As filed with the U.S. Securities and Exchange Commission on January 25, 2023

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1 TO

FORM S-1

REGISTRATION STATEMENT NO. 333-261070

UNDER THE SECURITIES ACT OF 1933

Copy to:

William B. Barnett, Esq.

Barnett & Linn

60 Kavenish Drive

Rancho Mirage, CA 92270

Telephone: (442) 274-7571

Approximate date of commencement of proposed sale to the public: Not applicable.

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 of 1933 (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, please 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, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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. ☐

EXPLANATORY NOTE

DEREGISTRATION OF UNSOLD SECURITIES

On November 15, 2021, Rubber Leaf Inc (the “Company”) filed a registration statement on Form S-1 with the U.S. Securities and Exchange Commission, Registration Number 333-261070 (the “Registration Statement”), to register (i) 10,000,000 shares of common stock at $2.50 per share to be sold by its officers and directors and (ii) 916,458 shares for certain selling shareholders to be sold at $2.50 per share (collectively, the “Securities”). The Registration Statement was declared effective on November 10, 2022. No Securities were sold pursuant to the Registration Statement as of the date hereof.

The Company is filing this Post-Effective Amendment No.1 to the Registration Statement to deregister all of the shares of the Company’s common stock pursuant to the Registration Statement as of the date hereof.

In accordance with the undertakings made by the Company in the Registration Statement, the Company hereby removes from registration any and all securities registered under the Registration Statement that remain unsold as of date hereof and terminates the effectiveness of the Registration Statement.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-1 and has duly caused this amendment to its Registration statement to be signed on its behalf by the undersigned, thereunto duly authorized on January 25, 2023.