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: 001-41829
Primech Holdings Ltd.
23 Ubi Crescent
Singapore 408579
+65 6286 1868
(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 ☐
Information contained in this report
As disclosed previously on January 6, 2026 (the
“Original Form 6-K”), Primech Holdings Ltd. (the “Company”) entered into a securities purchase agreement (the
“Securities Purchase Agreement”) with a certain institutional investor (the “Investor”), pursuant to which the
Company agreed to issue and sell a series of senior unsecured convertible promissory notes in the aggregate principal amount of US$4,000,000
(collectively, the “Notes” and each, a “Note”), which are convertible into the Company’s ordinary shares,
no par value (the “Ordinary Shares”). The Securities Purchase Agreement provides for an initial closing to occur on the date
that all specified closing conditions are satisfied or waived (the “First Closing Date”), at which the Investor will fund
US$2,000,000 in cash against delivery of a US$2,000,000 Note, and a subsequent closing to occur following completion of the relevant domestic
formalities for overseas capital remittance (the “Subsequent Closing Date”), at which the Investor will fund the remaining
US$2,000,000 in cash against delivery of a second US$2,000,000 Note. Each Note will bear interest will bear interest at a rate of seven
percent (7%) per annum, calculated on a 360-day year comprised of twelve 30-day months. Interest is payable in cash in arrears, with the
first interest payment due six months after the applicable effective date of such Note and thereafter quarterly on each three-month anniversary
of the applicable effective date. Unless earlier converted or redeemed in accordance with its terms, each Note will mature on the three-year
anniversary of the applicable effective date. A holder of a Note may convert may convert all, or any part, of the outstanding principal
of such Note (the “Outstanding Balance”) into Ordinary Shares at any time, at such holder’s option, at a conversion
price of US$2.00 per Ordinary Share (subject to adjustment for stock splits, dividends, combinations and similar recapitalizations) (the
“Conversion Price”). Fractional shares will not be issued and will be settled in cash.
On July 7, 2026, the Company and the Investor
entered into an addendum to the Securities Purchase Agreement (the “SPA Addendum”) and an addendum to the Notes (the “Notes
Addendum”) (collectively, the “Addendums”) with the Investor. Under the SPA Addendum, the restriction stated under Original
Form 6-K is amended as follows:
“restrictions while any Notes remain outstanding
to on (a) equity line facilities; (b) issuing convertible securities or debt instruments with variable conversion, exercise or exchange
prices based on discounts to trading price unless a permanent floor of at least US$1.30 per share is included (subject to standard adjustments);
(c) structures intended to circumvent such restrictions; and (d) equity financings with a net issuance price per share below US$1.30 (subject
to standard adjustments), unless the Company grants the Investor the right to convert all or any portion of the unconverted outstanding
balance of a Note at a conversion price equal to such lower net issuance price; while preserving the Company’s ability to (i) conduct
registered offerings (including fixed-price convertibles) and pay compensation due under the Company’s existing placement agency
engagement, and (ii) issue Ordinary Shares to Victory Concept Electronics Ltd and its affiliates with an aggregate value of up to US$1,000,000
based on the market price at the time of issuance”.
Under the Notes Addendum, the Conversion Price
under the Notes was amended to $1.30 (the “Amended Conversion Price”). The Amended Conversion Price was also applied to the
Note pursuant to the Subsequent Closing Date (as discussed below).
The Company determined that amending the Conversion
Price to US$1.30 per Ordinary Share was the key commercial term required to secure the Investor's funding of the second tranche of US$2,000,000
under the Subsequent Closing Date. This was necessitated by the decline in the trading price of the Ordinary Shares since the issuance
of the first Note, which was priced with reference to a trading price of approximately US$0.97 per Ordinary Share on January 9, 2026,
such that the original US$2.00 Conversion Price no longer reflected then-current market conditions. In agreeing to the Amended Conversion
Price, the Company also took into the account the value of preserving its business relationship with the Investor. In consideration of
the Addendums, the Subsequent Closing Date was completed on July 7, 2026.
The foregoing descriptions of the Note do not
purport to be complete and are qualified in their entirety by reference to the SPA Addendum and the Notes Addendum, which is filed as
Exhibits 99.1 and 99.2.
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.
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Primech Holdings Ltd. |
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| Date: July 9, 2026 |
By: |
/s/ Kin Wai Ho |
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Name: |
Kin Wai Ho |
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Title: |
Chief Executive Officer |
EXHIBIT INDEX
| Exhibit No. |
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Description |
| 99.1 |
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Addendum to Securities Purchase Agreement Dated 31 December 2025, dated July 7, 2026 |
| 99.2 |
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Addendum to the Convertible Promissory Note Dated 9 January 2026, dated July 7, 2026 |
Exhibit 99.1
ADDENDUM TO THE
SECURITIES PURCHASE AGREEMENT DATED 31 DECEMBER
2025
This addendum (the “Addendum”)
is made on __________________________2026
AMONGST:
| (1) | WELLE ENVIRONMENTAL
(LUX) S. A. R. I., a company established under the laws of Luxembourg whose registered office is at 19 Rue de Bitbourg, 1273
Luxembourg (the “Investor”); |
| (2) | PRIMECH HOLDINGS LTD.,
a company established under the laws of Singapore (company registration no 202042000N) with its registered office at 23 Ubi Crescent,
Singapore 408579 (the “Company”) |
(each a “Party”
and collectively, the “Parties”).
WHEREAS:
| (A) | The Parties entered into a securities purchase agreement dated 31 December 2025
(the “Securities Purchase Agreement”). In furtherance
of the Securities Purchase Agreement, the Parties entered into a convertible promissory note dated 9 January 2026 (the “First
Convertible Promissory Note”). |
| (B) | The Parties are desirous of amending the terms of the Securities Purchase Agreement based on the terms
and conditions set forth in this Addendum. |
| (C) | On or around the date of this Addendum, the Parties are separately entering into
an addendum to amend the terms of the First Convertible Promissory Note. |
IT IS HEREBY AGREED as follows:
| 1. | Except as otherwise specifically provided herein, all capitalised terms used in
this Addendum and not expressly defined herein shall have the respective meanings set forth in the Securities Purchase Agreement. |
| 2. | Clause 4.1.6 of the Securities Purchase Agreement shall be deleted in its entirety
and in its place, the following new Clause 4.1.6 shall be inserted: |
“4.1.6
While any Notes remain outstanding, the Company shall not: (a) enter into any equity line of credit or similar facility providing
for periodic issuances of Ordinary Shares; (b) issue any convertible securities or debt instruments containing a conversion,
exercise, or exchange price that is variable based on a discount to the trading price of the Ordinary Shares at the time of issuance
or conversion, unless such securities contain a permanent “floor” or minimum conversion price equal to or greater than
US$1.30 per share (subject to standard adjustments for stock splits, dividends, and similar recapitalizations); (c) agree to any
structure specifically intended to circumvent the restriction in subsection (b) by achieving a net issuance price below US$1.30 per
share through floating-rate mechanics; or (d) be involved in any equity financing pursuant to any transaction structure, where the
net issuance price per share applicable to such equity financing is less than US$1.30 (subject to standard adjustments for stock
splits, dividends, and similar recapitalizations), unless the Company grants the Investor the right to convert all or any portion of
the unconverted outstanding balance of a Note issued hereunder into Conversion Shares at a conversion price equal to such lower net
issuance price. Notwithstanding the foregoing, nothing in this Section or in this Agreement shall prohibit the Company in any way
to: (i) complete one or more offerings of its equity or debt securities, including but not limited to convertible notes with fixed
conversion price, utilizing the Company’s registration statements declared effective by the staff of the U.S. Securities and
Exchange Commission and to pay compensation that is due and payable in connection with such offering under the Company’s placement
agency engagement agreement in effect as of the date of this Agreement; or (ii) issue Ordinary Shares to Victory Concept Electronics
Ltd and its affiliates (“Victory Concept”) with an aggregate value of up to US$1,000,000 based on the market price at the
time of issuance;”
| 3. | Except to the extent expressly amended by the provisions of this Addendum, the terms and conditions of
the Securities Purchase Agreement are hereby confirmed and shall remain in full force and effect. The Securities Purchase Agreement and
this Addendum shall be read and construed as one document and this Addendum shall be considered to be part of the Securities Purchase
Agreement and, without prejudice to the generality of the foregoing, where the context so allows, all references in the Securities Purchase
Agreement to “this Agreement”, “hereof”, “herein”, “herewith”, “hereunder” and words
of similar expression, shall be read and construed as references to the Securities Purchase Agreement as amended, modified or supplemented
by this Addendum. If there is any inconsistency between the provisions of this Addendum and the Securities Purchase Agreement, the provisions
of this Addendum shall (to the extent of such inconsistency) prevail. |
| 4. | Waiver. The failure of any of the Parties hereto to at any time enforce any
of the provisions of this Addendum shall not be deemed or construed to be a waiver of any such provision, nor to in any way affect the
validity of this Addendum or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision
of this Addendum. No waiver of any breach, non-compliance or non-fulfilment of any of the provisions of this Addendum shall be effective
unless set out in a written instrument executed by the Party or Parties against whom or which enforcement of such waiver may be sought;
and no waiver of any such breach, non-compliance or non-fulfilment shall be construed or deemed to be a waiver of any other or subsequent
breach, non-compliance or non-fulfilment. |
| 5. | Entire agreement. The Securities Purchase Agreement, this Addendum and the
other Transaction Documents (as may be amended from time to time) constitutes the entire agreement between the Parties about its subject
matter and supersedes all previous agreements, understandings and negotiations on the subject matter. |
| 6. | Counterparts. This Addendum may be executed by one or more Parties of this
Addendum in any number of counterparts which together shall constitute one and the same Addendum. Any Party may enter into this Addendum
by executing a counterpart and this Addendum shall not take effect until it has been executed by all Parties. |
| 7. | Severability. If the whole or any part of a provision of this Addendum is void, unenforceable or
illegal in a jurisdiction it is severed for that jurisdiction. The remainder of this document has full force and effect and the validity
or enforceability of that provision in any other jurisdiction is not affected. This Clause has no effect if the severance alters the basic
nature of this Addendum or is contrary to public policy. |
| 8. | Third-party rights. A person or entity who is not a party to this Addendum has no right under the
Contracts (Rights of Third Parties) Act 2001 of Singapore to enforce any term of this Addendum. |
| 9. | Governing law and dispute resolution. Clauses 12.1 (Arbitration
of Claims), 12.2 (Governing Law; Venue) of the Securities
Purchase Agreement shall apply to this Addendum. |
IN
WITNESS WHEREOF this Addendum has been executed by or on behalf of each of the Parties hereto on the date before written.
| The Investor |
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| Executed by |
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| for and on behalf of |
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| WELLE ENVIRONMENTAL (LUX) S. A. R. I. |
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| The Company |
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| Executed by |
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| for and on behalf of |
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| PRIMECH HOLDINGS LTD. |
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Exhibit 99.2
ADDENDUM TO THE
CONVERTIBLE PROMISSORY
NOTE DATED 9 JANUARY 2026
This addendum (the “Addendum”) is made on __________________________2026
AMONGST:
| (1) | WELLE ENVIRONMENTAL (LUX) S. A. R. I., a company established
under the laws of Luxembourg whose registered office is at 19 Rue de Bitbourg, 1273 Luxembourg (the “Lender”); |
| (2) | PRIMECH HOLDINGS LTD., a company established under the
laws of Singapore (company registration no 202042000N) with its registered office at 23 Ubi Crescent, Singapore 408579 (the “Borrower”) |
(each a “Party” and
collectively, the “Parties”).
WHEREAS:
| (A) | The Parties entered into a securities purchase agreement dated
31 December 2025 (the “Securities Purchase Agreement”). In furtherance of the Securities Purchase Agreement, the Parties
entered into a convertible promissory note dated 9 January 2026 (the “First Convertible Promissory Note”). |
| (B) | The Parties are desirous of amending the terms of the First
Convertible Promissory Note based on the terms and conditions set forth
in this Addendum. |
| (C) | On or around the date of this Addendum, the Parties are separately
entering into an addendum to amend the terms of the Securities Purchase Agreement. |
IT IS HEREBY AGREED:
| 1. | Except as otherwise specifically provided herein, all capitalised
terms used in this Addendum and not expressly defined herein shall have the respective meanings set forth in the First Convertible Promissory
Note. |
| 2. | Paragraph A3 of Attachment 1 of the First Convertible Promissory
Note shall be deleted in its entirety and in its place, the following new Paragraph A3 shall be inserted: |
““Conversion Price”
means US$1.30 per Conversion Share.””
| 3. | Except to the extent expressly amended by the provisions of
this Addendum, the terms and conditions of the First Convertible Promissory Note are hereby confirmed and shall remain in full force
and effect. The First Convertible Promissory Note and this Addendum shall be read and construed as one document and this Addendum shall
be considered to be part of the First Convertible Promissory Note and, without prejudice to the generality of the foregoing, where the
context so allows, all references in the First Convertible Promissory Note to “this Note”, “hereof”, “herein”,
“herewith”, “hereunder” and words of similar expression, shall be read and construed as references to the First Convertible
Promissory Note as amended, modified or supplemented by this Addendum. If there is any inconsistency between the provisions of this Addendum
and the First Convertible Promissory Note, the provisions of this Addendum shall (to the extent of such inconsistency) prevail. |
| 4. | For the avoidance of doubt, in accordance with Clause 16 of
the First Convertible Promissory Note, the parties hereto acknowledge and agree that this Addendum has been entered into with the prior
written consent of both parties, and the amendments to the First Convertible Promissory Note contemplated by this Addendum are hereby
approved by each party in writing. |
| 5. | Waiver. The failure of any of the Parties hereto to at
any time enforce any of the provisions of this Addendum shall not be deemed or construed to be a waiver of any such provision, nor to
in any way affect the validity of this Addendum or any provision hereof or the right of any of the parties hereto to thereafter enforce
each and every provision of this Addendum. No waiver of any breach, non-compliance or non-fulfilment of any of the provisions of this
Addendum shall be effective unless set out in a written instrument executed by the Party or Parties against whom or which enforcement
of such waiver may be sought; and no waiver of any such breach, non-compliance or non-fulfilment shall be construed or deemed to be a
waiver of any other or subsequent breach, non-compliance or non-fulfilment. |
| 6. | Entire agreement. The First Convertible Promissory Note
and this Addendum constitutes the entire agreement between the Parties about its subject matter and supersedes all previous agreements,
understandings and negotiations on the subject matter. |
| 7. | Counterparts. This Addendum may be executed by one or
more Parties of this Addendum in any number of counterparts which together shall constitute one and the same Addendum. Any Party may
enter into this Addendum by executing a counterpart and this Addendum shall not take effect until it has been executed by all Parties. |
| 8. | Severability. If the whole or any part of a provision
of this Addendum is void, unenforceable or illegal in a jurisdiction it is severed for that jurisdiction. The remainder of this document
has full force and effect and the validity or enforceability of that provision in any other jurisdiction is not affected. This Clause
has no effect if the severance alters the basic nature of this Addendum or is contrary to public policy. |
| 9. | Third-party rights. A person or entity who is not a party
to this Addendum has no right under the Contracts (Rights of Third Parties) Act 2001 of Singapore to enforce any term of this Addendum. |
| 10. | Governing law and dispute
resolution. Clauses 13 (Governing Law; Venue) and 14 (Arbitration of Disputes)
of the First Convertible Promissory Note shall apply to this Addendum. |
IN WITNESS WHEREOF this Addendum
has been executed by or on behalf of each of the Parties hereto on the date before written.
The Lender
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| Executed by: |
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| for and on behalf of |
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| WELLE ENVIRONMENTAL (LUX) S. A. R. I. |
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The Borrower
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| Executed by: |
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| for and on behalf of |
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| PRIMECH HOLDINGS LTD. |
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