Raytech Holding: Atlas Trinity agrees to $14.9M share sale

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.

Rhea-AI Filing Summary

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.

Key Figures

Ordinary shares: 11,750,072 shares Purchase price: US$1.27 per share Aggregate gross proceeds: US$14,922,591.44 +4 more

7 metrics

Ordinary shares 11,750,072 shares Atlas Trinity Tech Limited agreed to issue and sell under the September 28, 2026 agreement

Purchase price US$1.27 per share Price agreed with the purchasers

Aggregate gross proceeds US$14,922,591.44 Proceeds under the agreement, subject to closing

Purchasers 15 purchasers Parties to the securities purchase agreement

Transfer restrictions 60 days Following closing, subject to specified exceptions and prior written consent

Resale registration deadline No later than 60 days after closing Atlas Trinity Tech Limited agreed to use commercially reasonable efforts to file

Termination trigger Fifth trading day Following September 28, 2026, if closing has not occurred by then

Key Terms

Regulation S, gross proceeds, commercially reasonable efforts, offshore transactions

4 terms

Regulation S regulatory

"in reliance upon Regulation S"

Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.

gross proceeds financial

"for aggregate gross proceeds of US$14,922,591.44"

The total amount of cash a company receives from a financing event or sale before any fees, expenses, taxes or deductions are taken out. Investors watch gross proceeds because it shows the raw scale of new capital being raised—think of it as the paycheck amount before withholdings—which helps assess how much funding is available for operations, growth, debt payoff or how much shareholder dilution might occur once costs are removed.

commercially reasonable efforts technical

"use commercially reasonable efforts to file"

offshore transactions regulatory

"to non-U.S. persons in offshore transactions"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What share sale does the ATTT disclosure describe?

Raytech Holding Ltd (ATTT) is the identified issuer, while the agreement names Atlas Trinity Tech Limited as the company agreeing to 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.

How long are the purchasers restricted from transferring ATTT shares?

The purchasers agreed to restrictions on transferring, selling, pledging or hedging the shares for 60 days following closing. The restrictions are subject to specified exceptions and Atlas Trinity Tech Limited’s prior written consent.

When is Atlas Trinity Tech Limited expected to file for resale registration?

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 following closing. The agreement’s conditions, exceptions and deferral rights apply.

When can a purchaser terminate the share purchase agreement?

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 by written notice as to that purchaser’s obligations. The termination does not affect obligations between Atlas Trinity Tech Limited and the other purchasers.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/28/2026 - 09:15 AM Accepted by SEC EDGAR 09/28/2026 - 09:15 AM Learn about SEC filing dates

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of September 2026

Commission File Number: 001-42100

ATLAS TRINITY TECH LIMITED

(Exact name of registrant as specified in its charter)

Unit 609, 6/F, Nan Fung Commercial Centre,

No.19 Lam Lok Street, Kowloon Bay, Hong Kong

(Address of Principal Executive Office)

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 a Securities Purchase Agreement

On September 28, 2026, Atlas Trinity Tech Limited, a British Virgin Islands business company (the “Company”), entered into a securities purchase agreement (the “Securities Purchase Agreement”) with 15 purchasers named therein (the “Purchasers”), pursuant to which the Company agreed to issue and sell, and the Purchasers agreed to purchase, an aggregate of 11,750,072 ordinary shares of the Company, par value US$0.0001 per share (the “Shares”), at a purchase price of US$1.27 per Share, for aggregate gross proceeds of US$14,922,591.44 (the “Private Placement”). The closing of the Private Placement is subject to the satisfaction or waiver of the closing conditions set forth in the Securities Purchase Agreement. The Company intends to use the net proceeds from the Private Placement for general corporate purposes.

Pursuant to the Securities Purchase Agreement, the Purchasers have agreed to certain restrictions on the transfer, sale, pledge and hedging of the Shares for a period of 60 days following the closing of the Private Placement, subject to specified exceptions and the Company’s prior written consent. The Company has also agreed to use commercially reasonable efforts to file a registration statement on Form F-1 or Form F-3 with the U.S. Securities and Exchange Commission to register the resale of the Shares as promptly as reasonably practicable after closing, but no later than 60 days following closing, subject to the conditions, exceptions and deferral rights set forth in the Securities Purchase Agreement.

The Securities Purchase Agreement contains customary representations, warranties, covenants and closing conditions. If the closing has not occurred on or before the fifth trading day following the date of the Securities Purchase Agreement, the Company or any Purchaser may terminate the Securities Purchase Agreement with respect to such Purchaser’s obligations by written notice, without affecting the obligations between the Company and the other Purchasers.

The Shares are being offered and sold to non-U.S. persons in offshore transactions in reliance upon Regulation S under the Securities Act of 1933, as amended (the “Securities Act”). The Shares have not been registered under the Securities Act or applicable state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.

The foregoing description of the Securities Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Securities Purchase Agreement, a copy of which is filed as Exhibit 10.1 to this Report on Form 6-K and incorporated herein by reference.

Incorporation by Reference

The contents of this Report on Form 6-K are hereby incorporated by reference into the Company’s registration statement on Form F-3 (Registration No. 333-290696) of the Company, that was initially filed with the SEC on October 3, 2025, and declared effective by the SEC on December 18, 2025.

1

Exhibits

Exhibit No.		Description
10.1		Form of Securities Purchase Agreement, dated as of September 28, 2026, by and among Atlas Trinity Tech Limited and the Purchaser.

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Atlas Trinity Tech Limited
Date: September 28, 2026	By:	/s/ Haoyuan Liu
	Name:	Haoyuan Liu
	Title:	Chairman of the Board

3

Filing Exhibits & Attachments

1 document

Agreements & Contracts

• EX-10.1 FORM OF SECURITIES PURCHASE AGREEMENT, DATED AS OF SEPTEMBER 28, 2026, BY AND AM 122.3 KB