0001683168-22-003423.txt : 20220511 0001683168-22-003423.hdr.sgml : 20220511 20220511113533 ACCESSION NUMBER: 0001683168-22-003423 CONFORMED SUBMISSION TYPE: 1-A/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20220511 DATE AS OF CHANGE: 20220511 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RYSE Inc. CENTRAL INDEX KEY: 0001824930 STANDARD INDUSTRIAL CLASSIFICATION: MOTORS & GENERATORS [3621] IRS NUMBER: 000000000 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 1-A/A SEC ACT: 1933 Act SEC FILE NUMBER: 024-11879 FILM NUMBER: 22912666 BUSINESS ADDRESS: STREET 1: 20 CAMDEN ST. STREET 2: SUITE 200 CITY: TORONTO STATE: A6 ZIP: M5V 1VI BUSINESS PHONE: 416-639-2324 MAIL ADDRESS: STREET 1: 20 CAMDEN ST. STREET 2: SUITE 200 CITY: TORONTO STATE: A6 ZIP: M5V 1VI FORMER COMPANY: FORMER CONFORMED NAME: RYSE, Inc. DATE OF NAME CHANGE: 20200915 1-A/A 1 primary_doc.xml 1-A/A LIVE 0001824930 XXXXXXXX 024-11879 true RYSE Inc. A6 2009 0001824930 3621 00-0000000 17 0 20 Camden St. Suite 200 TORONTO, Canada A6 M5V 1V1 929-219-3299 Jeanne Campanelli Other 46968.00 0.00 126397.00 91120.00 1631182.00 1219239.00 866556.00 14859714.00 -13228532.00 1631182.00 1416387.00 3920163.00 59655.00 -3099626.00 -0.08 -0.07 Class A Common Shares 35430560 000000n/a n/a Class B Common Shares 7691750 000000n/a n/a Warrants - Class A Common 3024470 000000000 n/a Warrants - Class B Common 8585 000000000 n/a N/A 0 000000n/a n/a N/A 0 000000n/a n/a true true Tier2 Audited Equity (common or preferred stock) Y Y N Y Y N 25000000 3279990 1.0000 25000000.00 0.00 0.00 0.00 25000000.00 DealMaker Securities LLC 250000.00 BDO Canada LLP 80000.00 CrowdCheckLaw LLP 30000.00 315324 24640000.00 true AL AK AZ AR CA CO CT DE FL GA HI ID IL IN IA KS KY LA ME MD MA MI MN MS MO MT NE NV NH NJ NM NY NC ND OH OK OR PA RI SC SD TN TX UT VT VA WA WV WI WY DC PR A0 A1 A2 A3 A4 A5 A6 A7 A8 A9 B0 Z4 AL AK AZ AR CA CO CT DE FL GA HI ID IL IN IA KS KY LA ME MD MA MI MN MS MO MT NE NV NH NJ NM NY NC ND OH OK OR PA RI SC SD TN TX UT VT VA WA WV WI WY DC PR A0 A1 A2 A3 A4 A5 A6 A7 A8 A9 B0 Z4 RYSE Inc. Class B Common Shares 1344990 0 979,710 for $698,523.76 and 365,280 for CDN$346,278.60 RYSE Inc. Class A Common Shares 1627960 0 1,190,500 issued in exchange for CDN$487,587.94 in principal and interest accrued on convertible notes and 437,460 issued upon exercise of rights for CDN$161,860.20 RYSE Inc. Class B Common Shares 1864320 0 issued in exchange for CDN$572,98.16 in principal and interest accrued on convertible notes RYSE USA Inc. Revenue Share Loans 350295 0 350295 Regulation A, Regulation D and Section 4(a)(2) of the Securities Act for Class A and Class B common Shares; Regulation CF for revenue share loans PART II AND III 2 ryse_1aa1.htm FORM 1-A

Explanatory Note

RYSE Inc. has prepared this Form 1-A/A solely for the purpose of filing Exhibit 11.

PART III

INDEX TO EXHIBITS

1.	Agreement with broker-dealer*

2.1	Certificate and Articles of Incorporation as Amended*

2.2	Bylaws as Amended*

2.3	Certificate of Share Split Amendment*

4.	Form of Subscription Agreement**

6.1	Voting Trust Agreement as Amended*

6.2	Shareholders Agreement as Amended*

6.3	Employment Agreement Manu Menon*

6.4	Employment Agreement Marc Bishara*

6.5	Employment Agreement Alan Cheng*

11.	Consent of Auditing Accountant

12.	Opinion of Oziel Medina LLP*

13.	Testing the Waters Materials**

14.	Form F-X*

___________________

Previously filed.

To be filed by amendment

SIGNATURES

Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A and has duly caused this Offering Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Toronto, Ontario, on May 11, 2022.

	RYSE Inc.

	By	/s/ Trung Pham
		Trung Pham, Chief Executive Officer

This Offering Statement has been signed by the following persons in the capacities and on the dates indicated.

By	/s/ Trung Pham
	Trung Pham, Chief Executive Officer, principal accounting officer, principal financial officer and Director

	Date: May 11, 2022

EX1A-11 CONSENT 3 ryse_ex1100.htm CONSENT

Exhibit 11

Consent of Independent Accounting Firm

Ryse Inc.

Markham, Ontario

We consent to the inclusion in this Offering Statement of Ryse Inc. (the “Company”) on Form 1-A of our report dated May 6, 2022, which includes an explanatory paragraph as to the Company’s ability to continue as a going concern, with respect to our audits of the consolidated financial statements of the Company as of December 31, 2021 and 2020 and for the years then ended, which report appears in this Offering Statement.

We also consent to the reference to our Firm in such Offering Circular.

/s/ BDO Canada LLP

BDO Canada LLP

Markham, Ontario

May 11, 2022