[6-K] 707 Cayman Holdings Ltd. Current Report (Foreign Issuer)

Rhea-AI Filing Summary

707 Cayman Holdings Limited entered into an Equity Purchase Agreement with Hudson Global Ventures, LLC, giving the company the right, but not the obligation, to sell up to US$18,000,000 of its ordinary shares to the investor over the next 24 months at the company’s discretion, subject to conditions and limitations. As part of the consideration, the company agreed to issue 750,360 ordinary shares as commitment shares to the investor on signing.

The company also signed a Registration Rights Agreement under which it agreed to file an initial Form F-1 registration statement with the SEC by December 20, 2025 to cover the resale of the commitment shares and any shares that may be issued under the equity purchase arrangement, and to use reasonable best efforts to have it declared effective.

Insights

Capital markets & dilution analyst

707 Cayman sets up a US$18M discretionary equity facility with resale registration.

The company has arranged an Equity Purchase Agreement that allows, but does not require, it to sell up to US$18,000,000 of ordinary shares to a single investor over 24 months. This structure, often called an equity line, can provide flexible access to capital because the company chooses when to sell shares, within the agreement’s conditions and limits.

In return, the company immediately issues 750,360 commitment shares to the investor as part of the consideration, which increases the share count and reflects an upfront cost of securing the facility. A separate Registration Rights Agreement commits the company to file a Form F-1 by December 20, 2025 to register the resale of both the commitment shares and any put shares issued, enabling public resales once effective.

Actual dilution and cash raised will depend on how much of the US$18,000,000 capacity the company uses, the timing of any share sales over the 24-month term, and the market price at which those shares are issued, all within the agreement’s stated limitations and conditions precedent.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What financing agreement did 707 Cayman Holdings (JEM) announce in this 6-K?

707 Cayman Holdings Limited entered into an Equity Purchase Agreement with Hudson Global Ventures, LLC that gives the company the right to sell ordinary shares to the investor over time, subject to agreed conditions.

How much capital can 707 Cayman Holdings potentially raise under the new equity facility?

Under the Equity Purchase Agreement, 707 Cayman Holdings may sell up to US$18,000,000 worth of its ordinary shares to the investor over a 24-month period, at the company’s discretion and subject to limitations.

What are the commitment shares issued by 707 Cayman Holdings to the investor?

As part of the consideration for entering into the Equity Purchase Agreement, 707 Cayman Holdings agreed to issue 750,360 ordinary shares, referred to as the Commitment Shares, to Hudson Global Ventures, LLC.

What registration obligations did 707 Cayman Holdings take on for the JEM shares?

Under a Registration Rights Agreement, the company agreed to file a Form F-1 registration statement with the SEC by December 20, 2025 to cover the resale of the Commitment Shares and any Put Shares issued under the Equity Purchase Agreement.

Will the investor be obligated to buy shares from 707 Cayman Holdings under this deal?

The agreement states that the company will have the right, but not the obligation, to sell shares to the investor, and the investor will have the obligation to purchase those shares when the company exercises its right, subject to conditions precedent and other limitations.

How long does the equity purchase arrangement for JEM shares remain available?

The company may exercise its right to sell up to US$18,000,000 of ordinary shares to the investor over the next 24 months from the signing of the Equity Purchase Agreement, subject to the agreement’s terms.

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

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Accepted by SEC EDGAR 11/25/2025 - 01:51 PM Learn about SEC filing dates

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 November 2025

Commission File Number 001-42688

707 Cayman Holdings Limited

(Exact name of registrant as specified in its charter)

Not Applicable

(Translation of Registrant’s Name Into English)

5/F, AIA Financial Centre, 712 Prince Edward Road East, San Po Kong		Hong Kong
(Address of principal executive offices)		(Zip Code)

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 November 20, 2025, 707 Cayman Holdings Limited (the “Company”) entered into an Equity Purchase Agreement (“Equity Purchase Agreement”) with Hudson Global Ventures, LLC (the “Investor”) pursuant to which the Company will have the right, but not the obligation to sell to the Investor, and the Investor will have the obligation to purchase from the Company up to US$18,000,000 worth of the Company’s ordinary shares (the “Put Shares”) at the Company’s sole discretion over the next 24 months, subject to certain conditions precedent and other limitations. Concurrently with the execution of the Equity Purchase Agreement, the Company agreed to issue 750,360 of the Company’s ordinary shares (the “Commitment Shares”) to the Investor as part of the consideration. A copy of the Equity Purchase Agreement is attached hereto as Exhibit 10.1 and is incorporated herein by reference. The foregoing description of the Equity 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 Equity Purchase Agreement.

On the same date, the Company also entered into a registration rights agreement (the “Registration Rights Agreement”) with the Investor, pursuant to which the Company agreed to submit to the U.S. Securities and Futures Commission (the “SEC”) an initial registration statement on Form F-1 (the registration statement, as amended, the “Registration Statement”) by December 20, 2025 covering the resale of the Commitment Shares and Put Shares, which may have been, or which may from time to time be, issued under the Equity Purchase Agreement for public resale, and to use its reasonable best efforts to cause the Registration Statement to be declared effective by the SEC.

A copy of the Registration Rights Agreement is attached hereto as Exhibit 10.2 and is incorporated herein by reference. The foregoing description of the Registration Rights 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 Registration Rights Agreement.

The Equity Purchase Agreement and Registration Rights Agreement contain customary representations, warranties and agreements by the Company and customary conditions to the Investor’s obligation to purchase the Put Shares. They are contractual documents that establish and govern the legal relations between the Company and the Investor and are not intended to be a source of factual, business or operational information about the Company for other investors and potential investors of the Company.

Forward-Looking Statements

Matters discussed in this report may constitute forward-looking statements. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements, other than statements of historical facts. The words “believe,” “anticipate,” “intends,” “estimate,” “potential,” “may,” “should,” “expect” “pending” and similar expressions identify forward-looking statements. The forward-looking statements in this report are based upon various assumptions. Although we believe that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond our control, we cannot assure you that we will achieve or accomplish these expectations.

Exhibits

99.1		Equity Purchase Agreement dated November 20, 2025 between the Company and Hudson Global, LLC
99.2		Registration Rights Agreement between the Company and Hudson Global LLC dated November 20, 2025

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.

	707 Cayman Holdings Limited
Date: November 25, 2025	By	/s/ Cheung Lui
		Cheung Lui
		Chief Executive Officer