Rubber Leaf Inc S-1/A, filed Jun 3, 2026
Rubber Leaf Inc (RLEA)
As filed with the Securities and Exchange Commission on June 3, 2026
Registration No. 333-277311
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form S-1/A
(Amendment No. 9)
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Rubber Leaf Inc
(Exact name of registrant as specified in its charter)
| Nevada | 3714 | 32-0655276 | ||
(State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
Xingxiu Hua
Chief Executive Officer and President
Room 2109, 21/F C C WU BLDG 302-308 HENNESSY ROAD,
WANCHAI, HONG KONG
+ (852) 2138-1668
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
ParaCorp Incorporated
318 N. Carson Street, Ste. 208
Carson City, Nevada 89701
(916)-576-7000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Jing Ye, Esq. Ye & Associates, P.C. 275 5th Avenue, 2nd Floor New York, NY 10016 Telephone: +1-929-300-7489 |
Michael Blankenship, Esq. Winston & Strawn LLP 800 Capitol Street, Suite 2400 Houston, TX 77002 Telephone: +1-713 651-2600 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date hereof.
If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box. ☒
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |
| Non-accelerated filer | ☐ | Smaller reporting company | ☒ | |
| Emerging Growth Company | ☒ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
| † | The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012. |
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
This Amendment No. 9 to the Registration Statement on Form S-1 (Registration No. 333-277311) is being filed solely to amend Item 16 of Part II of the Registration Statement and to file the updated consent of Simon & Edward, LLP, as Exhibit 23.1. This Amendment No. 9 does not modify any provision of the prospectus contained in Part I of the Registration Statement. Accordingly, the prospectus has been omitted.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits and Financial Statement Schedules.
The Exhibit Index is hereby amended to include the following exhibit:
| ● | Exhibit 23.1 - Consent of Simon & Edward, LLP. |
All other exhibits previously filed remain unchanged.
EXHIBIT INDEX
* To be filed by amendment.
+ Previously filed.
++ Incorporated by reference to the Registration Statement on Form S-1 of the Company as filed with the SEC on November 15, 2021.
† Compensatory plan.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of New York, State of New York, on June 3, 2026.
| RUBBER LEAF INC | ||
| By: | /s/ Xingxiu Hua | |
| Xingxiu Hua | ||
| Chief Executive Officer and President (Principal Executive Officer) | ||
| Name | Position | Date | ||
| /s/ Xingxiu Hua | Chief Executive Officer, President and Chairperson of the Board of Directors | June 3, 2026 | ||
| Xingxiu Hua | (Principal Executive Officer) | |||
| /s/ Hua Wang | Chief Financial Officer, Secretary and Director | June 3, 2026 | ||
| Hua Wang | (Principal Financial and Accounting Officer) | |||
| * | Director | June 3, 2026 | ||
| Jun Tong | ||||
| * | Director | June 3, 2026 | ||
| Jiangwei Yan | ||||
| * | Director | June 3, 2026 | ||
| Wei Xu | ||||
| * | Director | June 3, 2026 | ||
| Rong Yu | ||||
| * | Director | June 3, 2026 | ||
| Yifeng Xu |
| *By: | /s/ Xingxiu Hua | |
| Xingxiu Hua | ||
| Attorney-in-fact |
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
RUBBER LEAF INC：
We hereby consent to the incorporation by reference in this Registration Statement on Amendment No. 333-277311 of Form S-1 of our report dated February 6, 2026, relating to the consolidated financial statements of Rubber Leaf Inc. (the Company), which is included in the Registration Statement on the Form S-1 Amendment No. 333-277311.
We also consent to the reference to us under the caption “Experts” in such Registration Statement.
Rowland Heights, California
June 3, 2026