UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of July 2025

Commission File Number: 001-42724

Rich Sparkle Holdings Limited

(Registrant’s Name)

Portion 2, 12th Floor, The Center,

99 Queen’s Road Central,

Hong Kong

(Address of Principal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

~~On July 7, 2025,~~ Rich Sparkle Holdings Limited ~~(the~~ ~~“Company”)~~2025 ~~entered~~Equity ~~into~~Incentive anPlan underwriting agreement (the “Underwriting Agreement”) with Eddid Securities USA Inc. as the underwrites (the “Underwriter”), relating to the Company’s initial public offering (the “IPO”) of 1,250,000 ordinary shares, no par value (the “Ordinary Shares”), for a price of $4.0 per share, less certain underwriting discounts. The Company also granted the underwriters a 45-day option to purchase up to 187,500 additional Ordinary Shares on the same terms and conditions for the purpose of covering any over-allotments in connection with the IPO.

On July 925, 2025, the ~~Company~~Board ~~completed~~of ~~the~~Directors ~~IPO pursuant~~of toRich ~~its~~Sparkle ~~registration~~Holdings ~~statement~~Limited ~~on Form~~approved ~~F-1 (File~~and ~~No.~~adopted ~~333-285592) (~~the ~~“Registration~~Rich ~~Statement”), which~~Sparkle ~~was~~Holdings ~~initially~~Limited ~~filed~~2025 ~~with~~Equity Incentive ~~the~~Plan ~~U.S. Securities and Exchange Commission~~ (the “~~SEC”)~~2025 onEquity ~~March~~Incentive 6Plan”), ~~2025,~~which asbecame ~~amended, and declared~~ effective byon the ~~SEC~~same ~~on June 27, 2025~~date. ~~1,250,000~~Attached ~~Ordinary~~as ~~Shares~~Exhibit ~~were sold at an offering price of $4~~99.01 ~~per~~to ~~share, generating~~this ~~gross~~Form ~~proceeds~~6-K ofis ~~$5,000,000. The IPO was conducted on a firm commitment basis. The Ordinary Shares were approved for listing on The Nasdaq Capital Market and commenced trading under~~ the ~~ticker~~2025 ~~symbol~~Equity ~~“ANPA”~~Incentive ~~on July 8, 2025~~Plan.

~~In connection with the IPO, the Company issued a press release on July 7, 2025, announcing the pricing of the IPO and a press release on July 9, 2025, announcing the closing of the IPO, respectively~~Exhibits.

Copies of the Underwriting Agreement and the two press releases, are attached hereto as Exhibits 10.1, 99.1, and 99.2, respectively, and are incorporated by reference herein. The foregoing summary of the terms of the Underwriting Agreement does not purport to be a complete description of the document described in this Form 6-K, and is subject to, and qualified in its entirety by, such document.

Exhibit No.		Description
99.1		Rich Sparkle Holdings Limited 2025 Equity Incentive Plan

This report does not constitute an offer to sell, or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.

Financial Statements and Exhibits.

The following exhibits are being filed herewith:

Exhibit No.		Description
10.1		Underwriting Agreement dated July 7, 2025 by and between the Company and the Underwriter
99.1		Press Release on Pricing of the Company’s Initial Public Offering
99.2		Press Release on Closing of the Company’s Initial Public Offering

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Rich Sparkle Holdings Limited
Date: July 9, 2025	By:	/s/ Tsz Keung, CHAN
Date: July 28, 2025	By:	/s/ Tsz Keung, CHAN
	Name:	Tsz Keung, CHAN
	Title:	Chief Executive Officer

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