Reitar Logtech Holdings Limited Announces Signing of MOU for Proposed Strategic Equity Investment of up to US$60 Million at US$4.00 per Share

Rhea-AI Summary

Reitar Logtech (NASDAQ: RITR) announced a non-binding MOU for a proposed strategic equity investment of up to US$60.0 million at US$4.00 per share. About 92% of proceeds are earmarked to fund a consortium bid to acquire a leading international logistics company; the Target must show audited EBITDA ≥ US$8.0 million. The MOU is non-binding except for exclusivity (90 days), confidentiality and certain provisions; completion is subject to definitive documents, due diligence and regulatory approvals.

Positive

• Potential equity funding of US$60.0M to finance strategic acquisition
• 92% of proceeds designated for consortium acquisition capital contribution
• Partnership with a consortium partner having Assets Under Management of several billion USD

Negative

• MOU is non-binding; completion requires definitive agreements and multiple conditions
• Transaction contingent on Target audited EBITDA ≥ US$8.0M, a material performance hurdle
• Company granted 90-day exclusivity, limiting other financing discussions during that period

Key Figures

Proposed equity investment: US$60,000,000 Subscription price: US$4.00 per share Use of proceeds to consortium: ≥92% of proceeds +5 more

8 metrics

Proposed equity investment US$60,000,000 Strategic equity investment outlined in MOU

Subscription price US$4.00 per share Price for newly issued ordinary shares in Proposed Transaction

Use of proceeds to consortium ≥92% of proceeds Designated for capital contribution to acquisition consortium

Target EBITDA condition US$8,000,000 Minimum audited EBITDA required for Target’s latest financial year

Exclusivity period 90 days Period during which competing equity deals are restricted

FY2025 revenue HK$378.2 million Consolidated revenue year ended March 31, 2025 (Form 20-F)

Provision for credit losses HK$16.8 million Expected credit losses including Hi-Speed receivables (FY2025)

Shares outstanding 2025 45.63375 million Shares outstanding reported in FY2025 Form 20-F

Market Reality Check

Price: $0.7644 Vol: Volume 248,589 is far bel...

low vol

$0.7644 Last Close

Volume Volume 248,589 is far below 20-day average 2,752,241 (relative volume 0.09x), suggesting limited participation ahead of this news. low

Technical Price at 0.7644 is well below the 200-day MA of 3.01 and 90.87% under the 52-week high of 8.37, though still 17.26% above the 52-week low of 0.6519.

Peers on Argus

RITR is up 11.56% while key Industrials peers like BBCP, MTRX, ORN, and BWMN sho...

RITR is up 11.56% while key Industrials peers like BBCP, MTRX, ORN, and BWMN show declines between roughly -1% and -4%. With no peers in the momentum scanner and several moving opposite, today’s move appears stock-specific to the equity investment MOU rather than a sector-wide shift.

Historical Context

4 past events · Latest: Feb 09 (Positive)

Pattern 4 events

Date	Event	Sentiment	Move	Catalyst
Feb 09	Procurement framework deal	Positive	+48.2%	Exclusive frozen-meat procurement role with RMB 1 billion first-year target.
Oct 10	Tokenized supply-chain JV	Positive	-8.7%	Strategic partnership to build tokenized, AI-driven global food supply chain.
Sep 22	AI fulfillment center MOU	Positive	+1.4%	MoU to build automated e-commerce fulfillment center in Qatar with NEXX.
Sep 09	Strategic MOU with Solowin	Positive	+1.6%	Non-binding MOU for potential US$150 million tokenized logistics partnership.

Pattern Detected

Strategic agreements and partnerships have often led to positive moves for RITR, though there has been at least one notable divergence where positive news coincided with a price decline.

Recent Company History

Over the past several months, Reitar has focused on strategic partnerships and expansion initiatives. On Feb 9, 2026, a cooperation framework with Optimize Integration Group and a first-year procurement target of RMB 1 billion saw a 48.19% price jump. Earlier MOUs and partnerships in 2025 around tokenized logistics assets and AI‑driven fulfillment centers produced mixed but generally positive reactions. Today’s proposed US$60,000,000 equity investment MOU continues this pattern of using strategic capital and alliances to scale its logistics and technology footprint.

Market Pulse Summary

This announcement outlines a non-binding MOU for up to US$60,000,000 in new equity at US$4.00 per sh...

Analysis

This announcement outlines a non-binding MOU for up to US$60,000,000 in new equity at US$4.00 per share, primarily to fund a consortium acquisition of a global logistics platform. It builds on recent strategic agreements, including the RMB 1 billion procurement framework reported on Feb 9, 2026. Key risks include multiple closing conditions, the Target’s required US$8,000,000 EBITDA threshold, regulatory approvals, and the reliance on newly issued equity to finance growth.

Key Terms

memorandum of understanding, ebitda, assets under management, forward-looking statements, +2 more

6 terms

memorandum of understanding regulatory

"has entered into a non-binding Memorandum of Understanding (the “MOU”) with Equator"

A memorandum of understanding (MOU) is a formal agreement between two or more parties that outlines their shared intentions and plans to work together. It acts like a handshake in writing, clarifying each side’s roles and expectations before any official contract is signed. For investors, an MOU signals that parties are serious about collaboration, which can influence future business opportunities and potential growth.

ebitda financial

"Target having achieved audited annual earnings before interest, taxes, depreciation, and amortization"

EBITDA stands for earnings before interest, taxes, depreciation, and amortization. It measures a company's profitability by focusing on the money it makes from its core operations, ignoring expenses like taxes and accounting adjustments. Investors use EBITDA to compare how well different companies are performing financially, as it provides a clearer picture of operational success without the influence of financial structure or accounting choices.

assets under management financial

"private equity firm focused on the logistics technology sector, with Assets Under Management"

Assets under management (AUM) is the total value of all the investments that a financial company or fund is responsible for overseeing on behalf of its clients. It’s like a big bucket that shows how much money the firm is managing for people or organizations. A higher AUM often indicates a larger, more trusted company, and it can influence how much money they earn and the services they can offer.

forward-looking statements regulatory

"This press release contains “forward-looking statements” within the meaning of the “safe harbor”"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

safe harbor regulatory

"within the meaning of the “safe harbor” provisions of the U.S. Private Securities Litigation"

Safe harbor is a rule that protects companies or individuals from legal trouble if they follow certain guidelines or procedures. It’s like having a safety net that allows them to act without fear of punishment, as long as they stick to the rules. This helps encourage honest behavior and clear standards in financial and legal activities.

regulatory approvals regulatory

"the receipt of all necessary corporate and regulatory approvals; (iv) the ability of the Company"

Regulatory approvals are official permissions from government agencies that a company needs before launching a new product, service, or business activity. They matter because without this approval, the company might not be allowed to operate legally or sell its products, similar to how a driver needs a license to legally drive a car.

AI-generated analysis. Not financial advice.

HONG KONG, Feb. 24, 2026 (GLOBE NEWSWIRE) -- Reitar Logtech Holdings Limited (NASDAQ: RITR) (“Reitar” or the “Company”), a market leader in Hong Kong’s smart logistics and automated warehousing sector, today announced that it has entered into a non-binding Memorandum of Understanding (the “MOU”) with Equator Capital Management SPC (“Equator Capital”), acting for and on behalf of the Segregated Portfolio “Equator Private Equity Fund SP,” a segregated portfolio company incorporated in the Cayman Islands (the “Investor”).

The MOU outlines the principal terms of a proposed strategic equity investment of up to US$60,000,000 (Sixty Million United States Dollars) in the Company by the Investor, through the subscription of newly issued ordinary shares of the Company at a price of US$4.00 per share (the “Proposed Transaction”). The completion of the Proposed Transaction is subject to the negotiation and execution of definitive transaction documents and the satisfaction of certain conditions precedent.

The proceeds of the proposed investment are intended to primarily fund the Company’s participation in a consortium to acquire a controlling equity interest in a leading international logistics company with a significant presence in Southeast Asia, Europe, and the PRC (the “Target”). The Company is partnering in this consortium (the “Consortium”) with a leading industrial private equity firm focused on the logistics technology sector, with Assets Under Management of several billion US dollars (the “Consortium Partner”).

Mr. John Chan, Chairman and Chief Executive Officer of Reitar, commented: “We are delighted to announce this significant milestone for Reitar. The proposed investment by Equator Capital will provide the Company with the necessary capital to pursue a transformative acquisition that we believe will significantly enhance our competitive position and expand our international footprint. By partnering with a world-class consortium partner and acquiring a leading international logistics platform, we are positioning Reitar to become a truly global player in the logistics technology industry. We believe this strategic initiative will create substantial long-term value for our shareholders.”

The principal terms of the MOU are summarized below:

• Investment Amount: Up to US$60,000,000 (Sixty Million United States Dollars).
• Subscription Price: US$4.00 per newly issued ordinary share of the Company.
• Use of Proceeds: Not less than 92% of the investment proceeds are designated to fund the Company’s capital contribution to the Consortium for the acquisition of the Target, with not more than 8% allocated for transaction-related professional fees and general working capital purposes of the Company.
• Key Conditions Precedent: The completion of the Proposed Transaction is conditional upon, among other things: (i) the satisfactory completion of due diligence by the Investor; (ii) the execution of a definitive consortium agreement between the Company and the Consortium Partner; (iii) the negotiation and execution of definitive transaction documents; (iv) the receipt of all necessary corporate and regulatory approvals; (v) the Target having achieved audited annual earnings before interest, taxes, depreciation, and amortization (“EBITDA”) of not less than US$8,000,000 (Eight Million United States Dollars) for its most recently completed financial year; and (vi) no material adverse effect having occurred.
• Exclusivity: The Company has granted the Investor a 90-day exclusivity period during which the Company will not solicit, initiate, or engage in discussions regarding any competing equity financing or investment transaction.
• Termination: The MOU will automatically terminate upon the earliest of: (i) the execution of definitive transaction documents; (ii) the expiration of the 90-day exclusivity period without the execution of definitive transaction documents; or (iii) the mutual written agreement of the parties to terminate. Upon termination, the legally binding provisions regarding confidentiality, costs and expenses, and governing law shall survive in accordance with their terms.
• Governing Law: The MOU is governed by the laws of the Cayman Islands.
  
  

The MOU is non-binding in nature, except for certain provisions relating to exclusivity, confidentiality, which survives for a period of two years, costs and expenses, governing law and dispute resolution, and miscellaneous matters, which are legally binding upon the parties. There can be no assurance that the Proposed Transaction will be completed on the terms described herein, or at all.

Safe Harbor Statement

This press release contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect the Company’s current expectations and beliefs regarding future events and are not historical facts. Forward-looking statements in this press release include, without limitation, statements regarding the proposed investment, the proposed acquisition, the expected use of proceeds, the anticipated benefits of the Proposed Transaction, and the Company’s strategic plans and objectives. These statements involve known and unknown risks, uncertainties, and other factors that may cause the Company’s actual results, performance, or achievements to be materially different from those expressed or implied by the forward-looking statements.

Such risks and uncertainties include, but are not limited to: (i) the ability of the parties to negotiate and execute definitive transaction documents on acceptable terms; (ii) the satisfaction of conditions precedent to the completion of the Proposed Transaction, including the financial performance conditions of the Target; (iii) the receipt of all necessary corporate and regulatory approvals; (iv) the ability of the Company and the Consortium Partner to complete the acquisition of the Target; (v) general economic and market conditions; and (vi) other risks and uncertainties described in the Company’s filings with the U.S. Securities and Exchange Commission. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise, except as required by applicable law.

About Reitar Logtech Holdings Limited
Reitar Logtech Holdings Limited is a premier provider of smart logistics and automated warehousing solutions headquartered in Hong Kong. The Company is one of the market leaders in Hong Kong’s smart logistics and automated warehousing sector, committed to innovating the logistics industry through the integration of advanced robotics, artificial intelligence, and data-driven analytics to enhance operational efficiency and create value for its clients across the supply chain. The Company’s ordinary shares are listed on the Nasdaq Capital Market under the ticker symbol “RITR”.

For Press Enquiries

Strategic Financial Relations Limited

Veron Ng	Tel：(852) 2864 4831
Shelly Cheng	Tel：(852) 2864 4857
Carol Cheung	Tel：(852) 2114 2200
Email： sprg_reitar@sprg.com.hk

A.R.E. CommTech Limited
Ms. Crystal Yip
Tel: 9587 3234 / 3461 3661
Email: crystalyip@arecommtech.com

Ms. Chelsie Tam
Tel: 6094 33
36 / 3461 3750
Email: chelsietam@arecommtech.com

FAQ

What is the size and price of the proposed Reitar (RITR) equity investment announced on February 24, 2026?

The proposed investment is up to US$60.0 million at US$4.00 per share. According to the company, the funding would come via subscription of newly issued ordinary shares to the investor.

How will Reitar (RITR) use the proceeds from the proposed US$60 million investment?

Not less than 92% of proceeds are allocated to fund Reitar's capital contribution to a consortium acquiring the Target. According to the company, up to 8% may cover fees and general working capital.

What conditions must be met before the proposed RITR investment and acquisition can close?

Completion requires definitive transaction documents, investor due diligence, corporate and regulatory approvals, and no material adverse effect. According to the company, the Target must also report audited EBITDA ≥ US$8.0 million.

Does the MOU between Reitar (RITR) and Equator Capital guarantee the investment will happen?

No; the MOU is non-binding except for specified provisions like exclusivity and confidentiality. According to the company, the Proposed Transaction remains subject to negotiation, approvals, and satisfaction of conditions precedent.

What is the exclusivity term in the Reitar (RITR) MOU and what does it mean for shareholders?

The MOU grants the investor a 90-day exclusivity period during which Reitar cannot solicit competing financing. According to the company, this limits parallel negotiations while parties finalize definitive documents and due diligence.