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 2025
Commission
file number: 001-42255
Autozi
Internet Technology (Global) Ltd.
(Exact
name of registrant as specified in its charter)
Building
B09
Intelligence
Park No. 26 Yongtaizhuang North Road
Haidian
District, Beijing, China
(Address
of Principal Executive Offices)
Indicate
by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
ENTRY
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. A copy 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 this Current Report on Form 6-K and are incorporated herein by reference.
EXHIBITS
| Exhibit
No. |
|
Description |
| 99.1 |
|
Form of Senior Unsecured Convertible Note |
| 99.2 |
|
Waiver
and Release Agreement, dated September 19, 2025, by and between Autozi Internet Technology (Global) Ltd. and JAK Opportunities
XII LLC |
Signature
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.
| |
Autozi
Internet Technology (Global) Ltd. |
| |
|
| |
By: |
/s/
Houqi Zhang |
| |
Name: |
Houqi
Zhang |
| |
Title: |
CEO
and Chairman of the Board |
Date:
September 22, 2025
