RZ Wellness Ltd Filed Primary

What the company does

RZ Wellness Limited is a Nevada corporation that operates through its wholly owned subsidiary, RZ Wellness Sdn. Bhd., in Malaysia. The Company's current operations are limited to the sale of dietary supplement products sourced from third-party manufacturers, and it also assists third-party clients with packaging and labeling solutions through relationships with third-party service providers in Malaysia. The Company primarily conducts business-to-business sales in its current operations, with limited direct-to-consumer activities. The Company may, in the future, rebrand and sell products under its own "RZ" name, subject to applicable regulatory requirements.

Use of proceeds

The Company plans to use the gross proceeds for several purposes, including, but not limited to, warehouse facilities, staffing, advertising and marketing expenses, funding for day-to-day operations, expenses related to ongoing reporting requirements, and offering expenses, with the proceeds placed into the Company's account or a designated account for the Company's use. Assuming all 5,500,000 shares are sold, the Company will receive $165,000 in gross proceeds, with offering costs estimated at approximately $41,023.

Underwriters

The completed effective-prospectus read stated no underwriters.

Extracted from S-1/A 0002130959-26-000007, filed Aug 26, 2026 and verified against that filing text.

Key risk factors

• Going concern doubt

  “We have identified conditions and events that raise substantial doubt about our ability to continue as a going concern.”

• No minimum offering / capital raise uncertainty

  “There is no minimum amount we are required to raise from the shares being offered by the Company and any funds received will be immediately available to us.”

• No public trading market and OTC quotation risk

  “There is no assurance that our common stock will be quoted on any tier of the OTC Markets.”

• Concentrated control by sole officer/director

  “Ms. Nicole Chia Tzu Hsuan has the ability to control matters requiring shareholder approval, including the election of directors, amendment of organizational documents, and approval of major corporate transactions, such as a change in control, merger, consolidation, or sale of assets.”

• Customer/supplier concentration

  “For the years ended December 31, 2025 and 2024, the Company sourced its products from two and three suppliers, respectively.”

• Fluctuating revenues

  “Revenue from packaging and labeling services decreased by $41,254, or 100%, from $41,254 for the year ended December 31, 2024 to nil for the year ended December 31, 2025, as the Company did not receive any packaging and labeling service orders during 2025.”

• Public company compliance costs

  “These rules and regulations are expected to result in higher than average legal and financial compliance costs than if we were a private company and they are expected to make some other activities more time-consuming and costly.”

• Total loss risk / highly speculative investment

  “Purchasing the offered shares is highly speculative and involves significant risk. The offered shares should not be purchased by any person who cannot afford to lose their entire investment.”