Helport AI closes two offshore subscriptions under Regulation S

Rhea-AI Filing Summary

Helport AI Limited entered two Regulation S subscription agreements, issuing new ordinary shares for cash. On October 2, 2025, the company sold 125,000 ordinary shares for a purchase price of $500,000 to Youth Spring Limited. On October 20, 2025, it sold an additional 250,000 ordinary shares for $1,000,000 to Fulberto Limited. Both transactions were approved by the board and closed on their respective dates.

These were primary issuances, meaning the cash consideration went to the company in exchange for new shares under Regulation S. Copies of the subscription agreements are included as Exhibits 10.1 and 10.2.

Insights

Capital Markets Analyst

Two completed Reg S share sales bring in cash to the issuer.

Helport AI executed two primary issuances under Regulation S, selling 125,000 shares for $500,000 and 250,000 shares for $1,000,000. Because these are primary sales, the company received the cash consideration at closing, strengthening liquidity without disclosed debt.

Both deals were board-approved and closed on October 2, 2025 and October 20, 2025, respectively, limiting execution risk. The transactions follow offshore offering rules under Regulation S, which generally target non‑U.S. persons.

Key items to watch in subsequent disclosures could include updated share count and any stated uses of proceeds, if provided in future filings. Actual impact depends on the company’s scale and how additional capital is deployed.

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

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Accepted by SEC EDGAR 10/23/2025 - 04:10 PM Learn about SEC filing dates

FAQ

What did HPAI disclose in its Form 6-K?

The company completed two Regulation S share subscriptions, selling ordinary shares for $500,000 and $1,000,000 on October 2 and October 20, 2025.

How many Helport AI (HPAI) shares were issued in these transactions?

The company issued 125,000 shares to Youth Spring Limited and 250,000 shares to Fulberto Limited.

Who were the investors in the HPAI share subscriptions?

Youth Spring Limited (Samoa) and Fulberto Limited (British Virgin Islands).

Were the HPAI transactions approved and closed?

Yes. Both were approved by the board and closed on their respective dates: October 2, 2025 and October 20, 2025.

Under which exemption were HPAI shares sold?

The shares were sold in accordance with Regulation S under the Securities Act of 1933.

Does Helport AI receive proceeds from these sales?

Yes. These were primary issuances, so the company received the cash consideration.

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 

OF THE SECURITIES EXCHANGE ACT OF 1934

October 2025

Commission File Number: 001-42205

Helport AI Limited

9 Temasek Boulevard #07-00, Suntec Tower Two,

Singapore 038989

(Address of principal executive offices)

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 Material Definitive Agreements

On October 2, 2025, Helport AI Limited (the “Company”), entered into a subscription agreement (the “Youth Spring Subscription Agreement”) with Youth Spring Limited, a Samoa company (“Youth Spring”). Pursuant to the Youth Spring Subscription Agreement, Youth Spring agreed to subscribe for and purchase from the Company, and the Company agreed to issue and sell to Youth Spring, an aggregate of 125,000 ordinary shares of the Company, par value US$0.0001 per share, for an aggregate purchase price of $500,000, in accordance with Regulation S under the Securities Act of 1933, as amended (“Regulation S”).

The closing of the transaction contemplated by the Youth Spring Subscription Agreement took place on October 2, 2025. The entry into the Youth Spring Subscription Agreement and the transaction contemplated thereby have been approved by the Company’s board of directors.

On October 20, 2025, the Company entered into a subscription agreement (the “Fulberto Subscription Agreement”) with Fulberto Limited, a British Virgin Islands company (“Fulberto”). Pursuant to the Fulberto Subscription Agreement, Fulberto agreed to subscribe for and purchase from the Company, and the Company agreed to issue and sell to Fulberto, an aggregate of 250,000 ordinary shares of the Company, par value US$0.0001 per share, for an aggregate purchase price of $1,000,000, in accordance with Regulation S.

The closing of the transaction contemplated by the Fulberto Subscription Agreement took place on October 20, 2025. The entry into the Fulberto Subscription Agreement and the transaction contemplated thereby have been approved by the Company’s board of directors.

The foregoing summaries of the Youth Spring Subscription Agreement and the Fulberto Subscription Agreement are subject to, and qualified in their entirety by, such documents. Copies of the two subscription agreements are attached hereto as Exhibits 10.1 and 10.2, respectively, and are incorporated herein by reference.

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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.

	Helport AI Limited
	By:	/s/ Guanghai Li
	Name:	Guanghai Li
	Title:	Chief Executive Officer

Date: October 23, 2025

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EXHIBIT INDEX

Exhibit No.		Description
10.1		Subscription Agreement dated October 2, 2025 by and between Helport AI Limited and Youth Spring Limited
10.2		Subscription Agreement dated October 20, 2025 by and between Helport AI Limited and Fulberto Limited

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