Grande Group (GRAN) enters 40,000,000 equity purchase pact with White Lion

Rhea-AI Filing Summary

Grande Group Limited entered into an Ordinary Share Purchase Agreement with White Lion Capital, LLC on July 16, 2026. The arrangement permits the company, over a period of up to 36 months from that date, to require White Lion to purchase newly issued Class A ordinary shares for an aggregate gross purchase price of up to 40,000,000, by delivering purchase notices at its discretion.

The purchase price per share will be set according to pricing mechanisms in the agreement, referencing either the average of the four lowest traded prices during a specified rapid valuation period or 97% of the lowest daily volume-weighted average price during a VWAP purchase valuation period. Grande Group also signed a registration rights agreement under which it will file a registration statement on Form F-1 or Form F-3 to register the resale of the investor’s registrable securities within 30 calendar days after filing its Form 20-F for the year ended March 31, 2026.

Key Figures

Aggregate gross purchase capacity: 40,000,000 Agreement term: 36 months VWAP pricing discount: 97% +2 more

5 metrics

Aggregate gross purchase capacity 40,000,000 Maximum aggregate gross purchase price of Class A ordinary shares under the SPA

Agreement term 36 months Period from July 16, 2026 during which shares may be sold to the investor

VWAP pricing discount 97% Purchase price alternative based on 97% of the lowest daily VWAP in the VWAP purchase valuation period

Rapid valuation reference trades 4 lowest traded prices Alternative pricing mechanism referencing average of four lowest traded prices in rapid valuation period

Registration filing deadline 30 calendar days Deadline after Form 20-F filing to submit registration statement for resale of registrable securities

Key Terms

Ordinary Share Purchase Agreement, registration rights agreement, volume-weighted average price, rapid valuation period, +1 more

5 terms

Ordinary Share Purchase Agreement regulatory

"entered into a ordinary share purchase Agreement (the “SPA”)"

registration rights agreement regulatory

"the Company also executed a registration rights agreement (the “RRA”)"

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.

volume-weighted average price financial

"97% of the lowest daily volume-weighted average price of the Ordinary Shares"

Volume-weighted average price (VWAP) is the average price of a stock over a specific time period where each trade is weighted by the number of shares traded, so larger trades influence the average more than small ones. Investors and traders use VWAP as a reference point to judge whether trades are happening at relatively good or poor prices—like checking the average price paid for an item at a market where bulk purchases count more than single-item buys.

rapid valuation period financial

"average of the four lowest traded prices of the Ordinary Shares during the rapid valuation period"

VWAP purchase valuation period financial

"during the VWAP purchase valuation period"

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

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FAQ

What agreement did GRAN sign with White Lion Capital, LLC?

Grande Group Limited (GRAN) signed an Ordinary Share Purchase Agreement with White Lion Capital, LLC, allowing it to require purchases of newly issued Class A ordinary shares up to an aggregate gross purchase price of 40,000,000 over 36 months.

How much capital can GRAN potentially raise under the share purchase agreement?

Grande Group (GRAN) may require White Lion Capital to purchase Class A ordinary shares for an aggregate gross purchase price of up to 40,000,000. This capacity is available over a 36‑month period from July 16, 2026, via company purchase notices.

How is the share purchase price determined in GRAN’s agreement?

The price for GRAN’s shares is based on market trading data, using either the average of the four lowest traded prices in a rapid valuation period or 97% of the lowest daily volume‑weighted average price in a VWAP purchase valuation period, as defined in the agreement.

What registration obligation does GRAN have under the registration rights agreement?

Under the registration rights agreement, Grande Group (GRAN) must file a Form F‑1 or Form F‑3 to register the investor’s registrable securities no later than 30 calendar days after it files its Form 20‑F for the year ended March 31, 2026.

Does GRAN have to sell shares to White Lion Capital under this arrangement?

Grande Group (GRAN) has the right but not the obligation to require White Lion Capital to purchase shares. It can choose when and whether to deliver purchase notices, giving flexibility over potential future issuances within the 36‑month term.

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 July 2026

Commission File Number: 001-42723

Grande Group Limited

(Registrant’s Name)

Suite 2701, 27/F., Tower 1,

Admiralty Center, 18 Harcourt Road,

Admiralty, Hong Kong

(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:

Form 20-F ☒ Form 40-F ☐

When used in this Form 6-K, unless otherwise indicated, the terms “the Company,” “we,” “us” and “our” refer to Grande Group Limited, and its subsidiaries.

Entry into a Material Definite Agreement

On July 16, 2026, the Company entered into a ordinary share purchase Agreement (the “SPA”) with White Lion Capital, LLC, a Nevada limited liability company (the “Investor”). Pursuant to the SPA, the Company may issue and sell to the investor, from time to time and within 36 months from the execution date, up to 40,000,000 in aggregate gross purchase price of newly issued Class A ordinary shares of the Company (the “Ordinary Shares”).  

The Company shall have the right, but not the obligation, to require the Investor, by its delivery to the Investor of a purchase notice, to purchase the Ordinary Shares. The purchase price of the Ordinary Shares is determined according to the mechanism under the SPA, making reference to, among others, the average of the four lowest traded prices of the Ordinary Shares during the rapid valuation period; or 97% of the lowest daily volume-weighted average price of the Ordinary Shares during the VWAP purchase valuation period.

Pursuant to the SPA, on the same date, the Company also executed a registration rights agreement (the “RRA”) with the Investor. Pursuant to the RRA, the Company shall, no later than 30 calendar days following the date on which the Company files its Form 20-F for the fiscal year ended March 31, 2026, file with the Securities and Exchange Commission an initial registration statement on Form F-1 or Form F-3, registering the resale by the Investor of the maximum number of registrable securities as permitted.

The foregoing descriptions of the SPA and RRA do not purport to be complete and is qualified in their entirety by reference to the SPA and RRA, respectively, which are filed as Exhibit 10.1 and 10.2 hereto, respectively, and each of which incorporated herein by reference.

1

Exhibits.

Exhibit No.		Description
10.1		Form of Ordinary Share Purchase Agreement between the Company and White Lion Capital, LLC
10.2		Form of Registration Rights Agreement between the Company and White Lion Capital, LLC

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.

	Grande Group Limited
Date: July 20, 2026	By:	/s/ Yujie, CHEN
	Name:	Yujie, CHEN
	Title:	Chief Executive Officer and Chair of the Board

3

Filing Exhibits & Attachments

2 documents

Agreements & Contracts

• EX-10.1 FORM OF ORDINARY SHARE PURCHASE AGREEMENT BETWEEN THE COMPANY AND WHITE LION CAP 191.1 KB
• EX-10.2 FORM OF REGISTRATION RIGHTS AGREEMENT BETWEEN THE COMPANY AND WHITE LION CAPITAL 112.5 KB