Raytech Holding Ltd (ATTT) is the identified issuer; the agreement names Atlas Trinity Tech Limited as the company agreeing to issue and sell 11,750,072 ordinary shares to 15 purchasers at US$1.27 per share, for aggregate gross proceeds of US$14,922,591.44. Closing is subject to satisfaction or waiver of the agreement’s conditions, and Atlas Trinity Tech Limited intends to use net proceeds for general corporate purposes.
Purchasers agreed to restrictions on transferring, selling, pledging or hedging the shares for 60 days after closing, subject to exceptions and Atlas Trinity Tech Limited’s prior written consent. Atlas Trinity Tech Limited agreed to use commercially reasonable efforts to file an F-1 or F-3 resale registration statement as promptly as reasonably practicable after closing and no later than 60 days after closing, subject to conditions, exceptions and deferral rights. If closing has not occurred on or before the fifth trading day following September 28, 2026, Atlas Trinity Tech Limited or a purchaser may terminate as to that purchaser by written notice, without affecting obligations with other purchasers. The shares are being sold to non-U.S. persons in offshore transactions under Regulation S and have not been registered under the Securities Act or applicable state securities laws.