffective registration statement for the same offering.If this Form is a post-effective amendment filed pursuant to Rule462(d)und

8、er the Securities Act,check the following box and list the Securities Act registration statement number of the earliereffective registration statement for the same offering.Indicate by check mark whether the registrant is an emerging growth company as defined in Rule405of the Securities Actof1933.Em

9、erging growth company If an emerging growth company that prepares its financial statements in accordance with U.S.GAAP,indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant

10、to Section7(a)(2)(B)of the Securities Act._The term“new or revised financial accounting standard”refers to any update issued by theFinancial Accounting Standards Board to its Accounting Standards Codification after April5,2012.The Registrant hereby amends this Registration Statement on such date or

11、dates as maybe necessary to delay its effective date until the Registrant shall file a furtheramendment which specifically states that this Registration Statement shall thereafterbecome effective in accordance with Section8(a)of the Securities Act or until theRegistration Statement shall become effe

12、ctive on such date as the Securities andExchange Commission,acting pursuant to said Section8(a),may determine.Table of ContentsThe information in this prospectus is not complete and may be changed.Wemay not sell these securities until the registration statement filed withthe Securities and Exchange

13、Commission is effective.This prospectus is notan offer to sell these securities and it is not soliciting an offer to buythese securities in any jurisdiction where the offer or sale is notpermitted.SUBJECT TO COMPLETIONPRELIMINARY PROSPECTUS DATED MAY 13,2024,1,250,000 Ordinary SharesRise Smart Group

14、 Holdings LimitedThis is an initial public offering(the“Offering”)of our Ordinary Shares.We areoffering on a firm commitment basis,1,250,000 Ordinary Shares,par value US$0.000625per share(“Ordinary Shares”).We expect the initial public offering price will be$4 to$6 per Ordinary Share.Prior to this O

15、ffering,there has been no public marketcurrently for our Ordinary Shares.We intend to apply to list our Ordinary Shares onthe Nasdaq Capital Market under the symbol“RSHL”.This Offering is contingent uponus listing our Ordinary Shares on Nasdaq or another national exchange.There is noguarantee or ass

16、urance that our Ordinary Shares will be approved for listing on theNasdaq Capital Market or another national exchange.Investors are cautioned that they are not buying shares of the operatingcompany based in Hong Kong but instead are buying shares of a shellcompany that the issuer incorporated in the

17、 Cayman Islands that operatesthrough its subsidiaries in Hong Kong,which involves unique risks toinvestors.Investors may never hold equity interests in our subsidiaries inHong Kong.Chinese regulatory authorities could disallow this structure,which would likely result in a material change in our Oper

18、atingSubsidiarys operations and/or a material change in the value of ourOrdinary Shares,including the risk that such event could cause the valueof such securities to significantly decline or become worthless.Pleaserefer to“Risk Factors Risks related to our corporate structure In2023,the PRC governme

19、nt initiated a series of regulatory actions andstatements to regulate business operations in certain areas in mainlandChina,including cracking down on illegal activities in the securitiesmarket,enhancing supervision over mainland China-based companies listedoverseas using the variable interest entit

20、y structure,adopting newmeasures to extend the scope of cybersecurity reviews,and expanding theefforts in anti-monopoly enforcement.In the future,we may be subject toPRC laws and regulations related to the current business operations of ourOperating Subsidiary and any changes in such laws and regula

21、tions andinterpretations may impair its ability to operate profitably,which couldresult in a material negative impact on its operations and/or the value ofour Ordinary Shares.”on page 18 for further information.Unless otherwise stated,as used in this prospectus,the terms“we,”“us,”“ourCompany,”and th

22、e“Company”refer to Rise Smart Group Holdings Limited,an exemptedcompany with limited liability incorporated under the laws of Cayman Islands with nomaterial operations.We conduct all of our operations through our subsidiary,RiseSmart HongKong,established under the laws of the HongKong Special Admini

23、strativeRegion(“HongKong SAR”or“HongKong”).We are,and will continue to be,a“controlled company”as defined underRule5615(c)(1)of the Nasdaq Stock Market Rules.Mr.Kin Cho Li,our Chairman andChief Executive Officer,will beneficially own approximately 73.71%of our then-issued and outstanding Ordinary Sh

24、ares and will be able to exercise approximately73.71%of the total voting power of our issued and outstanding Ordinary Sharesimmediately after the consummation of this offering,assuming the underwriters do notexercise its option to purchase additional Ordinary Shares.For further information,see“Princ

25、ipal Shareholders.”Although we do not intend to rely on the“controlledcompany”exemption under Rule5615(c)(1)of the Nasdaq Stock Market Rules,we couldelect to rely on this exemption in the future.Please read the disclosures beginningon page11 of this prospectus for more information.We are an“emerging

26、 growth company”as defined in the Jumpstart Our BusinessAct of 2012,as amended,and,as such,are eligible for reduced public companyreporting requirements.Investing in our ordinary shares involves risks.Please see“Risk Factors”beginning on page17 of this prospectus for more information.We are a“Foreig

27、n Private Issuer”under applicable U.S.federal securities lawsand,as such,are eligible for reduced public company reporting requirements.Pleasesee“Implications of Being a Foreign Private Issuer”beginning on page11 of thisprospectus for more information.The Regulations on Mergers and Acquisitions of D

28、omestic Companies byForeign Investors,or the M&A Rules,adopted by six Peoples Republic ofChina(“PRC”)regulatory agencies in 2006 and amended in 2009,require anoverseas special purpose vehicle formed for listing purposes throughacquisitions of domestic companies Table of Contentsin mainland China

29、 and controlled by companies or individuals of mainlandChina to obtain the approval of the China Securities Regulatory Commission(“CSRC”),prior to the listing and trading of such special purposevehicles securities on an overseas stock exchange.In addition,onDecember24,2021,the CSRC released the Admi

30、nistrative Regulations of theState Council Concerning the Oversea Issuance of Security and Listing byDomestic Enterprise(Draft for Comments)(the“Draft AdministrativeRegulations”)and the Measures for the Overseas Issuance of Securities andListing Record-Filings by Domestic Enterprises(Draft for Comme

31、nts)(the“Draft Filing Measures”),collectively the“Draft Rules on OverseasListing”,for public opinion.On February 17,2023,with the approval of the State Council,the CSRCreleased the Trial Administrative Measures of Overseas Securities Offeringand Listing by Domestic Companies,or the Trial Measures,an

32、d fivesupporting guidelines,which came into effect on March31,2023.Accordingto the Trial Measures,(1)domestic companies that seek to offer or listsecurities overseas,both directly and indirectly,should fulfill thefiling procedure and report relevant information to the CSRC;(2)if theissuer meets both

33、 of the following conditions,the overseas offering andlisting shall be determined as an indirect overseas offering and listing bya domestic company:(i)any of the total assets,net assets,revenues orprofits of the domestic operating entities of the issuer in the most recentaccounting year accounts for

34、 more than 50%of the corresponding figure inthe issuers audited consolidated financial statements for the sameperiod;(ii)its major operational activities are carried out in China orits main places of business are located in China,or the senior managers incharge of operation and management of the iss

35、uer are mostly Chinesecitizens or are domiciled in China;and(3)where a domestic company seeksto indirectly offer and list securities in an overseas market,the issuershall designate a major domestic operating entity responsible for allfiling procedures with the CSRC,and where an issuer makes an appli

36、cationfor initial public offering and listing in an overseas market,the issuershall submit filings with the CSRC within threebusiness days after suchapplication is submitted.On the same day,the CSRC held a pressconference for the release of the Trial Measures and issued the Notice onAdministration f

37、or the Filing of Overseas Offering and Listing by DomesticCompanies,which,among others,clarifies that(1)a six-month transitionperiod will be granted to domestic companies which,prior to the effectivedate of the Trial Measures,have already obtained the approval fromoverseas regulatory authorities or

38、stock exchanges,such as completion ofregistration in the market of the United States,but have not completedthe indirect overseas listing;and(2)domestic companies that havealready submitted valid applications for overseas offering and listing buthave not obtained approval from overseas regulatory aut

39、horities or stockexchanges on or prior to the effective date of the Trial Measures,mayreasonably arrange the timing for submitting their filing applications withthe CSRC,and shall complete the filing before the completion of theiroverseas offering and listing.On February24,2023,the CSRC,Ministry of

40、Finance of the PRC,NationalAdministration of State Secrets Protection and National ArchivesAdministration of China jointly issued the Provisions on StrengtheningConfidentiality and Archives Administration Overseas Securities Offeringand Listing by Domestic Companies or the Confidentiality Provisions

41、,whichcame into effect on March 31,2023.The Confidentiality Provisionsrequire that,among other things,(1)a domestic company that conducts anoverseas offering and listing both directly and indirectly should institutea sound confidentiality and archives administration system,and takenecessary measures

42、 to fulfill confidentiality and archives administrationobligations;(2)a domestic company that plans to,either directly orthrough its overseas listed entity,publicly disclose or provide torelevant individuals or entities including securities companies,securitiesservice providers and overseas regulato

43、rs,any documents and materials thatcontain state secrets or working secrets of government agencies,shallfirst obtain approval from competent authorities according to law,and filewith the secrecy administrative department at the same level;(3)adomestic company that plans to,either directly or through

44、 its overseaslisted entity,publicly disclose or provide to relevant individuals andentities including securities companies,securities service providers andoverseas regulators,any other documents and materials that,if leaked,will be detrimental to national security or public interest,shall strictlyfu

45、lfil relevant procedures stipulated by applicable national regulations;(4)where a domestic company,after fulfilling relevant procedures,provides to securities companies,securities service providers and otherentities with any documents and materials that contain state secrets orworking secrets of gov

46、ernment agencies,or any other documents andmaterials that will be detrimental to national security or public interestif leaked,a non-disclosure agreement shall be signed between the providerand receiver of such information;and(5)domestic companies,securitiescompanies or securities service providers

47、that discover any leakage orpossible leakage of state secrets,working secrets of government agenciesor any other documents and materials that,if leaked,will be detrimentalto national security or public interest,shall immediately take remediesand report to relevant state organs and units.Table of Con

48、tentsRise Smart Group Holdings Limited is a holding company incorporated in theCayman Islands and has one Operating Subsidiary based in HongKong,and itdoes not have any subsidiary or Variable Interest Entity(“VIE”)inmainland China or intend to acquire any equity interest in any domesticcompanies wit

49、hin mainland China,nor is it controlled by any companies orindividuals of mainland China.Further,we are headquartered in HongKongwith our chief executive officer,chief financial officer and all membersof the board of directors based in Hong Kong who are not mainland Chinacitizens and all of our reve

50、nues and profits are generated by oursubsidiary in HongKong and we have not generated any revenues or profitsin mainland China.Additionally,we do not intend to operate in mainlandChina in the foreseeable future.As such,we do not believe we would besubject to the M&A Rules,or would be required to

51、 file with the CSRC underthe Trial Measures or the Confidentiality Provisions.Moreover,pursuant tothe Basic Law of the HongKong Special Administrative Region,or the BasicLaw,PRC laws and regulations shall not be applied in HongKong except forthose listed in Annex III of the Basic Law(which is confin

52、ed to lawsrelating to national defense,foreign affairs and other matters that arenot within the scope of autonomy).Therefore,as confirmed by our PRCCounsel,China Commercial Law Firm,as of the date of this prospectus,neither we nor our subsidiaries is covered by permission requirements fromCSRC or an

53、y other governmental agency of mainland China that is required toapprove our subsidiaries operations or our offering.Additionally,neither we nor our subsidiaries are required to obtain CSRC approval priorto its listing on an exchange in the U.S.Hence,as of the date of thisprospectus,neither we nor o

54、ur Operating Subsidiary has ever applied forany such permission or approval.We or our subsidiaries are not covered bypermission or approval requirements by any PRC governmental agency requiredto approve us or our subsidiaries operations.No permissions or approvalsfrom any PRC governmental agency hav

55、e been denied since our incorporationup to the date of this prospectus.Notwithstanding the above opinion,ourPRC Counsel has further advised us that uncertainties exist as to how theM&A Rules,the Trial Measures and the Confidentiality Provisions will beinterpreted and implemented by Chinese regul

56、ators and its opinionssummarized above are subject to any new laws,rules,and regulations ordetailed implementations and interpretations in any form relating to theM&A Rules,the Trial Measures and the Confidentiality Provisions.If theCSRC or other PRC regulatory agencies subsequently determine th

57、at priorCSRC approvals are required for our offering,we may face regulatoryactions or other sanctions from the CSRC or other PRC regulatory agencies.Moreover,if there is significant change to the applicable laws,regulations,or interpretations change,that require us to obtain approvalsfrom the CSRC o

58、r other PRC regulatory agencies on,among others,the M&ARules,the Trial Measures and the Confidentiality Provisions at any stage,including but not limited,upon the completion of this Offering,in thefuture,and,if in such event,we or our HongKong subsidiary(i)do notreceive or maintain the approval,

59、(ii)inadvertently conclude that suchpermissions or approvals are not required,(iii)are required to obtainsuch permissions or approvals in the future if applicable laws,regulations,or interpretations change,or(iv)are denied permission fromthe CSRC or any other PRC regulatory agencies,we will not be a

60、ble to listour Ordinary Shares on a U.S.exchange,or continue to offer securities toinvestors,which would materially affect the interests of investors andcause the value of Ordinary Shares to significantly decline or beworthless.Please refer to“Risk Factors Risks related to our corporatestructure We

61、may become subject to a variety of PRC laws and otherobligations regarding M&A Rules,the Trial Measures and data security,andany failure to comply with applicable laws and obligations could have amaterial and adverse effect on our business,financial condition andresults of operations.”on page 18

62、 for further information.Recently,the PRC government initiated a series of regulatory actions andstatements to regulate business operations in certain areas in mainlandChina,including cracking down on illegal activities in the securitiesmarket,enhancing supervision over mainland China-based companie

63、s listedoverseas using the variable interest entity structure,adopting newmeasures to extend the scope of cybersecurity reviews,and expanding theefforts in anti-monopoly enforcement.For example,on July6,2021,the General Office of the Communist Party of China Central Committee andthe General Office o

64、f the State Council jointly issued a document to crackdown on illegal activities in the securities market and promote the high-quality development of the capital market,which,among other things,requires the relevant governmental authorities to strengthen cross-borderoversight of law-enforcement and

65、judicial cooperation,to enhancesupervision over mainland China-based companies listed overseas,and toestablish and improve the system of extraterritorial application of the PRCsecurities laws.Also,on December28,2021,the Measures forCybersecurity Review(the“Measures”)were published and became effecti

66、veFebruary15,2022,and require that,among other things,and in additionto any“operator of critical information infrastructure”,any“dataprocessor”controlling personal information of no less than one millionusers(which to be further specified)which seeks to list in a foreignstock exchange should also be

67、 subject to cybersecurity review,and whichthe Measures further elaborate on the factors to be considered when Table of Contentsassessing the national security risks of the relevant activities.OurHong Kong Operating Subsidiary currently has only served the Hong Konglocal market and does not presently

68、 have any operations in mainland China.We do not currently expect the Measures to have an impact on our business,operations or this Offering,nor do we anticipate that we or our HongKongsubsidiary are covered by permission requirements from the CyberspaceAdministration of China(“CAC”)or any other gov

69、ernment agency that isrequired to approve our subsidiaries operations,as we do not believe wemay be deemed to be an“operator of critical information infrastructure”or a“data processor”controlling personal information of no less thanone million users,that is required to file for cybersecurity review

70、beforelisting in the U.S.,because(i)all of our operations are conducted byour Hong Kong Operating Subsidiary which currently solely serve theHongKong local market,we currently have no operations in mainland China;(ii)we do not have or intend to have any subsidiary,nor do we have orintend to establis

71、h a VIE structure with any entity in mainland China andthe Measures remain unclear whether they shall be applied to a company suchas ours;(iii)as of date of this prospectus,we have neither collectednor stored any personal information of any mainland China individual orwithin mainland China,nor do we

72、 entrust or expect to be entrusted by anyindividual or entity to conduct any data processing activities of anymainland China individual or within mainland China;and(iv)as of thedate of this prospectus,we have not been informed by any PRC governmentalauthority of any requirement we must file for a cy

73、bersecurity review.Moreover,pursuant to the Basic Law of the HongKong SpecialAdministrative Region,or the Basic Law,PRC laws and regulations shall notbe applied in HongKong except for those listed in AnnexIII of the BasicLaw(which is confined to laws relating to national defense,foreignaffairs and o

74、ther matters that are not within the scope of autonomy).Asconfirmed by our PRC counsel,China Commercial Law Firm,based on itsunderstanding of the PRC laws and regulations that are currently in effect,neither we nor our HongKong Operating Subsidiary,are currently subjectto the cybersecurity review by

75、 the CAC as provided under the Measures.Additionally,neither we nor our subsidiaries are covered by requirementsfrom the CAC or any other governmental agency that is required to approveour subsidiaries operations.However,there remains uncertainty as to howthe Measures will be interpreted or implemen

76、ted.Also,uncertainty existsin relation to the interpretation and enforcement of relevant PRCcybersecurity laws and regulations.If we were deemed to be an“operatorof critical information infrastructure”or a“data processor”controlling personal information of no less than one million users underthe Mea

77、sures,or if other regulations promulgated in relation to theMeasures are deemed to apply to us,our business operations and the listingof our Ordinary Shares in the U.S.could be subject to cybersecurityreview by the CAC.Moreover,if there is significant change to theapplicable laws,regulations,or inte

78、rpretations change,that require ourCompany to obtain approval from the CAC or any other governmental agency,and,if in such event,at any stage,including but not limited to,upon thecompletion of this Offering,we or our Hong Kong Operating Subsidiary(i)do not receive or maintain the approval,(ii)inadve

79、rtently concludethat such permissions or approvals are not required,or(iii)are requiredto obtain such permissions or approvals in the future if applicable laws,regulations,or interpretations change,or(iv)are denied permission fromthe CAC or any other PRC regulatory agencies,we will not be able to li

80、stour Ordinary Shares on a U.S.exchange,or continue to offer securities toinvestors,which would materially affect the interests of investors andcause the value of Ordinary Shares to significantly decline or beworthless.As of the date of this prospectus,such recent statements andregulatory actions by

81、 the PRC government,as well as regulatory actionsrelated to data security or anti-monopoly concerns in Hong Kong do not havea material impact on our ability to conduct business,accept foreigninvestments or list on a U.S.or other foreign exchange.However,newregulatory actions relating to data securit

82、y or anti-monopoly concerns inHong Kong may be taken in the future and there can be no assurance as towhether such regulatory actions may have a material impact on our abilityto conduct business,accept foreign investments or continue to list on aU.S.or other foreign exchange.If any or all of the for

83、egoing were tooccur,it may result in a material change to our operations and and/orsignificantly limit or completely hinder our ability to offer or continueto offer securities to investors and cause the value of our Ordinary Sharesto significantly decline or become worthless.Please refer to“RiskFact

84、ors Risks related to our corporate structure Substantially all ofour Operating Subsidiarys operations are conducted in Hong Kong.However,due to the long arm provisions under the current PRC laws and regulations,the Chinese government may exercise significant oversight and discretionover the conduct

85、of such business and may influence such operations at anytime,which could result in a material change in the operations of theoperating subsidiary and/or the value of our Ordinary Shares.The PRCgovernment may also impose restrictions on our ability to transfer moneyout of Hong Kong to distribute ear

86、nings and pay dividends or to reinvest inour business outside of Hong Kong.Changes in the policies,regulations,rules,and the enforcement of laws of the Chinese government may also occurquickly and our assertions and beliefs of the risk imposed by the PRC legaland regulatory system cannot be certain.

87、There are uncertainties regardingthe enforcement of PRC laws,and rules and regulations Table of Contentsin China can change quickly with little advance notice.The Chinesegovernment may intervene or influence our operations at any time,or mayexert more control over offerings conducted overseas and/or

88、 foreigninvestment in China-based issuers,which could result in a material changein our operations and/or the value of the securities we are registering forsale”on page 21 for further information.Nevertheless,since these statements and regulatory actions are new,it isuncertain how soon the legislati

89、ve or administrative regulation makingbodies will respond and what existing or new laws or regulations ordetailed implementations and interpretations will be modified orpromulgated,if any.It is also uncertain what the potential impact suchmodified or new laws and regulations will have on our Operati

90、ngSubsidiarys daily business operation,its ability to accept foreigninvestments and the listing of our Ordinary Shares on a U.S.or otherforeign exchanges.If there is significant change to the applicable laws,regulations,orinterpretations change,that require our Company to obtain approval fromthe CAC

91、 or any other governmental agency,and,if in such event,we or ourHongKong subsidiary at any stage,including but not limited to,upon thecompletion of this Offering,(i)do not receive or maintain the approval,(ii)inadvertently conclude that such permissions or approvals are notrequired,(iii)are required

92、 to obtain such permissions or approvals ifapplicable laws,regulations,or interpretations change,or(iv)aredenied permission from the CSRC,the CAC or any other relevant PRCregulatory agencies,the relevant regulatory authorities,such as the CACor the CSRC,might have broad discretion in dealing with su

93、ch violations,including:imposing fines on us or the HongKong subsidiaries,discontinuing or restricting the operations of the subsidiaries;imposingconditions or requirements with which we or our Operating Subsidiary maynot be able to comply;restricting or prohibiting our use of the proceedsfrom our i

94、nitial public offering to finance the business and operations inHongKong.The imposition of any of these penalties would also result in amaterial and adverse effect on our ability to conduct business,and on ouroperations and financial condition.If any or all of the foregoing were tooccur,it may signi

95、ficantly limit or completely hinder our ability tocomplete this Offering or cause the value of our Ordinary Shares tosignificantly decline or become worthless.Moreover,we might not be ableto complete this Offering,list our Ordinary Shares on a U.S.exchange,orcontinue to offer securities to investors

96、,which would also materiallyaffect the interests of investors and cause the value of Ordinary Shares tosignificantly decline or be worthless.See“Risk FactorsRisks Relatedto Our Corporate Structure In 2023,the PRC government initiated aseries of regulatory actions and statements to regulate business

97、operationsin certain areas in mainland China,including cracking down on illegalactivities in the securities market,enhancing supervision over mainlandChina-based companies listed overseas using the variable interest entitystructure,adopting new measures to extend the scope of cybersecurityreviews,an

98、d expanding the efforts in anti-monopoly enforcement.In thefuture,we may be subject to PRC laws and regulations related to thecurrent business operations of our Operating Subsidiary and any changes insuch laws and regulations and interpretations may impair its ability tooperate profitably,which coul

99、d result in a material negative impact on itsoperations and/or the value of our Ordinary Shares”on page 18.We areadvised by HongKong counsel,David Fong&Co.,that neither we nor ourOperating Subsidiary are required to obtain permission or approval fromHongKong authorities to offer the securities b

100、eing registered to foreigninvestors.Should there be any change in applicable laws,regulations,orinterpretations,and we or any of our subsidiaries are required to obtainsuch permissions or approvals in the future,we will strive to comply withthe then applicable laws,regulations,or interpretations.On

101、December 2,2021,the SEC adopted final amendments to its rulesrelating to the implementation of disclosure and documentation requirementsof the Holding Foreign Companies Accountable Act,or the HFCAA,which tookeffect January10,2022.We will be required to comply with these rules ifthe SEC identifies us

102、 as having a“non-inspection”year,as defined inthe rules,under a process to be subsequently established by the SEC.TheSEC is assessing how to implement other requirements of the HFCAA.Underthe HFCAA,our securities may be prohibited from trading on the Nasdaq orother U.S.stock exchanges if our auditor

103、 is not inspected by the PublicCompany Accounting Oversight Board,or the PCAOB,for threeconsecutive years,and this could result in our shares being delisted.Furthermore,on June 22,2021,the U.S.Senate passed the AcceleratingHolding Foreign Companies Accountable Act(the“AHFCAA”),which wassigned into l

104、aw on December29,2022,amending the HFCAA and requiring theSEC to prohibit an issuers securities from trading on any U.S.stockexchanges if its auditor is not subject to PCAOB inspections for twoconsecutive instead of three consecutive years,shortening the timelinefor the application of the HPCAAs del

105、isting and trading prohibition fromthreeyears to two,and thus,would reduce the time before securities maybe prohibited from trading or delisted.On September22,2021,the PCAOBadopted a final rule implementing the HFCAA,which provides a Table of Contentsframework for the PCAOB to use when determining,a

106、s contemplated under theHFCAA,whether the PCAOB is unable to inspect or investigate completelyregistered public accounting firms located in a foreign jurisdictionbecause of a position taken by one or more authorities in thatjurisdiction.Pursuant to the HFCAA,the PCAOB issued a determination report o

107、nDecember 16,2021 which found the PCAOB was unable to inspect orinvestigate completely registered public accounting firms headquartered in:(1)mainland China of the PRC;and(2)HongKong,a SpecialAdministrative Region of the PRC,which determinations were vacated onDecember 15,2022.In addition,the PCAOBs

108、 report identified thespecific registered public accounting firms which were subject to thesedeterminations,which determinations were vacated on December 15,2022.Our current registered public accounting firm,Wei,Wei&Co.,LLP,whichaudited our financial statements for the fiscalyears ended December

109、31,2023 and 2022,is headquartered in NewYork,NewYork in the U.S.and isnot headquartered in mainland China or HongKong and wasnotidentifiedin the PCAOBs report on December 16,2021 as a firm subject to thePCAOBs determinations,which determinations were vacated on December15,2022.Notwithstanding the fo

110、regoing,if the PCAOB is not able to fullyconduct inspections of our auditors work papers in China,investors maybe deprived of the benefits of such inspection which could result inlimitation or restriction of our access to the U.S.capital markets andtrading of our securities may be prohibited under t

111、he HFCAA.In addition,on August 26,2022,the PCAOB signed a Statement of Protocol,or SOP,Agreement with the CSRC and Chinas Ministry of Finance.The SOP,togetherwith two protocol agreements governing inspections and investigation,establishes a specific,accountable framework to make possible completeins

112、pections and investigations by the PCAOB of audit firms based in Chinaand Hong Kong,as required under U.S.law.On December 15,2022,thePCAOB announced it was able to secure complete access to inspect andinvestigate PCAOB-registered public accounting firms headquartered inmainland China and Hong Kong c

113、ompletely in 2022.The PCAOB vacated itsprevious 2021 determinations that it was unable to inspect or investigatecompletely registered public accounting firms headquartered in mainlandChina and HongKong.However,whether the PCAOB will continue to be ableto satisfactorily conduct inspections of PCAOB-r

114、egistered public accountingfirms headquartered in mainland China and Hong Kong is subject touncertainty and depends on a number of factors out of our,and ourauditors,control.The PCAOB is continuing to demand complete access inmainland China and HongKong moving forward and is already making plans tor

115、esume regular inspections in early 2023 and beyond,as well as continuingto pursue ongoing investigations and initiate new investigations as needed.The PCAOB has indicated it will act immediately to consider the need toissue new determinations with the HFCAA if needed.If the PCAOB in thefuture again

116、determines it is unable to inspect and investigate completelyauditors in mainland China and Hong Kong,then the companies audited bythose auditors would be subject to a trading prohibition on U.S.marketspursuant to the HFCAA.See“Risk FactorsThe recent joint statementby the SEC and PCAOB,proposed rule

117、 changes submitted by Nasdaq,and theHFCAA all call for additional and more stringent criteria to be applied toemerging market companies upon assessing the qualification of theirauditors,especially the non-U.S.auditors who are not inspected by thePCAOB.These developments could add uncertainties to ou

118、r Offering.”We do not use VIEs in our corporate structure.We,through our indirectlywholly-owned Operating Subsidiary,Rise Smart Holdings Limited,are engagedin providing overseas studies consultancy services in HongKong.As of the current date,none of our companies has distributed any cashdividends or

119、 made any cash distributions.There are no restrictions for thetransfer or distribution of cash between the companies.During the normalcourses of our business,cash may be transferred between our companies viawire transfer to and from bank accounts to pay certain business expenses,as loans or capital

120、contribution.Since Rise Smart Group Holdings Limited(“RSGHL”)was recently incorporated,there has not been,to date,anytransfers,dividends,or distributions between the holding company,RSGHLand its subsidiaries or to its investors.Rise Smart(HK)Limited and ourOperating Subsidiary are permitted under th

121、e relevant laws of BritishVirgin Islands and Hong Kong,respectively,to provide funding throughdividend distribution without restrictions on the amount of the funds.There are no restrictions on dividends transfers from Hong Kong to theCayman Islands and to U.S.investors.As of the date of this prospec

122、tus,we have not established any cash management policies that dictate how fundsare transferred among RSGHL,Rise Smart(HK)Limited our subsidiaries andinvestors.However,in the future,funds or assets may not be available to fundoperations or for other use outside of HongKong,due to the imposition ofres

123、trictions and limitations on,our ability or on our subsidiariesability by the PRC government to transfer cash.Any limitation on theability of our subsidiary to make payments to us could have a materialadverse effect on our ability to conduct our business and might materiallydecrease the value of our

124、 Ordinary Shares or cause them to be worthless.Table of ContentsPlease refer to“Prospectus SummaryTransfers of Cash to and from OurSubsidiaries”and the condensed consolidating schedule and theconsolidated financial statements on page 8 and“Risk Factors Risksrelated to our corporate structure We will

125、 in the future rely ondividends and other distributions on equity paid by the OperatingSubsidiary to fund any cash and financing requirements we may have,and anylimitation on the ability of the Operating Subsidiary to make payments tous could have a material adverse effect on our ability to conduct

126、ourbusiness.In the future,funds or assets may not be available to fundoperations or for other use outside of Hong Kong,due to the imposition ofrestrictions and limitations on,our ability or our subsidiary by the PRCgovernment to transfer cash”on page 17 for further information.Per Share Total(4)Publ

127、ic offering price(1)$5.00$6,250,000Underwriter discount(2)$0.35$437,500Proceeds to us,before expenses(3)$4.65$5,812,500_(1)Initial public offering price per share is assumed as US$5 per share,which is the midpoint ofthe range set forth on the cover page of this prospectus(2)We agreed to pay Revere S

128、ecurities,LLC,the representative of the underwriters(the“Representative”),a discount of 7.0%of the gross proceeds of the offering.We have agreedto sell to the Representative of the underwriters,for nominal consideration on the applicableclosing date of this offering,warrants(the“Representatives Warr

129、ants”)in an amountequal to 5.0%of the aggregate number of Ordinary Shares sold by us in this offering.We havealso granted the Underwriters a 1%non-accountable expense allowance and agreed to reimbursecertain out of pocket expenses.For a description of other terms of the RepresentativesWarrants and a

130、 description of the other compensation to be received by the underwriters,see“Underwriting”beginning on page 122.(3)The total Representative expenses related to this offering are set forth in the sectionentitled“Underwriting.”(4)Assumes that underwriters do not exercise any portion of its over-allot

131、ment option.We expect our total cash expenses for this offering(including cash expenses payableto our underwriters for their out-of-pocket expenses)to be approximately$1,725,732,exclusive of the above commissions.In addition,we will pay additional items ofvalue in connection of this offering that ar

132、e viewed by the Financial IndustryRegulatory,or FINRA,as underwriting compensation.These payments will furtherreduce proceeds available to us before expenses.See“Underwriting”.This offering(the“IPO”)is being conducted on a firm commitment basis.Theunderwriters are obligated to take and pay for all o

133、f the shares if any such sharesare taken.We agree to grant the underwriters an option for a period of 45daysafter the closing of this offering to purchase up to 15%of the total number of ourOrdinary Shares to be offered by us pursuant to this offering(excluding sharessubject to this option),solely f

134、or the purpose of covering overallotments,at theinitial public offering price less the underwriting discount.If the underwritersexercise the option in full,the total underwriting discounts and commissions payablewill be$503,125 and the total proceeds to us,after underwriting discounts andcommissions

135、 but before offering expenses,will be approximately$6,684,375.If wecomplete this offering,net proceeds will be delivered to our company on the closingdate.Neither the U.S.SEC nor any state securities commission nor any otherregulatory body has approved or disapproved of these securities ordetermined

136、 if this prospectus is truthful or complete.Any representationto the contrary is a criminal offense.REVERE SECURITIES LLC PACIFIC CENTURY SECURITIES,LLCThe date of this prospectus is _,2024.Table of ContentsTABLE OF CONTENTS PageABOUT THIS PROSPECTUS iiCOMMONLY USED DEFINED TERMS iiiEXCHANGE RATE IN

137、FORMATION ivCAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS vPROSPECTUS SUMMARY 1THE OFFERING 13RISK FACTORS 17INDUSTRY DATA AND FORECAST 44USE OF PROCEEDS 52DIVIDEND POLICY 54CAPITALIZATION 55DILUTION 56MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS 57

138、BUSINESS 64REGULATIONS 79MANAGEMENT 84EXECUTIVE COMPENSATION 89RELATED PARTY TRANSACTIONS 90PRINCIPAL SHAREHOLDERS 91DESCRIPTION OF ORDINARY SHARES 93SHARES ELIGIBLE FOR FUTURE SALE 112TAXATION 113ENFORCEMENT OF CIVIL LIABILITIES 120UNDERWRITING 122EXPENSES RELATING TO THIS OFFERING 132LEGAL MATTERS

139、 133EXPERTS 133INTERESTS OF NAMED EXPERTS AND COUNSEL 133DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION 133WHERE YOU CAN FIND ADDITIONAL INFORMATION 134INDEX TO FINANCIAL STATEMENTS F-1PART II.INFORMATION NOT REQUIRED IN PROSPECTUS II-1iTable of ContentsABOUT THIS PROSPECTUSWe and the underwri

140、ters have not authorized anyone to provide you with informationdifferent from that contained in this prospectus or in any free-writing prospectusesprepared by us or on our behalf or to which we have referred you.We and theunderwriters take no responsibility for,and can provide no assurance as to the

141、reliability of,any other information that others may give you.We are offering tosell,and seeking offers to buy,the Ordinary Shares offered hereby,but only undercircumstances and in jurisdictions where offers and sales are permitted and lawful todo so.The information contained in this prospectus is c

142、urrent only as of the date ofthis prospectus,regardless of the time of delivery of this prospectus or of any saleof the ordinary shares.Our business,financial condition,results of operations andprospects may have changed since that date.For investors outside the U.S.:Neither we,nor the underwriters

143、have taken anyaction that would permit a public offering of the Ordinary Shares outside the U.S.orpermit the possession or distribution of this prospectus or any related free writingprospectus outside the U.S.Persons outside the U.S.who come into possession ofthis prospectus or any related free writ

144、ing prospectus must inform themselves about,and observe any restrictions relating to,the offering of the Ordinary Shares and thedistribution of the prospectus outside the U.S.We obtained the statistical data,market data and other industry data and forecastsdescribed in this prospectus from market re

145、search,publicly available information andindustry publications,including from Frost&Sullivan,an independent marketresearch and consulting firm with respect to information on the Overseas StudiesConsultancy Services industry in HongKong.While we believe that the statisticaldata,industry data and

146、forecasts and market research are reliable,we have notindependently verified the data.We are incorporated as an exempted company with limited liability under the CompaniesAct(Revised)of the Cayman Islands and a majority of our outstanding securities areowned by non-U.S.residents.Under the rules of t

147、he SEC,we currently qualify fortreatment as a“foreign private issuer.”As a foreign private issuer,we will not berequired to file periodic reports and financial statements with the SEC as frequentlyor as promptly as U.S.domestic registrants whose securities are registered underthe Securities Exchange

148、Actof1934.iiTable of ContentsCOMMONLY USED DEFINED TERMSUnless otherwise indicated or the context requires otherwise,references in thisprospectus to:“Amended Memorandum and Articles”refers to our memorandum and articles ofassociation to be in effect upon completion of this Offering;“BNO”refers to Br

149、itish National(Overseas)passport,a British passportfor persons with British National(Overseas)citizenship“China”or the“PRC”refers to the Peoples Republic of China;“Companies Act”refers to the Companies Act(as revised)of the CaymanIslands,as amended,supplemented or otherwise modified from time to tim

150、e;“Frost&Sullivan”refers to Frost&Sullivan Limited,an independentmarket research agency,which is an independent third party;“Government”refers to the government of HongKong;“HongKong”refers to HongKong Special Administrative Region,PeoplesRepublic of China;“Offering”refers to the initial pub

151、lic offering of Rise Smart GroupHoldings Limited;“Operating Subsidiary”refers to Rise Smart HongKong;“our Group”or“the Group”refers to Rise Smart Group Holdings Limitedand its subsidiaries;“PRC Counsel”refers to China Commercial Law Firm;“Rise Smart Hong Kong”refers to Rise Smart Holdings Limited,ou

152、rsubsidiary incorporated in HongKong“Rise Smart UK”refers to Rise Smart Holdings Limited,our subsidiaryincorporated in the UK“SEC”refers to the U.S.Securities and Exchange Commission;“shares”,“Share”or“Ordinary Shares”refers to the ordinary shares ofRise Smart Group Holdings Limited,with par value o

153、f$0.000625 each;“we”,“us”,“our Company”,“our”or“the Company”refers to RiseSmart Group Holdings Limited,an exempted company with limited liabilityincorporated under the laws of the Cayman Islands,and in the context ofdescribing its operation and business,its subsidiaries;“H.K.dollar”,“H.K.dollars”,or

154、“HK$”refers to the legal currency ofHongKong;“UK”refers to the United Kingdom of Great Britain and Northern Ireland“U.S.dollar”,“U.S.dollars”,“dollars”,“USD”,“US$”or“$”refers to the legal currency of the UnitedStates.Our business is conducted by our indirectly wholly-owned Operating Subsidiary inHon

155、gKong,using H.K.dollars,the currency of HongKong.Our audited consolidatedfinancial statements(“CFS”)are presented in U.S.dollars.In this prospectus,werefer to assets,obligations,commitments,and liabilities in our audited CFS inU.S.dollars.These dollar references are based on the exchange rate of H.K

156、.dollarsto U.S.dollars,determined as of a specific date or for a specific period.Changesin the exchange rate will affect the amount of our obligations and the value of ourassets in terms of U.S.dollars which may result in an increase or decrease in theamount of our obligations(expressed in dollars)a

157、nd the value of our assets,including accounts receivable(expressed in dollars).iiiTable of ContentsEXCHANGE RATE INFORMATIONThe Companys principal country of operations is HongKong.The financial positionand results of its operations are determined using HongKong Dollars(“HK$”),thelocal currency,as t

158、he functional currency.The Companys CFS are reported using theU.S.Dollars(“US$”or“$”).The following table outlines the currency exchangerates that were used in preparing the registration statement:YearEndedDecember31,2023 Year EndedDecember31,2022Year-end spot rate US$1=HK$7.81 US$1=HK$7.81Average r

159、ate US$1=HK$7.83 US$1=HK$7.83ivTable of ContentsCAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTSThis prospectus contains forward-looking statements that involve risks anduncertainties,such as statements related to future events,business strategy,futureperformance,future operations,backlog,f

160、inancial position,estimated revenues andlosses,projected costs,prospects,plans and objectives of management.Allstatements other than statements of historical fact may be forward-lookingstatements.Forward-looking statements are often,but not always,identified by theuse of words such as“aim”,“anticipa

161、te”,“believe”,“estimate”,“expect”,“going forward”,“intend”,“may”,“plan”,“potential”,“predict”,“propose”,“seek”,“should”,“will”,“would”and similar expressions or theirnegative.Forward-looking statements should not be read as a guarantee of futureperformance or results,and will not necessarily be accu

162、rate indications of the timesat,or by,which such performance or results will be achieved.Forward-lookingstatements are based on managements belief,based on currently availableinformation,as to the outcome and timing of future events.These statements involveestimates,assumptions,known and unknown ris

163、ks,uncertainties and other factors thatmay cause actual results or events to differ materially from those expressed in suchforward-looking statements.When evaluating forward-looking statements,you shouldconsider the risk factors and other cautionary statements described in the sectiontitled“Risk Fac

164、tors.”We believe the expectations reflected in the forward-lookingstatements contained in this prospectus are reasonable,but no assurance can be giventhat these expectations will prove to be correct.Forward-looking statements shouldnot be unduly relied upon.Important factors that could cause actual

165、results or events to differ materially fromthose expressed in forward-looking statements include,but are not limited to:our business and operating strategies and plans of operation;the amount and nature of,and potential for,future development of ourbusiness;our Companys dividend distribution plans;t

166、he regulatory environment as well as the general industry outlook for theindustry in which we operate;future developments in the industry in which we operate;andthe trend of the economy of HongKong and the world in general.These factors are not necessarily all of the important factors that could cau

167、seactual results or events to differ materially from those expressed in forward-lookingstatements.Other unknown or unpredictable factors could also cause actual results orevents to differ materially from those expressed in the forward-looking statements.Our future results will depend upon various ot

168、her risks and uncertainties,includingthose described in the section titled“Risk Factors.”All forward-looking statementsattributable to us are qualified in their entirety by this cautionary statement.Forward-looking statements speak only as of the date hereof.We undertake noobligation to update or re

169、vise any forward-looking statements after the date on whichany such statement is made,whether as a result of new information,future events orotherwise.vTable of ContentsPROSPECTUS SUMMARYThis summary highlights information contained in greater detailselsewhere in this prospectus.This summary is not

170、complete and does notcontain all of the information you should consider in making yourinvestment decision.You should read the entire prospectus carefullybefore making an investment in our Ordinary Shares.You should carefullyconsider,among other things,our consolidated financial statements andthe rel

171、ated notes and the sections titled“Risk Factors”and“Managements Discussion and Analysis of Financial Condition andResults of Operations”included elsewhere in this prospectus.This prospectus contains information from a report commissioned by us andprepared by Frost&Sullivan,an independent market

172、research firm,toprovide information on the overseas studies consultancy service industryin HongKong.Our MissionOur mission is to become the leading overseas studies consultancy service providerin Hong Kong.We strive to provide one-stop services to cater to studentsoverseas studies needs.OverviewWe a

173、re an exempted company incorporated under the laws of the Cayman Islands onJune14,2023.As a holding company with no material operations of our own,weconduct our business through our wholly-owned HongKong Operating Subsidiary,RiseSmart Holdings Limited,founded on January9,2006.We mainly provide servi

174、ces tolocal students who are seeking secondary education and higher education studies inthe United Kingdom(“UK”),Australia,Canada,and New Zealand.According toFrost&Sullivan,we are an established overseas studies consultancy servicesprovider with,a market share of approximately 11.8%in terms of r

175、evenue in 2022.Through the continued efforts of our management,our total revenue increased fromUS$0.7 million for the year ended December31,2021 to US$1.7 million for the yearended December 31,2022.We principally provide overseas studies consultancyservices to students in HongKong.We also provide ot

176、her value-added services suchas(i)tutoring services to students by cooperating with tutoring agencies toprovide online tutoring services to students;and(ii)visa consultation servicesto facilitate customers development in the UK,Canada,and Australia.Our ValuesAt our Company,we stand by our core value

177、s,which are essential to our success.Webelieve these values not only guide our business and define our brand,but alsodeliver real financial and operational benefits for us and our customers.Our core values include:Conducting our business with fairness and integrity;Maintaining a high level of expert

178、ise in providing overseas studiesconsultancy service;Listening and responding to our customers needs;andProviding one-stop service to address our customers overseas studiesneeds.Competitive StrengthsWe believe that the following strengths have contributed to our success and aredifferentiating factor

179、s that set us apart from our peers.Established track record:In our operating history of more than15 years,we have focused on providing overseas studies consultancyservices and built up our expertise and track record in overseas studiesconsultancy.We devoted substantial efforts to expanding our netwo

180、rk ofoverseas education providers.We take pride in our network in successfullyplacing students with the overseas education providers.Through ourquality of service and continued marketing efforts,we believe we haveestablished our reputation as a reliable overseas studies consultancyservices provider

181、in HongKong.1Table of ContentsOne-stop service to cater to students overseas studiesneed:We provide a one-stop service to cater to students overseasstudies needs by offering a wide range of services to students before andafter their placement to overseas education providers.In 2018,weexpanded our se

182、rvice offerings to provide value-added services such astutoring and visa consultation to students.We believe that by providing aone-stop service to the students we can ensure their satisfaction andeliminate the hassle of looking for other service providers.Established network of subagents:Since 2018

183、,we have beenestablishing business relationships with subagents,which include overseasstudies consultancy service providers and individuals,who refer studentsseeking overseas studies with overseas education providers who we have abusiness relationship with.Since 2021,we have been actively cooperatin

184、gwith subagents to enhance our market presence among students.We believehaving a wide network of subagents allow us to reduce reliance on word ofmouth referrals from students and parents,while enabling us to broadenthe base of potential students whom we can serve and ensure a stablerevenue stream.Ex

185、perienced and dedicated management and educationconsultants:Our management team has extensive knowledge andexperience in providing overseas studies consultancy services inHongKong.Mr.Kin Cho Li,our Chief Executive Officer and Chairman,hasapproximately 15years of experience in the overseas studies co

186、nsultancyservice industry.We believe our management and our education consultantsunderstand the needs of students and their parents well to offer themsuitable study programs,assist them with their applications,and offerthem value-added services to cater to their individual needs.Our Growth Strategie

187、sOur principal growth strategies are to further strengthen our market position,increase our market share and capture the growth in the HongKong overseas studiesconsultancy service industry.We intend to achieve our business objectives byexpanding our scale of operation through our intended effort in

188、actively seekingopportunities in expanding our market presence and expanding our customer base.Toachieve these goals,we plan to implement the following strategies:Enhance our service capabilities by pursuing appropriatestrategic acquisition opportunities:We believe that suitableacquisition opportuni

189、ties will strengthen our one-stop service to cater tostudents overseas studies needs.We plan to enhance our servicecapabilities by acquiring a majority stake in one or two educationservices providers in HongKong or overseas that could(i)expand ournetwork of overseas education providers directly or i

190、ndirectly;(ii)expand our reach to students;and(iii)offer services that areunique and beneficial to students and could complement our existingservice offerings.Maintain stable relationships with our existing network ofoverseas education providers and expanding our customerbase:We intend to arrange si

191、te visit to existing network andpotential overseas education providers to continue providing a broad rangeof quality choices to prospective students and their parents to consider,thereby increasing our chances in successful placements.We also intend toleverage our existing wide network of overseas e

192、ducation providers todevelop our connections with subagents to expand our reach to potentialstudents.Further,we are constantly expanding our portfolio of servicesto provide a one-stop service to our students and to ensure that theiroverseas studies needs are addressed.Establish our service presence

193、in the North Americamarket:Leveraging our established track record and our reliablerelationships with North American education service providers,we believewe will be able to tap into the huge potential of providing students withthe opportunities to study in North America.We plan to expand ourpresenc

194、e in North America by setting up regional offices at major citiesin Canada and/or the U.S.We plan to selectively pursue mergers andacquisitions,investments,and corporations with local companies to deepenour connection with local education service providers.We will alsoexplore the possibility of form

195、ing strategic partnerships with otheroverseas education consultancy service providers in Hong Kong with astrong establishment in North America to expand our service coverage inNorth America in a swift and effective manner.Expand our information technology system and technicalcapabilities:We plan to

196、invest in our technological platform byupgrading the function and capabilities of our existing informationtechnology system by(i)investing in the use of artificial intelligencein the recommendation of overseas education providers to students in theapplication process;and(ii)improving our existing da

197、ta relatedtechnology2Table of Contentsin relation to student relationship management and commission management.Such improvements will increase the likelihood of our successful placementand enable our management to closely monitor and manage each studentscase to provide the best possible services to

198、them.Threats and ChallengesAccording to Frost&Sullivan,we face the following threats and challenges:Political and economic instability:Overseas studiesconsultancy services is the industry that leverages geographical barriersto create economic benefits.The market is particularly susceptible to th

199、echange in political and economic environmental between countries;thisincludes currency changes,diplomatic approach by each governors as wellas societal activities in different regions.Also,unlike retail serviceindustry where customer consumption can be more easily aroused byincreased advertisement

200、or a change in product package and offerings;overseas study is a rather high-value product and consumers economicpower is a critical factor to consumption behavior.Fierce industry competition:There is intensifying competitionfrom both established players and new entrants in HongKongs overseasstudy c

201、onsultancy industry.Existing players have been aggressively tryingto gain market share through price competition,marketing andmergers/acquisitions,which puts downward pressure on prices,margins andmarket dominance.Staying ahead requires hefty investments in areas likemarketing,technology,and acquiri

202、ng and retaining talent.Emerging destinations:Previously,the UK and Australia wereamong the top choices for HongKong students seeking overseas educationdue to factors such as cultural familiarity,global reputation and post-study work opportunities.In recentyears,Canada has become a popularstudy dest

203、ination due to its favorable post-graduation work andimmigration policies for international students.Asia destinations arealso an increasing trend.Singapore and Vietnam have high-quality yetaffordable universities,as well as lower costs of living.Their proximityto HongKong in terms of culture and tr

204、avel reduces worries for studentsand parents regarding adjustment and safety.Overall,popular studydestinations for HongKong students have diverged in recentyears.Diversification of consulting service scope:With a view toseizing greater market opportunities,industry players are expanding theirservice

205、 offerings both vertically and horizontally.For instance,someconsultancies are now targeting younger students seeking overseas highschool,diploma and postgraduate course,with an aim to building long-termrelationships with students from an earlier stage which opens upopportunities for cross-selling a

206、nd upselling services over their entireeducation journey.Some consultancies offer post-educational service suchas offering vocational education and skills training courses abroad,aswell as internship and work placement services while students areundergoing the education program.Leveraging connection

207、s withmultinational companies,organizations and alumni abroad,theseconsultancies open up career opportunities that enhance the appeal ofstudy opportunities in those destinations.Accordingly,with competitionintensifying in this industry,targeted and strategic diversificationbalanced with sustaining c

208、ore strengths will be the key trend for serviceproviders.Market and CompetitionAccording to Frost&Sullivan,the gross value of overseas education consultancyservices market in Hong Kong increased from approximately HK$82.1 million(US$10.5 million)in 2018 to HK$113.5 million(US$14.6 million)in 202

209、2,aCompound Annual Growth Rate(“CAGR”)of 8.4%.Driven by(i)the growing economicstatus spurring willingness to pursue abroad education,as the per capita GNI inHongKong increased from HK$398,551 in 2018 to HK$410,772 in 2022.As economiesprosper and more families attain middleclass status,they gain both

210、 motivation andfinancial means to pursue a foreign education;(ii)complicated applicationprocedure and evolving requirements encourage students to consult consultancies tonavigate the application process;(iii)growing sub-sectors in the overseas studyconsultancy services market from undergraduate prog

211、rams to high schools,boardingschools and a wider range of programs;and(iv)the desire for students to look fordiversified choices and a broad range of options in terms of destinations,programsand types of institutions encourage students to look for consultancies forguidance,we expect the demand of ov

212、erseas education consultancy services willfurther increase.As such,we believe we should enhance our service capabilities,expand our customer base,establish our service presence in the North Americamarket and expand our information technology system to enhance our competitivenessand capture the poten

213、tial3Table of Contentsopportunities in the growing overseas education consultancy services market inHongKong.The gross value of overseas consultancy services market in HongKong isexpected to increase from HK$113.5 million(US$14.6 million)in 2022 toHK$153.7million(US$19.7million)in 2027,a CAGR of 6.4

214、%.Significant Risk FactorsRisks Related to Our Corporate StructureWe will in the future rely on dividends and other distributions on equitypaid by the Operating Subsidiary to fund any cash and financingrequirements we may have,and any limitation on the ability of theOperating Subsidiary to make paym

215、ents to us could have a material adverseeffect on our ability to conduct our business.In the future,funds orassets may not be available to fund operations or for other use outside ofHongKong,due to the imposition of restrictions and limitations on,ourability or our subsidiary by the PRC government t

216、o transfer cash(see page17 of this prospectus).In 2023,the PRC government initiated a series of regulatory actions andstatements to regulate business operations in certain areas in mainlandChina,including cracking down on illegal activities in the securitiesmarket,enhancing supervision over mainland

217、 China-based companies listedoverseas using the variable interest entity structure,adopting newmeasures to extend the scope of cybersecurity reviews,and expanding theefforts in anti-monopoly enforcement.In the future,we may be subject toPRC laws and regulations related to the current business operat

218、ions of ourOperating Subsidiary and any changes in such laws and regulations andinterpretations may impair its ability to operate profitably,which couldresult in a material negative impact on its operations and/or the value ofour Ordinary Shares(see page 18 of this prospectus).We may become subject

219、to a variety of PRC laws and other obligationsregarding M&A Rules,the Trial Measures and data security,and any failureto comply with applicable laws and obligations could have a material andadverse effect on our business,financial condition and results ofoperations(see pages 1821 of this prospec

220、tus).Substantially all of our Operating Subsidiarys operations are conductedin HongKong.However,due to the long arm provisions under the currentPRC laws and regulations,the Chinese government may exercise oversightand discretion over the conduct of such business and may influence suchoperations at a

221、ny time,which could result in a material change in theoperations of the operating subsidiary and/or the value of our OrdinaryShares.The PRC government may also impose restrictions on our ability totransfer money out of HongKong to distribute earnings and pay dividendsor to reinvest in our business o

222、utside of Hong Kong.Changes in thepolicies,regulations,rules,and the enforcement of laws of the Chinesegovernment may also occur quickly and our assertions and beliefs of therisk imposed by the PRC legal and regulatory system cannot be certain.There are uncertainties regarding the enforcement of PRC

223、 laws,and rulesand regulations in China can change quickly with little advance notice.The Chinese government may intervene or influence our operations at anytime,or may exert more control over offerings conducted overseas and/orforeign investment in China-based issuers,which could result in amateria

224、l change in our operations and/or the value of the securities weare registering for sale(see pages 2122 of this prospectus).If the Chinese government chooses to extend oversight and control overofferings that are conducted overseas and/or foreign investment inmainland China-based issuers to HongKong

225、-based issuers,such action maysignificantly limit or completely hinder our ability to offer or continueto offer Ordinary Shares to investors and cause the value of our OrdinaryShares to significantly decline or be worthless(see page 22 of thisprospectus).Risks Related to Our Business and IndustryWe

226、cannot guarantee if we can maintain the number of students we havesuccessfully placed in the past and any reduction in future placements mayaffect our financial condition and impact our relationship with overseaseducation providers(see page 22 of this prospectus).The sustainability of our business d

227、epends on the market awareness of ourbrand and therefore if we are not able to maintain our brand or if ourbrand is otherwise tarnished,our business,financial condition andresults of operations may be materially and adversely affected.4Table of ContentsA majority of our revenue was derived from over

228、seas education providers inthe UK and Australia and any material change in the landscape for studyingin the UK and Australia may materially and adversely affect our businessand financial performance(see page 23 of this prospectus).Changes in the foreign exchange rate for foreign currencies against o

229、urfunctional currency may materially and adversely affect our operatingperformance as well as our financial position(see page 23 of thisprospectus).If we fail to maintain and expand our network of overseas educationproviders and sub-agents,our business,financial condition and prospectsmay be materia

230、lly and adversely affected(see pages 23 24 of thisprospectus).If our existing agency agreements entered with the overseas educationproviders are terminated or not extended or we otherwise cannot maintain apositive relationship with existing overseas education providers in ournetwork,our business,fin

231、ancial position,results of operations andprospects will be materially and adversely affected(see page 24 of thisprospectus).If we cannot maintain a positive relationship with our subagents andtutoring agencies,our business,financial potion,results of operationsand prospects will be materially and ad

232、versely affected(see page24 ofthis prospectus).We rely on our three education consultants in providing consultancyservices to prospective students and if we fail to recruit and retainsuitable education consultants on commercially acceptable terms,ouroperations,reputation and financial condition may

233、be materially andadversely affected(see pages2425 of this prospectus).Loss of key management for our operations may materially affect ouroperations(see page 25 of this prospectus).Our operating results are affected by seasonality particularly withreference to the academic term in the UK(see page 25

234、of this prospectus).Significant delays or failures in payment by our customers may affect ourworking capital and cash flows(see page 25 of this prospectus).We may not be able to implement our business plans effectively to achievefuture growth(see pages2526 of this prospectus).Disruptions or unauthor

235、ized access to our computer systems may materiallyand adversely affect our operations and reputation(see page 26 of thisprospectus).Our Groups business and reputation may be affected by litigation claimsand our insurance may be insufficient to cover all such claims(see page26 of this prospectus).Any

236、 deterioration in the outbreak of COVID-19 may adversely affect ouroperation and financial condition(see page 26 of this prospectus).Certain data and information in this prospectus were obtained from third-party sources and were not independently verified by us(see page 27 ofthis prospectus).Our lac

237、k of effective internal controls over financial reporting(“ICFR”)may affect our ability to accurately report our financialresults or prevent fraud which may affect the market for and price of ourOrdinary Shares(see pages 2728 of this prospectus).We are a holding company whose principal source of ope

238、rating cash is theincome received from our Operating Subsidiary(see page 28 of thisprospectus).Our significant shareholder has considerable influence over our corporatematters(see page 28 of this prospectus).5Table of ContentsOur significant shareholder may have potential conflicts of interest withu

239、s,which may materially and adversely affect our business and financialcondition(see page 28 of this prospectus).Events such as epidemics,natural disasters,adverse weather conditions,political unrest and terrorist attacks could significantly delay,or evenprevent us from completing,our projects(see pa

240、ge 29 of this prospectus).Risks Related to Doing Business in HongKongHongKongs legal system is evolving and has inherent uncertainties thatcould limit the legal protection available to you(see page 29 of thisprospectus).The enactment of Law of the PRC on Safeguarding National Security in theHong Kon

241、g Special Administrative Region(the“Hong Kong NationalSecurity Law”)could impact our Operating Subsidiary in HongKong(seepages 2930 of this prospectus).Nasdaq may apply additional and more stringent criteria for our continuedlisting(see page 30 of this prospectus).If we fail to meet applicable listi

242、ng requirements,Nasdaq may not approveour listing application,or may delist our Ordinary Shares from trading,in which case the liquidity and market price of our Ordinary Shares coulddecline(see page 30 of this prospectus).The recent joint statement by the SEC and PCAOB,proposed rule changessubmitted

243、 by Nasdaq,and the HFCAA all call for additional and morestringent criteria to be applied to emerging market companies uponassessing the qualification of their auditors,especially the non-U.S.auditors who are not inspected by the PCAOB.These developmentscould add uncertainties to our Offering(see pa

244、ges 31 32 of thisprospectus).Risks Related to Our Initial Public Offering And Ownership of OurOrdinary SharesWe will incur additional costs as a result of becoming a public company,which could negatively impact our net income and liquidity(see pages3233 of this prospectus).Our management team has li

245、mited experience managing a public company(seepage 33 of this prospectus).The obligation to disclose information publicly may put us at adisadvantage to competitors that are private companies(see page 33 ofthis prospectus).We are a“foreign private issuer,”and our disclosure obligations differfrom th

246、ose of U.S.domestic reporting companies.As a result,we may notprovide you the same information as U.S.domestic reporting companies orwe may provide information at different times,which may make it moredifficult for you to evaluate our performance and prospects(see pages3334 of this prospectus).We ar

247、e an“emerging growth company,”and we cannot be certain if thereduced reporting requirements applicable to emerging growth companieswill make our Ordinary Shares less attractive to investors(see page 34 ofthis prospectus).We are a“controlled company”defined under the Nasdaq Stock MarketRules.Although

248、 we do not intend to rely on the“controlled company”exemption under the Nasdaq listing rules,we could elect to rely on thisexemption in the future and you will not have the same protection affordedto shareholders of companies that are subject to these corporategovernance requirements(see pages 3435

249、of this prospectus).Future sales,or the perception of future sales,by us or our shareholderin the public market following this Offering could cause the market pricefor our Ordinary Shares to decline(see page 35 of this prospectus).The requirements of being a public company may strain our resources a

250、nddivert managements attention(see pages 3536 of this prospectus).6Table of ContentsThe market price of our Ordinary Shares may be volatile or may declineregardless of our operating performance,and you may not be able to resellyour shares at or above the IPO price(see page 36 of this prospectus).We

251、may experience extreme stock price volatility unrelated to our actualor expected operating performance,financial condition or prospects,making it difficult for prospective investors to assess the rapidlychanging value of our Ordinary Shares(see pages 36 37 of thisprospectus).Future issuances or sale

252、s,or perceived issuances or sales,of substantialamounts of Ordinary Shares in the public market could materially andadversely affect the prevailing market price of the Ordinary Shares andour ability to raise capital in the future(see page 37 of thisprospectus).We have broad discretion in the use of

253、the net proceeds from our IPO andmay not use them effectively(see page 37 of this prospectus).Future financing may cause a dilution in your shareholding or placerestrictions on our operations(see pages 3738 of this prospectus).There may not be an active,liquid trading market for our Ordinary Shares,

254、and we do not know if a more liquid market for our Ordinary Shares willdevelop to provide you with adequate liquidity(see page 38 of thisprospectus).We may lose our foreign private issuer status in the future,which couldresult in significant additional costs and expenses(see page 38 of thisprospectu

255、s).You will experience immediate and substantial dilution(see page 38 ofthis prospectus).Our ICFR may not be effective and our independent registered publicaccounting firm may not be able to certify as to their effectiveness,which could have a significant and adverse effect on our business andreputa

256、tion(see page 39 of this prospectus).You may experience difficulties in effecting service of legal process,enforcing foreign judgments or bringing original actions in the CaymanIslands or HongKong based on U.S.or other foreign laws against us,ourmanagement or the experts named in the prospectus(see

257、page 39 of thisprospectus).You may face difficulties in protecting your interests,and your abilityto protect your rights through U.S.courts may be limited,because we areincorporated under Cayman Islands law(see page 40 of this prospectus).It may be difficult to enforce a judgment of U.S.courts for c

258、ivilliabilities under U.S.federal securities laws against us,our directorsor officers in the Cayman Islands and HongKong(see pages 4041 ofthis prospectus).We employ a mail forwarding service,which may delay or disrupt ourability to receive mail in a timely manner(see page 41 of thisprospectus).We co

259、uld become a passive foreign investment company,or PFIC,for U.S.federal income tax purposes for any taxable year,which could subject U.S.investors in our shares to significant adverse U.S.income taxconsequences(see pages 4142 of this prospectus).We do not expect to pay dividends in the foreseeable f

260、uture after thisOffering.You must rely on price appreciation of the Ordinary Shares forreturn on your investment(see page 42 of this prospectus).New climate-related disclosure obligations in proposed SEC rule amendmentscould have uncertain impacts on our business,impose additional reportingobligatio

261、ns on us,and increase our costs(see page 42 of thisprospectus).We are subject to changing law and regulations regarding regulatorymatters,corporate governance and public disclosure that have increasedboth our costs and the risk of non-compliance(see page 43 of thisprospectus).7Table of ContentsList

262、of Approvals or PermitsIn the opinion of our HongKong counsel,David Fong&Co.,we and our subsidiarieshave received all requisite permissions or approvals and no permissions orapprovals have been denied.Rise Smart Holdings Limited,our Hong Kong subsidiary,has obtained the required Business Registr

263、ation Certificate from the relevantauthority in Hong Kong to operate its business.As confirmed by our PRC Counsel,China Commercial Law Firm,based on itsunderstanding of the PRC laws and regulations currently in effect,as of the dateof this prospectus,neither we nor our Operating Subsidiary,is subjec

264、t to the M&ARules,the Trial Measures,the Measures or the regulations or policies that havebeen issued by the CSRC or the CAC as of the date of this prospectus,nor are wecurrently covered by permission requirements from the CSRC,the CAC or any otherPRC governmental agency that is required to appr

265、ove our listing on theU.S.exchanges and offering securities.Hence,based on the foregoing,since we arenot subject to the regulations or policies issued by the CAC to date,we believethat we are currently not required to be compliant with such regulations andpolicies issued by the CAC as of the date of

266、 this prospectus.Further,as of thedate of this prospectus,neither we nor our Operating Subsidiary has ever appliedfor any such permission or approval,as we currently are not subject to the M&ARules or the regulations and policies issued by the CAC.We or our subsidiaries arenot covered by permiss

267、ion or approval requirements by any PRC governmental agencyrequired to approve us or our subsidiaries operations.No permissions or approvalsfrom any PRC governmental agency have been denied since our incorporation up to thedate of this prospectus.If we or our subsidiaries:(i)do not receive or mainta

268、in such permissions orapprovals,(ii)inadvertently conclude such permissions or approvals are notrequired,or(iii)applicable laws,regulations,or interpretations change and weand/or our subsidiaries are required to obtain such permissions or approvals,therelevant governmental authorities would have bro

269、ad discretion in dealing with suchviolation,including levying fines,confiscating our and/or our subsidiariesincome,revoking our or our subsidiaries business licenses or operating licenses,discontinuing or placing restrictions or onerous conditions on our operations,requiring us to undergo a costly a

270、nd disruptive restructuring,restricting orprohibiting our use of proceeds from our Offering to finance our or oursubsidiaries business and operations,and taking other regulatory or enforcementactions that could be harmful to our or our subsidiaries business.Any of theseactions could cause significan

271、t disruption to our or our subsidiaries businessoperations and severely damage our or our subsidiaries reputation,which would inturn materially and adversely affect our or our subsidiaries business,financialcondition and results of operations.Transfers of Cash to and from Our SubsidiariesOur busines

272、s is conducted by the Operating Subsidiary,our indirectly wholly-ownedentity in Hong Kong.RSGHL,the Cayman Islands holding company will rely ondividends paid by its subsidiariesnamely Rise Smart(HK)Limited,our wholly-owned British Virgin Islands subsidiary and RSGHL,our wholly-owned Hong Kongsubsidi

273、ary,namely the Operating Subsidiary,for RSGHLs working capital and cashneeds,including the funds necessary to pay any dividends.RSGHL and Rise Smart(HK)Limited are Cayman Islands and British Virgin Islands holding companies,respectively.Only Rise Smart Holdings Limited,our Operating Subsidiary,opera

274、tesin HongKong.During the normal course of our business,cash may be transferred between ourcompanies via wire transfer to and from bank accounts to pay certain businessexpenses,as loans or capital contribution.Cash is maintained by our OperatingSubsidiary,in one HongKong Dollar bank account in HongK

275、ong.Rise Smart UK hasone Great Britain Pound account in the UK.We will apply to open HongKong Dollarsavings and current bank accounts and foreign currency savings and current bankaccounts in HongKong for RSGHL.Rise Smart(HK)Limited has no bank account.As of the date of this prospectus,there are no r

276、estrictions or limitation underthe laws of HongKong imposed on the conversion of HK$into foreign currencies andthe remittance of currencies out of Hong Kong or across borders and to U.Sinvestors.The PRC laws and regulations do not currently have any material impacton transfer of cash from RSGHL to o

277、ur Operating Subsidiary nor our OperatingSubsidiary to RSGHL,our shareholders or U.S.investors.However,in the future,funds or assets may not be available to fund operations or for other use outside ofHongKong,due to the imposition of restrictions and limitations on,our ability oron our subsidiarys a

278、bility by the PRC government to transfer cash.Any limitationon the ability of our subsidiary to make payments to us could have a materialadverse effect on our ability to conduct our business and might materially decreasethe value of our Ordinary Shares or cause them to be worthless.Currently,all ofo

279、ur operations are in HongKong through our Operating Subsidiary.We do not have orintend to set up any subsidiary or enter into any contractual arrangements toestablish a VIE,structure with8Table of Contentsany entity in mainland China.Since HongKong is a special administrative region ofthe PRC and th

280、e basic policies of the PRC regarding HongKong are reflected in theBasic Law of the HongKong Special Administrative Region of the PRC,or the BasicLaw,providing HongKong with a high degree of autonomy and executive,legislativeand independent judicial powers,including that of final adjudication under

281、theprinciple of“one country,two systems”.The PRC laws and regulations do notcurrently have any material impact on transfer of cash from RSGHL to our OperatingSubsidiary or our Operating Subsidiary to RSGHL and the investors in theU.S.However,the Chinese government may,in the future,impose restrictio

282、ns orlimitations on our ability to transfer money out of Hong Kong,to distributeearnings and pay dividends to and from the other entities within our organization,or to reinvest in our business outside of Hong Kong.Such restrictions andlimitations,if imposed in the future,may delay or hinder the expa

283、nsion of ourbusiness to outside of HongKong and may affect our ability to receive funds fromour Operating Subsidiary in HongKong.The promulgation of new laws or regulations,or the new interpretation of existing laws and regulations,in each case,thatrestrict or otherwise unfavorably impact the abilit

284、y or way we conduct ourbusiness,could require us to change certain aspects of our business to ensurecompliance,which could decrease demand for our services,reduce revenues,increasecosts,require us to obtain more licenses,permits,approvals or certificates,orsubject us to additional liabilities.To the

285、 extent any new or more stringentmeasures are required to be implemented,our business,financial condition andresults of operations could be adversely affected and such measured couldmaterially decrease the value of our Ordinary Shares,potentially rendering itworthless.Since RSGHL was recently incorp

286、orated,there has not been,to date,any transfers,dividends,or distributions between the holding company,RSGHL and its subsidiariesor to its investors.Rise Smart(HK)Limited and our Operating Subsidiary are permitted under therelevant laws of British Virgin Islands(“BVI”)and HongKong,respectively,topro

287、vide funding through dividend distribution without restrictions on the amount ofthe funds.There are no restrictions on dividends transfers from HongKong to theCayman Islands and to U.S.investors.As of the date of this prospectus,we havenot established any cash management policies that dictate how fu

288、nds are transferredamong RSGHL,Rise Smart(HK)Limited our subsidiaries and investors.Our Corporate StructureWe are a Cayman Islands company that wholly owns our BVI subsidiary,Rise Smart(HK)Limited,which in turn,wholly owns our HongKong Operating Subsidiary and ourUK subsidiary,Rise Smart UK.The foll

289、owing diagram illustrates our corporate structure as of the date of thisprospectus and on completion of the Offering.For further details on our corporatehistory,please refer to the section titled“Our Corporate History and Structure”appearing on page 77 of this prospectus.The following diagram illust

290、rates our corporate structure prior to the Offering:9Table of ContentsThe following diagram illustrates our corporate structure after the Offering:_Notes:(1)Rise Smart Group Holdings Limited,a Cayman Islands company,is the holding company andregistrant.(2)Rise Smart(HK)Limited,a British Virgin Islan

291、ds company,is the holding company of ourOperating Subsidiary and our UK subsidiary.(3)Rise Smart Holdings Limited,a HongKong company,is our Operating Subsidiary.(4)Rise Smart Holdings Limited,a UK company,is our UK subsidiary.Corporate InformationOur Company was incorporated in the Cayman Islands on

292、 June14,2023.Our registeredoffice in the Cayman Islands is located at Ogier Global(Cayman)Limited,89 NexusWay,Camana Bay,Grand Cayman,KY1-9009.One principal executive office is locatedat Room 903,Floor 9,Tower 1,Silvercord,30 Canton Road,Tsim Sha Tsui,Kowloon,HongKong and our phone number is+852 298

293、0 2306.We maintain corporate websites athttp:/.hk/and http:/ourvisa.hk/.The information contained in,oraccessible from,our website or any other website does not constitute a part ofthis prospectus.Our agent for service of process in the U.S.is Cogency Global Inc.,located at 122East 42nd Street,18th

294、Floor,NewYork,NY10168,with the telephone number+1(800)221-0102.Because we are incorporated under the laws of the Cayman Islands,you may encounterdifficulty protecting your interests as a shareholder,and your ability to protectyour rights through the U.S.federal court system may be limited.Please ref

295、er tothe sections entitled“Risk Factors”and“Enforcement of Civil Liabilities”formore information.Implications of Our Being an“Emerging Growth Company”We are an“emerging growth company,”as defined in the Jumpstart Our BusinessStartups Act(the“JOBS Act”),and we are eligible to take advantage of certai

296、nexemptions from various reporting and financial disclosure requirements that areapplicable to other public companies,that are not emerging growth companies,including,but not limited to,(1)presenting only twoyears of audited financialstatements and only twoyears of related managements discussion and

297、 analysis offinancial condition and results of operations in this prospectus,(2)not beingrequired to comply with the auditor attestation requirements of Section404 of theSarbanes-Oxley Actof2002(the“Sarbanes-Oxley Act”),(3)reduced disclosureobligations regarding executive compensation in our periodi

298、c reports and proxystatements,and(4)exemptions from the requirements of holding a non-bindingadvisory vote on executive compensation and shareholder approval of any goldenparachute payments not previously approved.We intend to take advantage of theseexemptions.As a result,investors may find investin

299、g in our Ordinary shares lessattractive.In addition,Section107 of the JOBS Act also provides that an emerging growthcompany can take advantage of the extended transition period provided inSection7(a)(2)(B)of the Securities Actof1933,as amended(the“SecuritiesAct”),for complying with new or revised ac

300、counting standards.As a result,anemerging growth company can delay the adoption of certain accounting standardsuntil those standards would otherwise apply to private companies.10Table of ContentsWe elected to take advantage of certain of the reduced disclosure obligations inthe registration statemen

301、t of which this prospectus is a part and may elect to takeadvantage of other reduced reporting requirements in future filings.As a result,the information we provide to our shareholders may be different than you mightreceive from other public reporting companies in which you hold equity interests.We

302、may take advantage of these provisions for up to fiveyears or such earlier timethat we are no longer an emerging growth company.We elected to avail ourselves of the extended transition period for implementingnew or revised financial accounting standards.We will remain an emerging growth company unti

303、l the earliest of(i)the lastdayof the fiscal year during which we have total annual gross revenues of at leastUS$1.235 billion;(ii)the last day of our fiscal year following the fifthanniversary of the completion of this offering;(iii)the date on which we have,during the preceding three-year period,i

304、ssued more than US$1.0billion in non-convertible debt;or(iv)the date on which we are deemed to be a“largeaccelerated filer”under the Securities ExchangeActof1934,as amended,or theExchangeAct,which would occur if the market value of our Ordinary Shares that areheld by non-affiliates exceeds US$700mil

305、lion as of the last businessday of ourmost recently completed second fiscal quarter.Once we cease to be an emerginggrowth company,we will not be entitled to the exemptions provided in the JOBS Actdiscussed above.Implications of Being a Foreign Private IssuerWe are a foreign private issuer within the

306、 meaning of the rules under theSecurities ExchangeActof1934,as amended(the“ExchangeAct”).As such,weare exempt from certain provisions applicable to U.S.domestic public companies.For example:we are not required to provide as many Exchange Act reports,or asfrequently,as a U.S.domestic public company;f

307、or interim reporting,we are permitted to comply solely with our homecountry requirements,which are less rigorous than the rules that apply toU.S.domestic public companies;we are not required to provide the same level of disclosure on certainissues,such as executive compensation;we are exempt from pr

308、ovisions of Regulation FD aimed at preventingissuers from making selective disclosures of material information;we are not required to comply with the sections of the Exchange Actregulating the solicitation of proxies,consents or authorizations inrespect of a security registered under the ExchangeAct

309、;andwe are not required to comply with Section 16 of the Exchange Actrequiring insiders to file public reports of their share ownership andtrading activities and establishing insider liability for profits realizedfrom any“short-swing”trading transaction.Implications of Being a Controlled CompanyUpon

310、 the completion of this Offering,we will be a“controlled company”as definedunder the Nasdaq Stock Market Rules because we expect that our Chairman and ChiefExecutive Officer,Mr.Kin Cho Li will hold 73.71%of our total issued andoutstanding Ordinary Shares,i.e.,he will own a majority of our total issu

311、ed andoutstanding Ordinary Shares and will be able to exercise 73.71%of the total votingpower of our issued and outstanding share capital.For so long as we remain a“controlled company,”we are permitted to elect to rely,and may so rely,oncertain exemptions from corporate governance rules,including:an

312、 exemption from the rule that a majority of our board of directors(“BOD”)must be independent directors;an exemption from the rule that the compensation of our chief executiveofficer must be determined or recommended solely by independent directors;andan exemption from the rule that our director nomi

313、nees must be selected orrecommended solely by independent directors.As a result,you will not have the same protection afforded to shareholders ofcompanies that are subject to these corporate governance requirements.11Table of ContentsAlthough we do not intend to rely on the“controlled company”exempt

314、ion under theNasdaq Stock Market Rules,we could elect to rely on it in the future.If weelected to rely on the“controlled company”exemption,a majority of the membersof our BOD might not be independent directors and our nominating and corporategovernance and compensation committees might not consist e

315、ntirely of independentdirectors upon the completion of this Offering.Our status as a“controlledcompany”could cause our Ordinary Shares to look less attractive to certaininvestors or otherwise harm our trading price.As a result,the investors will nothave the same protection afforded to shareholders o

316、f companies that are subject tothese corporate governance requirements.Please refer to the paragraph titled“RiskFactors Our significant shareholder has considerable influence over ourcorporate matters.”Offering SummaryFollowing completion of our IPO,ownership of RSGHL,will be as follows:Ordinary Sha

317、res purchased Number PercentExisting shareholders 14,375,000 92%New investors 1,250,000 8%15,625,000 100%12Table of ContentsTHE OFFERINGIssuer Rise Smart Group Holdings LimitedPrice per Ordinary Share We currently estimate that the IPO price will be$5 per share(which is the midpoint of theestimated

318、range of the IPO price shown on thecover page of this prospectus).Ordinary Shares offered by us 1,250,000 Ordinary Shares.Ordinary Shares OutstandingPrior to Completion ofOffering 14,375,000 Ordinary Shares.Ordinary Shares outstandingimmediately after thisOffering 15,625,000 Ordinary Shares,assuming

319、 no exerciseof the underwriters over-allotment option.Over-allotment option We granted the underwriters the right to purchaseup to an additional 187,500 Ordinary Share fromus within 45 days of the date of thisprospectus,to cover over-allotments,if any,inconnection with the offering.Listing We intend

320、 to apply to list our Ordinary Shares onthe Nasdaq Capital Market under the symbol“RSHL”.Gross Proceeds$6,250,000,assuming an offering price of US$5per share(which is the midpoint of the pricerange set forth on the cover page of thisprospectus).Use of Proceeds We estimate we will receive net proceed

321、s fromthis Offering of$4,086,768,based on an assumedprice to the public in this Offering of US$5 pershare(which is the midpoint of the price rangeset forth on the cover page of this prospectus),after deducting underwriting fees and commissionsand estimated offering expenses.We intend to use the proc

322、eeds from this Offeringfor pursuing acquisitions,establishing ourpresence in North America,expanding ourinformation technology system and technicalcapabilities and working capital.Please refer to the section titled“Use ofProceeds”.Risk Factors Investing in our Ordinary Shares involves a highdegree o

323、f risk and purchasers of our OrdinaryShares may lose part or all of their investment.Please refer to the section titled“RiskFactors”for a discussion of factors you shouldcarefully consider before deciding to invest inour Ordinary Shares beginning on page 17.Lock-Up and Right of FirstRefusal Our dire

324、ctors,executive officers,and allexisting shareholders who own 5%or more of theissued and outstanding Ordinary Shares areexpected to enter into lock-up agreements withthe underwriters not to sell,transfer or disposeof any Ordinary Shares for up to six monthsafter this Offering is completed.In additio

325、n,wehave agreed we will not for three months from theclosing of the offering,(i)offer,pledge,announce the intention to sell,sell,contract tosell,sell any option or contract to purchase,purchase any option or contract to sell,grantany option,right or warrant to purchase orotherwise transfer or dispos

326、e of,directly orindirectly,or file with the SEC a registrationstatement under the Securities Act relating to,any Ordinary Shares or any securities convertibleinto or exercisable or exchangeable for OrdinaryShares,or(ii)enter into any swap or otheragreement that transfers,in whole or in part,any of t

327、he economic consequences of ownership ofthe Ordinary Shares or any such other securities.Please refer to the sections titled“SharesEligible for Future Sale”and“Underwriting”.13Table of Contents Until twelve(12)months from(i)the closing ofthe offering or(ii)the termination date of theengagement betwe

328、en us and the Representative,unless otherwise agreed by the parties inwriting,the Representative shall have a right offirst refusal to act as the exclusive or jointfinancial advisor or in any other similarcapacity,on the representatives customaryterms and conditions,in the event we pursue aregistere

329、d,underwritten public offering ofsecurities(in addition to this offering),apublic or private offering of securities(debt orequity),a merger,acquisition of another companyor business,change of control,sale ofsubstantially all assets,business combination,recapitalization or other similar transaction(r

330、egardless of whether we would be considered anacquiring party,a selling party or neither insuch transaction).Please refer to the sectiontitled“Underwriting”.Payment and settlement The underwriters expect to deliver the OrdinaryShares against payment on*Dividend Policy We have no present plans to dec

331、lare dividends andplan to retain our earnings to continue to growour business.Transfer agent.14Table of ContentsSummary Financial DataThe following summary presents consolidated statements of operations and cash flowdata for theyears ended December31,2023 and 2022 and the summary consolidatedbalance

332、 sheet data as of December31,2023 and 2022,which were derived from ourCFS included elsewhere in this prospectus.You should read this section inconjunction with our audited financial statements and the accompanying notes andthe section titled“Managements Discussion and Analysis of Financial Condition

333、and Results of Operations”included elsewhere in this prospectus.Our CFS areprepared and presented in accordance with United States generally acceptedaccounting principles,or U.S.GAAP.Our CFS were prepared as if the currentcorporate structure has been in existence throughout the periods presented.Results of Operations Data:2023 2022 USD USDRevenue 2,757,208 1,715,578Cost of revenue 820,333 723,660Gross profit 1,936,875 991,918 Operating expenses Selling and marketing 186,8