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 June 2026
Commission File Number 001-42599
HAOXIN HOLDINGS LIMITED
(Translation of registrant’s name into English)
HAOXIN HOLDINGS LIMITED
Room 901, No.1 Xingye Yi Road
Ningbo Free Trade Zone
Ningbo, Zhejiang Province 315807
People’s Republic of 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:
Form 20-F ☐ 40-F
☐
ENTRY INTO MATERIAL AGREEMENTS
Note Purchase Agreement
On June 2, 2026, HAOXIN HOLDINGS
LIMITED, an exempt limited liability company established in Cayman Islands, (the “Company”) entered into the Note Purchase
Agreement (the “NPA”) with the Investor (the “Note Investor”), pursuant to which the Company agreed
to issue and sell, and the Note Investor agreed to purchase two senior convertible promissory notes in the aggregate original principal
amount of $1,200,000 (the “Notes”), which Notes are convertible into the Company’s Class A ordinary shares, par
value $0.0001 per share (the “Class A Ordinary Shares”).
The aggregate purchase price
for the Note to be purchased by the Buyer (the “Purchase Price”) shall be $1,000,000. On the Initial Closing Date,
(i) the Buyer shall pay $500,000 to the Company for the Note to be issued and sold to the Buyer at the Closing, by wire transfer of immediately
available funds in accordance with the Flow of Funds Letter, and (ii) the Company shall deliver to the Buyer the Note duly executed on
behalf of the Company and registered in the name of the Buyer or its designee. The NPA includes representations, warranties, and covenants
for transactions of this type.
A copy of the form of the
Note Purchase Agreement is attached hereto as Exhibit 10.1 and is incorporated herein by reference. The foregoing description of the Note
Purchase Agreement is a summary of the material terms of such agreement, and does not purport to be complete and is qualified in its entirety
by reference to the Note Purchase Agreement.
Convertible Promissory Note
Pursuant to the NPA, the
Company issued or agreed to issue to the Investor the Outstanding Principal Value of the amount Notes in the aggregate original principal
amount of $1,200,000 (the “Notes”).
This Convertible Promissory
Note (including all Convertible Promissory Notes issued in exchange, transfer or replacement hereof, this “Note”) is
issued in the amount of $600,000 pursuant to Section 1 of that certain Note Purchase Agreement. On the Maturity Date, the Company shall
pay to the Investor an amount in cash representing the Outstanding Value of this Note as of the Maturity Date. Interest on this Note shall
commence accruing on the Issuance Date and shall be computed on the Outstanding Principal Value of this Note on the basis of a 360- day
year and twelve 30-day months and shall be payable in arrears on the Maturity Date. At any time on or after the Issuance Date, this Note
shall be convertible into validly issued, fully paid and non-assessable Ordinary Shares.
“Conversion Amount”
means the sum of (A) the portion of the Outstanding Principal Value of this Note to be converted, redeemed, or otherwise with respect
to which this determination is being made, (B) accrued and unpaid Interest with respect to such Outstanding Principal Value of this Note,
(C) accrued and unpaid Late Charges with respect to such Outstanding Principal Value of this Note and Interest, and (D) any other unpaid
amounts pursuant to the Transaction Documents, if any.
“Conversion Price”
means, as of any Conversion Date (as defined below), the greater of (A) the Floor Price and (B) the lowest Traded Price on the Trading
Day immediately before the Conversion Date, multiplied by ninety percent (90%), subject to adjustment as provided.
The Note also contains certain
negative covenants, including prohibitions on the incurrence of indebtedness, liens, restrictions on redemption and cash dividends, restrictions
on the transfer of assets and changes in the nature of business. The Note contains standard and customary events of default including,
but not limited to, the failure of the applicable Registration Statement to be filed with the SEC on or prior to the date that is five
(5) days after the applicable Filing Deadline or the failure of the applicable Registration Statement to be declared effective by the
SEC on or prior to the date that is five (5) days after the applicable Effectiveness Deadline, the suspension (or threatened suspension)
from trading or the failure (or threatened failure) of the Ordinary Shares to be trading or listed (as applicable) on the Principal Market
for any period of time, the Company’s or any Subsidiary’s failure to pay to the Holder any amount of Outstanding Value of
this Note or other amounts when and as due under this Note, or any other Transaction Document, the bankruptcy or insolvency of the Company
or any of its subsidiaries and unsatisfied judgments against the Company.
A copy of the form of the
Convertible Promissory Note is attached hereto as Exhibit 10.2 and is incorporated herein by reference. The foregoing description of the
Convertible Promissory Note is a summary of the material terms of such agreement, and does not purport to be complete and is qualified
in its entirety by reference to the Convertible Promissory Note.
Equity Line of Credit Agreement
On June 2, 2026, the Company
and the Investor entered into an Equity Line of Credit Agreement (the “Purchase Agreement”), pursuant to which, the
Investor agreed to purchase from the Company, from time to time, up to Thirty Million Dollars ($30,000,000) of the Company’s Class
A Ordinary Shares (the “Commitment Amount”). The Company agreed to file a registration statement (“ELOC Registration
Statement”) to register the resale by the Investor of the Securities (including the Commitment Warrant Shares) pursuant to the
Purchase Agreement (the “ELOC Shares”).
In consideration for the Investor’s
execution and delivery of, and agreement to perform under the Purchase Agreement, the Company agreed to issue and deliver to Investor,
within one (1) Business Day following the effectiveness of the F-1 Registration Statement, as directed by the Investor, a number of Class
A Ordinary Shares (the “Commitment Shares”) equal to the Commitment Fee Amount divided by the Commitment Fee Price.
The Purchase Agreement contains
customary representations, warranties, agreements and conditions, indemnification rights and obligations of the parties.
A copy of the Purchase Agreement
is attached hereto as Exhibit 10.3 and is incorporated herein by reference. The foregoing description of the Purchase Agreement is a summary
of the material terms of such agreement, and does not purport to be complete and is qualified in its entirety by reference to the Purchase
Agreement.
Class A Ordinary Share Purchase Warrant
In further consideration for
the Investor's execution and delivery of the Purchase Agreement, the Company issued to the Investor the Class A Ordinary Share Purchase
Warrant (the “Commitment Warrant”), which entitles the Investor to purchase 2,368,421 of Warrant Shares at an exercise
price per Warrant Share under this Warrant shall be $0.456. The Commitment Warrant has a two-year term from the Initial Exercise Date.
The Investor may also elect
to exercise the Warrants cashlessly. If at any time after the six month anniversary of the Initial Exercise Date, there is no effective
Registration Statement registering, or no current prospectus available for, the resale by the Holder of the Warrant Shares, may also be
exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive
a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:
(A) = the Market Price;
(B) = the Exercise Price of
this Warrant, as adjusted hereunder; and
(X) = the number of Warrant
Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means
of a cash exercise rather than a cashless exercise.
If Warrant Shares are issued
in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the holding
period of the Warrant Shares being issued may be tacked on to the holding period of this Warrant. The Company agrees not to
take any position contrary to this Section 2(c).
The foregoing description
of the Commitment Warrant does not purport to be complete and is qualified in its entirety by reference to the full text of the Commitment
Warrant, which is attached hereto as Exhibit 10.4 and incorporated herein by reference.
Registration Rights Agreement
On June 2, 2026, the Company
and the Investor also entered into a Registration Rights Agreement, pursuant to which the Company has agreed to file an initial Registration
Statement on Form F-1 (or any successor form) registering the resale by the Investor of the maximum number of Registrable Securities
as shall be permitted to be included thereon in accordance with applicable Commission rules, regulations and interpretations (determined
as of two Business Days prior to such submission or filing) so as to permit the resale of such Registrable Securities by the Investor
under Rule 415 under the Securities Act at then prevailing market prices (and not fixed prices) (the “Initial Registration
Statement”).
The foregoing description
of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of
the Registration Rights Agreement, which is attached hereto as Exhibit 10.5 and incorporated herein by reference.
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,
thereto duly authorized.
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HAOXIN HOLDINGS LIMITED |
| |
|
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/s/ Zhengjun Tao |
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Zhengjun Tao |
| Date: June 4, 2026 |
Chief Executive Officer |
EXHIBIT INDEX
Exhibit
Number |
|
Description |
| 10.1 |
|
Form of Note Purchase Agreement |
| 10.2 |
|
Form of Convertible Promissory Note |
| 10.3 |
|
Form of Equity Line of Credit Agreement |
| 10.4 |
|
Form of Class A Ordinary Share Purchase Warrant |
| 10.5 |
|
Form of Registration Rights Agreement |
