RIKU DINING GROUP Ltd

FWP supplemental

F-1 filed

RIKU DINING GROUP Ltd is conducting an initial public offering (IPO) of 5,000,000 Class A ordinary shares, with an overallotment option of 750,000 shares. The filing includes a resale prospectus for 1,643,334 Class A shares by selling shareholders. The company, a Cayman Islands holding company, operates through Canadian and Hong Kong subsidiaries. It has a dual-class voting structure, with Class B shares holding 20 votes per share. The filing highlights risks related to PRC regulatory actions, potential impacts on its corporate structure, and the controlled company status under Nasdaq rules.

RW withdrawn

RIKU DINING GROUP Ltd withdrew its previous F-1 registration statement for an IPO and filed a new F-1 to register $34.5 million in Class A shares for its IPO and $9.86 million for resale by shareholders. The new filing increases the original offering size but is otherwise substantially similar to the withdrawn registration. No securities were sold under the original filing, and the company seeks to credit fees paid for the old filing toward the new one.

EFFECT effective

RIKU DINING GROUP Ltd's IPO filing (Form F-1) became effective on December 31, 2025, enabling the public offering of 2,250,000 Class A ordinary shares (11.1% of outstanding shares) and a separate resale offering of 1,643,334 shares by existing shareholders. The company plans to list on Nasdaq under the ticker RIKU, though listing approval is not guaranteed. The dual-class voting structure grants Class B shareholders 20 votes per share, maintaining control by the Controlling Shareholder after the offering.

F-1/A amended

RIKU DINING GROUP Ltd's F-1/A filing outlines an initial public offering (IPO) of 2,250,000 Class A ordinary shares, with a potential overallotment option of 337,500 shares. The offering includes a resale prospectus for 1,643,334 Class A shares by existing shareholders. The company, a Cayman Islands holding company, operates through Canadian and Hong Kong subsidiaries. Key elements include a dual-class voting structure, where Class B shares hold 20 votes per share, and risks related to PRC regulatory actions, potential market price volatility from share resales, and Nasdaq listing uncertainties.

FWP supplemental

RIKU DINING GROUP Ltd's current FWP filing outlines an initial public offering (IPO) of 2,250,000 Class A ordinary shares, with a potential overallotment option of 337,500 additional shares. The filing also includes a resale prospectus for 1,643,334 Class A shares by selling shareholders. The company has a dual-class voting structure, with Class B shares carrying 20 votes per share. The IPO is subject to Nasdaq listing approval, and the resale offering is contingent on the IPO's success. The filing highlights risks related to share price volatility from large-scale resales and the impact of the dual-class structure on shareholder influence.

F-1/A amended

Riku Dining Group Ltd. is conducting an IPO of 2,250,000 Class A Ordinary Shares, representing 11.1% of its outstanding shares, with an expected price range of $4-$6 per share. The filing includes a resale prospectus for 1,643,334 Class A shares by selling shareholders. The company operates through Canadian and Hong Kong subsidiaries, with a dual-class voting structure granting Class B shares 20 votes per share. The IPO faces risks related to PRC regulatory actions, potential declines in share price from large resale offerings, and governance risks as a controlled company under Nasdaq rules.

F-1/A amended

RIKU DINING GROUP Ltd's F-1/A filing details its initial public offering (IPO) of 2,250,000 Class A ordinary shares, with a dual-class voting structure and a controlled company status under Nasdaq rules. The filing highlights risks related to PRC regulatory actions, the company's Cayman Islands holding structure, and potential market volatility from large shareholder sales. It also outlines the separation between the public offering and a resale prospectus for existing shareholders.

F-1 filed

RIKU DINING GROUP Ltd's F-1 filing details an initial public offering (IPO) of 2,250,000 Class A ordinary shares, with an expected price range of US$[●] to US$[●] per share. The offering includes a resale component for existing shareholders, with 1,643,334 shares to be resold. The company operates through Canadian and Hong Kong subsidiaries, structured as a Cayman Islands holding company. A dual-class voting structure grants significant control to the Controlling Shareholder, who would hold ~67.6% of voting power post-offering. The filing highlights risks related to PRC regulatory actions, potential market price volatility from share resales, and the company's status as a controlled entity under Nasdaq rules.

DRS/A amended

RIKU DINING GROUP Ltd's current DRS/A filing represents Amendment No. 3 to Form F-1 for its IPO, detailing an initial public offering of Class A ordinary shares. The filing includes a public offering prospectus and a resale prospectus for existing shareholders, with specific structural differences between the two. The company operates through Canadian and Hong Kong subsidiaries as a Cayman Islands holding company, facing risks related to PRC regulatory actions, dual-class voting structure, and potential listing uncertainties. The offering price range and Nasdaq listing application remain pending approval.

DRS/A amended

RIKU DINING GROUP Ltd's current DRS/A filing outlines its initial public offering (IPO) of Class A ordinary shares, including a public offering and a separate resale offering by existing shareholders. The filing highlights the company's dual-class voting structure, controlled company status under Nasdaq rules, and risks related to its Cayman Islands holding company structure with operations in Canada and Hong Kong. It also emphasizes potential regulatory risks from PRC authorities affecting its operations and share value.

DRS/A amended

The current DRS/A filing for RIKU DINING GROUP Ltd details an initial public offering (IPO) of Class A ordinary shares, alongside a resale prospectus for existing shareholders. The offering includes [●] Class A shares, representing approximately [●]% of issued shares post-offering. The company operates through Canadian and Hong Kong subsidiaries, structured as a Cayman Islands holding company. Key elements include a dual-class voting structure, controlled company status under Nasdaq rules, and risks related to PRC regulatory actions affecting operations in Hong Kong and Canada. The filing also highlights potential market price volatility from large-scale share resales and uncertainties around Nasdaq listing approval.

DRS filed

Riku Dining Group Ltd has filed a draft registration statement (DRS) for its initial public offering (IPO) of Class A ordinary shares, pending SEC approval. The offering includes [●] Class A shares, representing ~[●]% of outstanding shares, with a proposed price range of US$[●] to US$[●]. The filing includes a resale prospectus for existing shareholders to sell [●] Class A shares post-IPO. The company has a dual-class voting structure, with Class B shares holding 20 votes per share, and is structured as a controlled company under Nasdaq rules. The offering is on a firm commitment basis, with underwriters holding an option to cover over-allotments. Risks include potential price volatility from resale activity, governance risks due to dual-class structure, and uncertainty around Nasdaq listing approval.