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
For the month of May 2026
Commission File Number 001-41573
HIGH-TREND INTERNATIONAL GROUP
(Translation of registrant’s name into English)
60 Paya Lebar Road
#06-17 Paya Lebar Square
Singapore 409051
+ 1 (929) 666 0683
(Address of principal executive office)
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 ☐
Entry into a Material Definitive Agreement
On May 12, 2026, High-Trend International
Group (the “Registrant” or the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”)
with certain institutional investors for the issuance and sale of 2,307,700 Class A Ordinary Shares, par value $0.0025 per share (the
“Class A Ordinary Shares”) in a registered direct offering (the “Offering”), at an offering price of $6.50 per
Class A Ordinary Share.
The Offering closed on May 14, 2026. The Company
received gross proceeds of approximately $15 million from the Offering before deducting placement agent fees and other estimated offering
expenses payable by the Company.
In connection with the Offering, the Company
entered into a Placement Agency Agreement, dated May 12, 2026 (the “Placement Agency Agreement”) with A.G.P./Alliance Global
Partners (“A.G.P” or the “Placement Agent”), which acted as the exclusive placement agent on a reasonable
best efforts basis. The Company agreed to pay the placement agent a cash fee equal to 7.0% of the gross proceeds from the sale of the
securities. In addition, the Company agreed to reimburse A.G.P up to $70,000 for accountable legal fees and other out-of-pocket expenses
in connection with this Offering, and non-accountable expenses in the aggregate amount of $30,000.
The Class A Ordinary Shares to be issued in
the Offering will be issued pursuant to a prospectus supplement, which was filed with the Securities and Exchange Commission on May 14,
2026, in connection with a takedown from the Company’s shelf registration statement on Form F-3 (File No. 333-290080), which was
declared effective by the Securities and Exchange Commission on December 8, 2025.
A copy of the opinion of Appleby (Cayman)
Ltd. relating to the legality of the issuance and sale of the securities is filed as Exhibit 5.1 hereto.
Pursuant to the Purchase
Agreement and the Placement Agency Agreement, the Company has agreed that, unless waiver by the purchasers, subject to certain exceptions,
(i) it will not conduct any issuances of its Class A Ordinary Shares or Class A Ordinary Share equivalents for a period of 60 days following
closing of this offering and that (ii) it will not effect or enter into an agreement to effect any issuance of Class A Ordinary Shares
or equivalents securities involving a variable rate transaction (as defined in the Purchase Agreement) for a period of six months following
the closing of this offering, subject to certain exceptions as described in such Purchase Agreement, including that it may enter into
and effect sales in an “at-the-market” offering entered into with the Placement Agent commencing 45 days following the closing
of this offering.
In addition, each of the Company’s directors
and executive officers entered into a lock-up agreement (the “Lock-Up Agreement”), which prohibits them from offering, pledging,
announcing the intention to sell, selling, contracting to sell, granting any option or right to purchase, or otherwise transferring or
disposing of their Class A Ordinary Shares or any securities convertible into or exercisable or exchangeable for Class A Ordinary Shares
for a period of 60 days following the closing of the Offering, subject to certain carveouts.
The foregoing description of the Purchase
Agreement, the Placement Agency Agreement, the Lock-Up Agreements does not purport to be complete and is qualified in its entirety by
reference to the full text of such agreements, copies of which are filed to this Current Report on Form 6-K as Exhibits 4.1, 4.2,
4.3, respectively, and are incorporated herein by reference.
Press Release
On May 12, 2026, the Company issued a press
release announcing the pricing of the Offering. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on
Form 6-K and is incorporated herein by reference.
The information in this Form 6-K (including
any exhibit hereto) is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by
reference into any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.
Exhibits
| Exhibit No. |
|
Exhibit Description |
| 5.1 |
|
Opinion of Appleby (Cayman) Ltd. |
| 10.1 |
|
Form of Securities Purchase Agreement, dated May 12, 2026, by and between the Company and the purchaser parties thereto. |
| 10.2 |
|
Placement Agent Agreement, dated May 12, 2026, by and between the Company and A.G.P./Alliance Global Partners |
| 10.3 |
|
Form of Lock-Up Agreement |
| 23.1 |
|
Consent of Appleby (Cayman) Ltd. (included in Exhibit 5.1) |
| 99.1 |
|
Press Release dated May 13, 2026 |
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.
| Date: May 14, 2026 |
HIGH-TREND INTERNATIONAL GROUP |
| |
|
| |
/s/ Shixuan He |
| |
Shixuan He |
| |
Chief Executive Officer |
| |
(Principal Executive Officer) |
Exhibit 99.1
High-Trend International
Group Announces Pricing of $15 Million Registered Direct Offering with Global Institutional Investors
NEW YORK, May 13, 2026
/PRNewswire/ -- High-Trend International Group (NASDAQ: HTCO) (“HTCO” or the “Company”), a global
ocean transportation company, today announced that it has entered into securities purchase agreements with global institutional investors
for the purchase and sale of 2,307,700 of the Company’s Class A Ordinary Shares (“Ordinary Shares”) at a purchase
price of $6.50 per Ordinary Share in a registered direct offering. The gross proceeds from the offering are expected to be approximately
$15 million, before deducting placement agent commissions and other offering expenses. The closing of the offering is expected to occur
on or about May 14, 2026, subject to the satisfaction of customary closing conditions.
The Company intends to
use the net proceeds from the offering for working capital and general corporate purposes.
A.G.P./Alliance Global
Partners is acting as the sole placement agent for the Offering.
The Ordinary Shares offered to the institutional
investors described above are being offered pursuant to a registration statement on Form F-3 (File No. 333-290080) which was declared
effective by the Securities and Exchange Commission (the “SEC”) on December 8, 2025. The offering is being made only
by means of a prospectus supplement and accompanying prospectus which are a part of the effective registration statement. A prospectus
supplement and the accompanying prospectus relating to the registered direct offering will be filed with the SEC and will be available
on the SEC’s website at www.sec.gov. Additionally, when available, electronic copies of the prospectus supplement and the accompanying
prospectus may be obtained from A.G.P./Alliance Global Partners, 590 Madison Avenue, 28th Floor, New York, NY 10022, or by telephone at
(212) 624-2060, or by email at prospectus@allianceg.com.
This press release shall not constitute an offer to sell or the solicitation
of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or other jurisdiction
in which such offer, solicitation, or sale would be unlawful prior to the registration or qualification under the securities laws of any
such state or other jurisdiction.
About High-Trend International Group
High-Trend International Group is a global ocean transportation company
with core businesses in international shipping.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning
of applicable securities laws, including Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934,
made under the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. These statements can be identified
by words such as “believe,” “expect,” “anticipate,” “future,” “will,” “intend,”
“plan,” “estimate” or similar expressions. Actual results may differ materially from those indicated by these
forward-looking statements due to various risks and uncertainties, including but not limited to those detailed in the Company’s
filings with the U.S. Securities and Exchange Commission. All information in this press release is as of the date of this release, and
the Company undertakes no obligation to update any forward-looking statement, except as required by applicable law.
