YSX TECH. CO., LTD Enters into a Memorandum of Understanding with Chinese Leading Car Distributor to Build “Technology + Physical” Automotive Service Platform

Rhea-AI Summary

Autozi Internet Technology (Nasdaq: AZI) entered into a Waiver and Release Agreement with JAK Opportunities XII LLC on September 19, 2025, terminating prior registration rights and cancelling six incremental warrants that enabled up to $24,000,000 of additional convertible notes.

In exchange, Autozi issued a new senior unsecured convertible note with an original principal amount of $1,534,250, bearing no interest and maturing in one year. The New Note was sold in a private placement relying on Section 4(a)(2) and Rule 506 exemptions; the Class A shares issuable on conversion are not registered for resale in the U.S.

Positive

• Cancelled six incremental warrants representing up to $24,000,000 aggregate purchase rights
• Issued a single new convertible note of $1,534,250 to simplify financing structure
• Terminated registration rights by Waiver and Release Agreement dated Sept 19, 2025

Negative

• Class A shares issuable on conversion are unregistered and restricted from U.S. resale
• New Note matures in one year, creating near-term refinancing requirement
• Company relied on private-placement exemptions (Section 4(a)(2) and Rule 506) limiting public liquidity

Key Figures

Incremental warrants capacity $24,000,000 Original aggregate principal amount of additional convertible notes under Incremental Warrants

New convertible note $1,534,250 Original principal amount of New Note issued to Investor

New note maturity 1 year Maturity of New Note, which bears no interest

Incremental warrants cancelled 6 warrants All six Incremental Warrants cancelled under Waiver and Release Agreement

Form F-1 filing date April 30, 2025 Initial Registration Statement filed with SEC for resale registration

Waiver Agreement date September 19, 2025 Date Company and Investor entered into Waiver and Release Agreement

Amended SPA date February 19, 2025 Date of Amended and Restated Securities Purchase Agreement

Market Reality Check

$1.92 Last Close

Volume Volume 725,002 is at 1.17x the 20-day average of 618,782, indicating elevated trading interest pre-news. normal

Technical Shares at $1.92 are trading below the $3.51 200-day moving average and 80.72% below the 52-week high.

Peers on Argus

Peers in Specialty Business Services showed mixed moves, with names like WFCF up 2.18% and TISI up 5.59%, while PMEC fell 6.24%. This dispersion suggests YSXT’s reaction was more company-specific than sector-driven.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Sep 16	Strategic partnership	Positive	+1.1%	MOU with XUnit to build compliance-driven RWA tokenization platform.
Jul 31	Earnings report	Neutral	-0.3%	Fiscal 2025 results with revenue growth but lower net income and margin.

Pattern Detected

Limited history shows two prior news events with modest, directionally aligned price reactions, suggesting the stock has so far reacted in line with the apparent tone of announcements.

Recent Company History

Over recent months, YSXT has combined strategic initiatives with financial reporting milestones. On July 31, 2025, fiscal 2025 results showed revenue growth but lower net income after its December 2024 IPO. On September 16, 2025, an MOU with XUnit advanced a real‑world asset tokenization platform. Today’s restructuring of prior financing arrangements and warrants fits into this pattern of adjusting capital structure while pursuing new platform-based partnerships.

Market Pulse Summary

The stock is surging +14.6% following this news. A strong positive reaction aligns with the clearing up of prior financing structures, as the Waiver Agreement removed six Incremental Warrants tied to up to $24,000,000 in potential additional notes while replacing them with a single $1,534,250 note. Investors could have focused on reduced structural overhang, but sustainability would depend on how future capital needs and prior earnings trends interact with this new structure.

Key Terms

registration rights agreement regulatory

"an Amended and Restated Registration Rights Agreement (the "RRA") with JAK Opportunities XII LLC"

A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.

Form F-1 regulatory

"the Company filed a registration statement on Form F-1 (the "Initial Registration Statement") with the SEC"

A Form F-1 is the document a non-U.S. company files with U.S. regulators when it wants to sell stock or other securities to U.S. investors. It lays out the company’s business, finances, risks and how the offering will work, acting like a product manual and ingredient list so investors can judge what they’re buying. For investors, it’s a key source of verified information used to compare opportunities and assess potential reward and risk.

private placement financial

"The New Note was issued and sold in a private placement exempt from registration under the Securities Act"

A private placement is a way for companies to raise money by selling securities directly to a small group of investors instead of through a public offering. This process is often quicker and less regulated, making it similar to offering a special, exclusive investment opportunity to select individuals or institutions. For investors, it can provide access to unique investment options that are not available on public markets.

Regulation D regulatory

"Rule 506 of Regulation D promulgated thereunder for transactions not involving a public offering"

Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.

accredited investor financial

"based on the representations and warranties of the Investor, including its status as an "accredited investor.""

An accredited investor is an individual or entity that meets certain financial criteria, such as having a high income or significant net worth, allowing them to invest in private or less regulated investment opportunities. This status matters because it grants access to investments that are often riskier or less available to the general public, reflecting a higher level of financial knowledge or resources.

Form 6-K regulatory

"filed as Exhibit 10.1 and Exhibit 4.1, respectively, to the Company's Form 6-K filed with the SEC"

A Form 6-K is a report that companies listed in certain countries file to provide important updates, such as financial results, corporate changes, or other significant information, to regulators and investors. It functions like an official company update or news release, helping investors stay informed about developments that could affect their investment decisions.

AI-generated analysis. Not financial advice.

BEIJING, Sept. 22, 2025 /PRNewswire/ -- Autozi Internet Technology (Global) Ltd. (Nasdaq: AZI) ("Autozi" or the "Company"), an automotive products and services company in China, today announced that it has entered into material definitive agreements.

As previously reported, on February 19, 2025, Autozi Internet Technology (Global) Ltd. (the "Company") entered into an Amended and Restated Securities Purchase Agreement (the "Amended SPA") and an Amended and Restated Registration Rights Agreement (the "RRA") with JAK Opportunities XII LLC (the "Investor"). Pursuant to the Amended SPA, the Company issued to the Investor a senior unsecured convertible note (the "Existing Note") and six incremental warrants (the "Incremental Warrants"). The Incremental Warrants provided the Investor the right to purchase additional senior unsecured convertible notes of the Company with an aggregate original principal amount of up to $24,000,000. The RRA required the Company to, among other things, file a registration statement with the Securities and Exchange Commission (the "SEC") for the resale of the Class A ordinary shares issuable upon conversion of the notes. In accordance with the RRA, the Company filed a registration statement on Form F-1 (the "Initial Registration Statement") with the SEC on April 30, 2025.

On September 19, 2025, the Company entered into a Waiver and Release Agreement (the "Waiver Agreement") with the Investor, under which the Investor has agreed to terminate its registration rights, irrevocably waive any claims associated therewith, and relinquish its right to future investments under the Incremental Warrants, in exchange for the Company issuing a new senior unsecured convertible note to the Investor. Pursuant to the terms of the Waiver Agreement and subject to the conditions set forth therein, the RRA has been terminated in its entirety, and all six outstanding Incremental Warrants, which entitled the Investor to purchase up to $24,000,000 in additional convertible notes, have been cancelled and are of no further force or effect. The Company issued a new senior unsecured convertible note to the Investor with an original principal amount of $1,534,250, bearing no interest and maturing in one year (the "New Note").

The New Note was issued and sold in a private placement exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"). The Company relied on the exemption from registration provided by Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder for transactions not involving a public offering, based on the representations and warranties of the Investor, including its status as an "accredited investor." The Class A ordinary shares issuable upon conversion of the New Note have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

The foregoing descriptions of the Waiver Agreement and the New Note do not purport to be complete and are qualified in their entirety by reference to the full text of these agreements. Copies of the Waiver and Release Agreement and the Form of Senior Unsecured Convertible Note are filed as Exhibit 10.1 and Exhibit 4.1, respectively, to the Company's Form 6-K filed with the Securities and Exchange Commission (the "SEC") on September 19, 2025.

About Autozi
Autozi Internet Technology (Global) Ltd. is a leading, fast-growing provider of lifecycle automotive services in China. Founded in 2010, Autozi offers a comprehensive range of high-quality, affordable, and professional automotive products and services through both online and offline channels across the country. Leveraging its advanced online supply chain cloud platform and SaaS solutions, Autozi has built a dynamic ecosystem that connects key participants across the automotive industry. This interconnected network enables more efficient collaboration and streamlined processes throughout the entire supply chain, positioning Autozi as a key driver of innovation and growth in the automotive services sector.

Safe Harbor Statement
This announcement contains forward-looking statements. These statements are made under the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of 1995, including but not limited to statements related to Autozi's cash position, financial resources and potential for future growth, market acceptance and penetration of new or planned product offerings, and future recurring revenues and results of operations. These forward-looking statements can be identified by terminology such as "aim," "anticipate," "believe," "estimate," "expect," "hope," "going forward," "intend," "ought to," "plan," "project," "potential," "seek," "may," "might," "can," "could," "will," "would," "shall," "should," "is likely to" and the negative form of these words and other similar expressions. Among other things, statements that are not historical facts, including statements about the Company's beliefs and expectations are or contain forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement. All information provided in this press release is as of the date of this press release and is based on assumptions that the Company believes to be reasonable as of this date, and the Company does not undertake any obligation to update any forward-looking statement, except as required under applicable law.

Contact Information
Autozi Internet Technology (Global) Ltd.
Mr. Jiabing Song
Email: boardoffice@autozi.com

View original content:https://www.prnewswire.com/news-releases/autozi-internet-technology-global-ltd-announces-entry-into-material-definitive-agreements-302562486.html

SOURCE Autozi Internet Technology (Global) Ltd.

FAQ

What did Autozi (NASDAQ: AZI) agree with JAK Opportunities on September 19, 2025?

Autozi executed a Waiver and Release Agreement that terminated registration rights and cancelled six incremental warrants in exchange for a new convertible note.

How much principal is the new convertible note issued to JAK Opportunities under the Sept 19, 2025 agreement?

The new senior unsecured convertible note has an original principal amount of $1,534,250.

What happened to the incremental warrants that entitled JAK to buy up to $24,000,000 of notes?

All six outstanding incremental warrants, representing up to $24,000,000 in additional convertible notes, were cancelled and are of no further force or effect.

Are the Class A ordinary shares issuable on conversion of the New Note registered for resale in the U.S.?

No. The Class A ordinary shares issuable on conversion have not been registered and may not be offered or sold in the United States absent registration or an applicable exemption.

What exemptions did Autozi rely on for the private placement of the New Note?

The company relied on the exemption from registration provided by Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D.