Reitar Logtech Holdings Ltd 6-K Filing

FAQ

Key Financial Figures

• $1,100,000 — ssory note in the principal amount of US$1,100,000 (each, a “Note,” and togeth
• $1,000,000 — quo;) for an actual purchase price of US$1,000,000 per Note, reflecting an original issue
• $100,000 — lecting an original issue discount of US$100,000 per Note. The Notes are convertible int
• $0.00000005 — ;s Class A ordinary shares, par value US$0.00000005 per share (“Ordinary Shares&rdquo
• $11,000,000 — n aggregate principal amount of up to US$11,000,000 (inclusive of the Notes), for an aggreg
• $10,000,000 — an aggregate purchase price of up to US$10,000,000. Under each SPA, the applicable Investo
• $110,000 — est charge equal to 10% of principal (US$110,000), which is earned in full on the issue
• $50,000,000 — the Company’s direction, up to US$50,000,000 of Ordinary Shares over a period of up
• $15,000 — equire Crom to purchase not less than US$15,000 and not more than a contractually defin
• $150,000 — a number of Ordinary Shares equal to US$150,000 divided by the average VWAP of the Ordi
• $30,000,000 — chase Agreement equaling or exceeding US$30,000,000, a number of Ordinary Shares equal to U

Filing Documents

• ea0271020-6k_reitar.htm (6-K) — 39KB
• ea027102001ex99-1_reitar.htm (EX-99.1) — 221KB
• ea027102001ex99-2_reitar.htm (EX-99.2) — 132KB
• ea027102001ex99-3_reitar.htm (EX-99.3) — 89KB
• ea027102001ex99-4_reitar.htm (EX-99.4) — 232KB
• ea027102001ex99-5_reitar.htm (EX-99.5) — 109KB
• 0001213900-25-126586.txt ( ) — 823KB

From the Filing

OF FOREIGN PRIVATE ISSUER UNITED SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2025 Commission File Number: 001-42210 Reitar Logtech Holdings Limited (Translation of registrant’s name into English) c/o Unit 801, 8th Floor, Tower 2, The Quayside, 77 Hoi Bun Road Kwun Tong, Kowloon, Hong Kong (Address of principal executive offices) Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F. Form 20-F Form 40-F ENTRY INTO MATERIAL DEFINITIVE AGREEMENTS Securities Purchase Agreements On December 21, 2025 and December 24, 2025, Reitar Logtech Holdings Limited (the “Company”) entered into Securities Purchase Agreements (each, an “SPA,” and collectively, the “SPAs”) with Crom Structured Opportunities Fund I, LP (“Crom”) and FirstFire Global Opportunities Fund, LLC (“FirstFire”), respectively (each, an “Investor,” and collectively, the “Investors”). Under the SPAs, the Company agreed to issue and sell to each Investor a senior promissory note in the principal amount of US$1,100,000 (each, a “Note,” and together, the “Notes”) for an actual purchase price of US$1,000,000 per Note, reflecting an original issue discount of US$100,000 per Note. The Notes are convertible into the Company’s Class A ordinary shares, par value US$0.00000005 per share (“Ordinary Shares”), as described below. The SPAs form part of a broader private offering of senior promissory notes on substantially similar terms in an aggregate principal amount of up to US$11,000,000 (inclusive of the Notes), for an aggregate purchase price of up to US$10,000,000. Under each SPA, the applicable Investor’s purchase price is funded in cash at closing, less applicable fees and expenses. The SPAs include representations, warranties and covenants customary for transactions of this type. Senior Promissory Notes Pursuant to the SPAs, the Company issued or agreed to issue to each Investor a Note in the principal amount of US$1,100,000. Each Note reflects a US$100,000 original issue discount and an initial interest charge equal to 10% of principal (US$110,000), which is earned in full on the issue date. Each Note provides for scheduled increases in the outstanding principal balance at specified anniversaries of the issue date, calculated as a percentage of the then total outstanding balance, including principal and accrued interest. Each Note matures 60 months after its issue date. The Company has a one-time option, exercisable during a defined pre-maturity period, to extend the maturity date to 84 months after the issue date, subject to additional increases in the principal balance as set forth in the Notes. The Notes are unsecured obligations of the Company and rank pari passu with all other senior promissory notes issued in the offering. Each Note is convertible, at the election of the holder at any time on or after its issue date, into Ordinary Shares at a conversion price equal to 90% of the lowest daily volume-weighted average price of the Ordinary Shares on the principal trading market during a specified measurement period prior to the conversion date, Note also gives the Company a right, at maturity, to require conversion of all or a portion of the outstanding balance. The Company is required to reserve a sufficient number of authorized but unissued Ordinary Shares to cover conversions of the Notes. Prior to an event of default, the Company may, subject to specified conditions and notice requirements, prepay all or a portion of the outstanding obligations under the Notes. The Notes contain negative covenants customary for transactions of this type (including limitations on additional indebtedness and certain equity or variable-rate financings, and restrictions on dividends, share repurchases and certain asset transfers, subject to exceptions), as well as customary and negotiated events of default. Upon an event of default, the outstanding obligations under the applicable Note become immediately due and payable at a premium over the then-outstanding principal amount plus accrued and unpaid interest and other amounts due, and the holder may exercise other rights and remedies, including conversion of default amounts into Ordinary Shares as provided in the Notes. 1 Registration Rights Agreements (Notes) In connection with the Notes, the Company entered into Registration Rights Agreements (“Note RRA”) each of the Investors. Under the Note RRAs, the Company agreed to file with the U.S. Securities and Exchange Commission (the “SEC”), within 30 calendar days after the date of the applicable Note RRA, an initial registration statement, or if then permitted a

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