As filed with the U.S. Securities and Exchange Commission on March 20, 2026. Registration No. 333-[ ] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 RICH SPARKLE HOLDINGS LIMITED (Exact name of registrant as specified in its charter) British Virgin Islands 7380 Not Applicable (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identifi ...

Core Viewpoint - The article discusses the dramatic journey of the company "Three Sheep" in the U.S. capital market, highlighting its rapid stock price fluctuations and the strategic maneuvering behind its reverse merger with Rich Sparkle to list on NASDAQ, ultimately raising questions about the sustainability of its business model and market perception [2][5][26]. Group 1: Company Overview and Market Entry - Three Sheep successfully completed a reverse merger with Rich Sparkle, which was previously a small financial printing company, and rebranded as ANPA on NASDAQ [5][7]. - The stock price surged from $4 to $180, marking a 45-fold increase, before plummeting back to around $10, illustrating the volatility of the capital market [5][26]. - The merger involved acquiring 100% of Step Distinctive's shares, valued at $975 million (approximately 6.77 billion RMB), without any cash payment, using a directed share issuance instead [8][9]. Group 2: Historical Context and Challenges - In 2022, Three Sheep was at its peak, with a GMV exceeding 16 billion RMB (approximately $2.2 billion) and over 2,000 signed influencers, positioning itself as a leader in the live-streaming e-commerce sector [12][16]. - The "Meicheng Mooncake Incident" in September 2024 led to significant reputational damage, regulatory penalties of 68.94 million RMB, and a drastic reduction in signed influencers from over 2,000 to just 321 [15][16]. - The company’s main account on Douyin resumed operations in January 2025, but the sales performance was significantly lower than pre-incident levels, indicating a loss of consumer trust [16]. Group 3: Strategic Maneuvering and Future Prospects - The reverse merger strategy allowed Three Sheep to package its overseas e-commerce and IP-related businesses, avoiding domestic regulatory risks while presenting a new narrative in the U.S. market [19]. - The ownership structure separates equity from operational control, with Three Sheep holding only 13% of Step Distinctive but gaining exclusive operational rights for 36 months, leveraging the global reach of influencer Khaby Lame [20][22]. - The combined fan base of Khaby Lame and Three Sheep is projected to reach nearly 800 million, with ambitious sales targets of $4 billion (approximately 27.76 billion RMB) in the future [24]. Group 4: Market Realities and Challenges Ahead - Despite the initial excitement, the stock's rapid decline reflects a market more interested in speculative concepts than in the operational capabilities of Three Sheep or its influencer partnerships [26]. - Three Sheep faces three major challenges: cultural adaptation in overseas markets, maintaining supply chain efficiency, and navigating a complex power structure with its partners [29][32][34]. - The company’s previous business model, reliant on rapid sales through influencer partnerships, is now under scrutiny as it struggles to convert traffic into sustainable customer relationships [35]. Group 5: Industry Implications and Lessons - The experience of Three Sheep serves as a reference for other domestic MCNs, suggesting that rather than competing in a saturated domestic market, they should leverage their operational strengths and partner with top-tier influencers to expedite market entry [38][40]. - The partnership with Khaby Lame represents a structural bet on the future of cross-border e-commerce, with Three Sheep viewing international markets as a critical avenue for recovery amid domestic business contraction [41][42]. - The article concludes that regardless of the outcome, Three Sheep's venture into the U.S. market will be a significant chapter in the history of Chinese MCNs going global [44].

Group 1 - The core point of the news is that San Zhi Yang Network has denied rumors regarding a successful reverse merger listing in the US, clarifying that it has not engaged in any form of reverse merger, IPO, or overall listing as of now [1] - San Zhi Yang is involved in a capital operation with Rich Sparkle (ANPA), which has completed the acquisition of Step Distinctive, a company in the e-commerce live streaming sector, with significant stakes held by internet celebrity Khaby Lame and San Zhi Yang [2][4] - Following the acquisition, San Zhi Yang holds approximately 975,000 shares of ANPA, representing an 11% ownership stake, while Khaby Lame holds about 36.75 million shares, or 41% [4] Group 2 - The stock price of Rich Sparkle (ANPA) has experienced extreme volatility, with significant price fluctuations raising concerns about potential market manipulation, yet San Zhi Yang has not addressed these allegations [5][6] - Rich Sparkle's stock price surged from an initial listing price of $4 to over $50, then dropped below $20, and later skyrocketed to over $180 before plummeting to $8.05, marking a nearly 96% decline [5] - San Zhi Yang's live streaming business has significantly declined, with recent sales figures during a revival phase showing a stark contrast to previous peak sales, indicating challenges in regaining market position [8][9] Group 3 - The company plans to leverage Khaby Lame's global influence, with exclusive operational rights for live streaming and e-commerce, aiming for over $4 billion in annual sales [7] - San Zhi Yang's domestic operations faced regulatory challenges, leading to penalties and a temporary halt in live streaming, but it has since resumed operations with limited success [8][9]

Core Viewpoint - The company, Sanziyang Group, has officially denied rumors regarding its successful backdoor listing, clarifying that it has not engaged in any form of reverse merger, overall listing, or IPO application as of the date of the statement [1][3]. Group 1: Company Clarification - Sanziyang Group and its subsidiaries have not authorized any individuals or organizations to conduct fundraising, original stock sales, or equity transfers under the guise of "listing," and any such activities are considered fraudulent [3]. - The rumors about Sanziyang Group "landing on NASDAQ" and "reverse merging with a US company" are solely related to overseas live streaming business cooperation [3]. Group 2: Background on Rich Sparkle - Rich Sparkle, a company that went public in July 2025, announced plans to acquire Step Distinctive for $975 million, which is a company focused on influencer IP commercialization and e-commerce live streaming [6][8]. - Step Distinctive's major shareholder, Khaby Lame, is a well-known influencer with 360 million followers across platforms, and the acquisition aims to leverage his influence for global commercialization [8][10]. Group 3: Recent Challenges and Market Response - Sanziyang Group's subsidiary faced significant challenges after being fined nearly 70 million yuan for false advertising during a live streaming event, leading to a drastic decline in consumer trust [11]. - Following the acquisition announcement, Rich Sparkle's stock experienced extreme volatility, peaking at $180.64 per share before dropping to $13.06 by February 25, 2026 [12].

Group 1 - Three Sheep successfully completed a reverse merger with Rich Sparkle and officially listed on NASDAQ, rebranding the new company as ANPA [1] - Rich Sparkle acquired 100% equity of Step Distinctive, which is 13% owned by Anhui Xiaoheiyang Network Technology, a subsidiary of Three Sheep [1] - Anhui Xiaoheiyang Network Technology was established in December 2023 with a registered capital of 5 million RMB, focusing on network technology services, supply chain management, and AI application software development [1] Group 2 - Hefei Leading Sheep Cultural Media Co., Ltd., which fully owns Anhui Xiaoheiyang Network Technology, was founded in April 2022 with a registered capital of 1 million RMB [1] - The company is involved in various sectors, including broadcasting, event management, and advertising, controlling over 40 enterprises, with more than 30 currently operational [1]

Core Viewpoint - The listing of Sanziyang Group through a reverse merger with Rich Sparkle has raised its valuation to $975 million, but it also highlights the deep-seated challenges in the cross-border live e-commerce industry [1] Group 1: Listing Path and Market Reaction - Sanziyang's listing is described as a "capital magic," with its stock price initially soaring but subsequently plummeting over 90% from a high of $180 to below $10 [4] - Analysts have identified three critical issues affecting the company [4] Group 2: Industry Challenges Reflected in Sanziyang's Listing - The company has prioritized traffic over product quality, facing multiple investigations for quality issues while attempting to mask operational shortcomings with capital maneuvers [6] - Key strategies include: 1. Segregating domestic high-risk businesses while injecting overseas operations into the listed entity, Step Distinctive, a shell company registered in the British Virgin Islands [7] 2. Leveraging the global influence of TikTok star Khaby Lame, who holds a 49% stake, to create a "super traffic matrix" concept [7] 3. Completing the acquisition of Step Distinctive through a stock issuance without any cash payment [7] Group 3: Profitability and Market Fit Concerns - The overseas business injected by Sanziyang has not generated any verifiable profit data, raising doubts about the claimed annual sales target of $4 billion [7] - The live streaming model is not well-suited for the European and American markets, with TikTok's top live streams achieving only 1% of the sales of leading domestic streams [7] - The claimed "AI-driven global short video distribution platform" lacks core technology disclosure and is essentially a replication of domestic live streaming models [7] Group 4: Industry Reflection and Compliance Risks - Sanziyang's listing narrative reflects the industry's transition from chaotic growth to regulated development, emphasizing that capital can create bubbles but cannot generate real value [8] - High compliance risks persist due to offshore company registration and business segmentation, while core domestic operations still face regulatory scrutiny [8] - The speculative nature of the industry is highlighted by contrasting Sanziyang's approach with more stable models like Dongfang Zhenxuan and Jia Ge Pengyou [8]

Core Viewpoint - The company "Three Goats" has completed a reverse merger to go public in the U.S. despite facing significant challenges and a damaged reputation in the domestic market [1][3]. Group 1: Company Background and Challenges - "Three Goats" faced a fine of over 68 million yuan due to the "Meicheng Mooncake" incident, leading to a 16-month suspension of multiple accounts and a significant decline in brand reputation and user engagement [3]. - The company's initial plans for a Hong Kong IPO were completely derailed due to these issues, prompting a shift in focus to the U.S. capital market [3]. Group 2: Reverse Merger Details - The company chose Rich Sparkle, a shell company with minimal operations, for the reverse merger, which had a market cap of just over 50 million USD at the time of the merger [5]. - The merger valued the acquisition of overseas company Step Distinctive at approximately 975 million USD (around 6.77 billion yuan), with "Three Goats" holding a 13% stake and influencer Khaby Lame holding 49% [5]. Group 3: Market Reaction and Stock Performance - Following the merger, the stock price of the newly named ANPA surged from 4 USD to a peak of 180 USD, representing a 45-fold increase within a short period [7]. - However, this surge was short-lived, with the stock price plummeting back below 10 USD, resulting in a market cap loss of over 90% [7]. Group 4: Future Prospects and Business Model - The company projected future sales of 4 billion USD (approximately 27.7 billion yuan), but this appears to be more of a speculative promise rather than a reflection of actual business performance [8]. - The traditional live-streaming business model employed by "Three Goats" has not translated well into international markets, raising concerns about the sustainability of its operations [10].

Core Viewpoint - The company "Three Sheep" has successfully gone public on NASDAQ through a reverse merger, despite previous setbacks and controversies, including a significant fine and halted IPO plans in Hong Kong [1][5][7]. Group 1: Company Background and IPO Journey - Three Sheep established a subsidiary in Hong Kong in August 2020, which was initially seen as a precursor to an IPO in Hong Kong [3]. - In 2022, the company achieved a GMV of over 16 billion yuan and was considered a leader in the live-streaming e-commerce sector, with expectations for a Hong Kong IPO [5]. - Following a false advertising incident in 2024, the company's IPO plans were halted, leading to increased financial pressure due to cash flow issues from a real estate acquisition [5][7]. Group 2: Reverse Merger and NASDAQ Listing - In 2025, Three Sheep partnered with TikTok influencer Khaby Lame to enhance its market presence [7]. - The company established an offshore entity in the British Virgin Islands, which was crucial for its listing process [9]. - On January 11, 2026, a shell company named Rich Sparkle completed a reverse acquisition of Three Sheep's offshore entity at a valuation of $975 million, allowing Three Sheep to go public without any cash outlay [9][10]. Group 3: Market Reaction and Future Prospects - Following the announcement of the reverse merger, the stock price of the renamed company ANPA surged dramatically, reaching a high of $180 before experiencing a significant decline [10][12]. - The rapid drop in stock price raised concerns about the sustainability of Three Sheep's business model, particularly due to the lack of technological support [12][13].

Core Viewpoint - The article discusses the dramatic journey of the company "Three Sheep" in the U.S. capital market, highlighting its rapid stock price fluctuations and the strategic maneuvering behind its reverse merger with Rich Sparkle to list on NASDAQ, ultimately raising questions about the sustainability of its business model and future prospects [4][20][32]. Group 1: Company Overview and Market Entry - In February 2026, Three Sheep successfully completed a reverse merger with Rich Sparkle, rebranding as ANPA, with its stock price soaring from $4 to $180 before plummeting back to around $10 [4][8]. - The reverse merger involved acquiring 100% of Step Distinctive, valued at $975 million (approximately 6.77 billion RMB), using a stock issuance strategy rather than cash [7][9]. - The merger was facilitated by a partnership with TikTok influencer Khaby Lame, who holds a significant stake in Step Distinctive, allowing Three Sheep to leverage his vast follower base [9][19]. Group 2: Historical Context and Challenges - Three Sheep was once a leading player in the Chinese live-streaming market, achieving a GMV of over 16 billion RMB in 2022, but faced a significant setback due to regulatory issues stemming from the "Meixin Mooncake Incident" in 2024 [10][12]. - Following the incident, the company saw a drastic reduction in its signed talent, dropping from over 2,000 to just 321 by September 2024 [12][13]. - The company’s return to live streaming in January 2025 yielded disappointing results, with sales significantly lower than pre-incident levels [13]. Group 3: Strategic Maneuvering and Future Prospects - The merger's structure allows Three Sheep to avoid domestic regulatory risks by focusing on overseas e-commerce and IP-related businesses, while maintaining operational control despite a minority equity stake [14][16]. - The partnership with Khaby Lame is seen as a strategic move to tap into a global audience, with a projected sales target of $4 billion (approximately 27.76 billion RMB) based on a combined follower base of nearly 800 million [20][21]. - However, the company faces significant challenges, including cultural adaptation in overseas markets, supply chain complexities, and the need to redefine its operational structure and authority dynamics [22][25][27]. Group 4: Industry Implications and Lessons - The situation of Three Sheep serves as a case study for other Chinese MCNs, suggesting that rather than competing in a saturated domestic market, they might benefit from leveraging their operational strengths in international markets [27][28]. - The company's attempt to bind with a top influencer reflects a broader trend where Chinese e-commerce capabilities are becoming a global asset, yet the sustainability of such models remains uncertain [28][30]. - Ultimately, the article emphasizes that without a solid business model and genuine profitability, the allure of capital markets may prove ephemeral, urging a focus on long-term operational integrity over short-term gains [35][36].

Core Viewpoint - The acquisition of the overseas entity of Sanziyang by RichSparkle, now ANPA, at a valuation of $975 million marks a significant moment in the company's narrative, but it also signifies the end of an era for Sanziyang as it transitions from a domestic powerhouse to an overseas-focused entity [2][4]. Group 1: Acquisition and Business Strategy - Sanziyang strategically separated its core domestic operations, which included its most profitable and controversial segments, and only packaged its overseas business for the listing [6]. - The company secured a partnership with TikTok influencer Khaby Lame, who holds a 49% stake, while Sanziyang's subsidiary holds 13%, leveraging Lame's massive following for potential monetization [6][8]. - The operational control over the company is more significant than the equity stake, as Sanziyang obtained exclusive global operational rights for 36 months across various domains, including live e-commerce and AI digital development [8]. Group 2: Market Reaction and Valuation - The valuation of $975 million (approximately 6.77 billion RMB) led to a significant surge in stock price, reaching a peak of $180, but this euphoria was short-lived, with the stock price plummeting below $10 shortly thereafter, resulting in a market cap loss of over 90% [9][15]. - The rapid decline in stock price reflects the market's realization that the investment was based on concepts rather than solid business fundamentals, as the core competencies of Sanziyang are not easily transferable to international markets [15]. Group 3: Historical Context and Challenges - Sanziyang was once at the pinnacle of the Chinese internet live-streaming industry, achieving sales exceeding 100 million in a single session, but faced a significant setback due to a scandal involving false advertising, leading to a loss of trust and a regulatory fine [11][13]. - The company’s domestic operations have suffered dramatically, with sales dropping to just 250,000 in a recent live stream, far below its peak performance, and it now faces challenges in entering overseas markets where its existing strategies may not apply [13][18]. - The narrative of Sanziyang serves as a cautionary tale for other influencers and MCNs, highlighting the importance of trust and compliance over mere traffic and scale in the evolving landscape of live e-commerce [18].