Rectitude signs MR.BUTLER acquisition agreement
The consideration shares carry one-year lock-ups, while closing depends on required approvals, consents and other conditions.
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Rhea-AI Filing Summary
Rectitude Holdings Ltd. agreed for subsidiary Rectitude Pte. Ltd. to acquire all issued shares of MR.BUTLER PTE. LTD. for 800,000 new Class A ordinary shares, at an agreed contractual issue value of US$1.00 per share and aggregate agreed consideration value of US$800,000, subject to adjustments and closing conditions. A percentage to be agreed will remain unissued as a holdback; remaining holdback shares are generally issuable within ten business days after the six-month anniversary of completion, subject to unresolved claims. Issued consideration shares have a one-year lock-up.
Rectitude Holdings Ltd. and Rectitude Singapore also entered separate agreements with G & L Hardware Marketing Pte. Ltd. and INOS Pte. Ltd. to transfer specified customer relationships and contracts, related intellectual property, and lawfully transferable customer data and rights. The Company will issue 500,000 ordinary shares to each seller at closing, 1,000,000 shares in aggregate. Each seller must provide reasonable transition assistance for 90 days after closing, and the migration shares carry a one-year lock-up.
The migrations were scheduled to close November 1, 2026, or another date agreed in writing, subject to approvals, consents, customer novations, intellectual-property assignments and other conditions. MR.BUTLER completion is due on the fifth business day after conditions are satisfied or waived, or another agreed date. The agreements include termination rights tied to November 30, 2026.
Filing Explained
This November 2 report does not say whether the migrations scheduled for November 1 or the MR.BUTLER acquisition closed; the agreements remain subject to closing conditions and provide termination rights if closing has not occurred by November 30. The agreements call for new shares at closing, so their issuance and the resulting dilution of existing holders are not reported as completed.
Key Figures
Key Terms
contractual holdback financial
novations regulatory
material adverse change regulatory
lock-up financial
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What will RECT issue under the G & L and INOS business migration agreements?
What conditions apply to RECT's business migrations?
When is the RECT acquisition of MR.BUTLER scheduled to close?
Can the RECT transaction agreements be terminated if closing is delayed?
AI-generated analysis. How Rhea-AI works. Not financial advice.
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 November 2026
Commission File Number: 001-42133
Rectitude Holdings Ltd
(Translation of registrant’s name into English)
35 Tampines Industrial Avenue 5
T5@Tampines
Singapore 528627
(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 ☒ Form 40-F ☐
Entry into Acquisition Agreements
Acquisition of MR.BUTLER PTE. LTD.
On October 12, 2026, Rectitude Pte. Ltd. (“Rectitude Singapore”), a subsidiary of Rectitude Holdings Ltd (the “Company”), entered into a share purchase agreement (the “Share Purchase Agreement”) with MR.BUTLER PTE. LTD., a Singapore company (“Mr. Butler”), and its shareholders (the “Sellers”), pursuant to which Rectitude Singapore agreed to acquire all of the issued shares of Mr. Butler (the “Butler Acquisition”). Mr. Butler’s business comprises personal service activities and the repair of household goods.
The consideration for the Butler Acquisition consists of 800,000 new Class A ordinary shares of the Company, at an agreed contractual issue value of US$1.00 per share, representing an aggregate agreed consideration value of US$800,000, subject to the adjustments provided in the Share Purchase Agreement. A portion of the consideration shares, in a percentage to be separately agreed by the parties, will remain unissued as a contractual holdback. The remaining holdback shares are generally issuable within ten business days after the date falling six months after completion, subject to retention for unresolved claims in accordance with the Share Purchase Agreement. The issued consideration shares will be subject to a one-year lock-up following completion, subject to the exceptions specified in the Share Purchase Agreement. No registration rights are granted in respect of the consideration shares.
Completion of the Butler Acquisition is subject to the satisfaction or permissible waiver of specified conditions, including satisfactory due diligence, receipt of required approvals and material contractual consents, release of specified encumbrances, accuracy of the Sellers’ warranties, performance of their material obligations and the absence of a material adverse change. Completion is to occur on the fifth business day following satisfaction or waiver of the applicable conditions, or another agreed date. The Share Purchase Agreement provides for termination rights, including where the applicable conditions have not been satisfied or validly waived by November 30, 2026, subject to its terms. Upon completion, Mr. Butler will become a wholly owned subsidiary of Rectitude Singapore.
A copy of the Share Purchase Agreement is attached hereto as Exhibit 10.1 and is incorporated herein by reference. The foregoing summary does not purport to be a complete statement of the rights and obligations of the parties or the transactions contemplated thereby and is qualified in its entirety by reference to the full text of such exhibit.
Business Migration Agreements with G & L Hardware Marketing Pte. Ltd. and INOS Pte. Ltd.
On October 17, 2026, the Company and Rectitude Singapore entered into separate business migration agreements with G & L Hardware Marketing Pte. Ltd. (“G & L”) and INOS Pte. Ltd. (“INOS”), respectively (each, a “Business Migration Agreement” and collectively, the “Business Migration Agreements”). Pursuant to each Business Migration Agreement, the applicable seller agreed to transfer to Rectitude Singapore specified customer relationships and customer contracts, together with related intellectual property and lawfully transferable customer data and rights (each, a “Business Migration”).
The transferred intellectual property includes intellectual property owned by the applicable seller and used in, developed for or exclusively relating to the relevant migrated business, including applicable trade names, trademarks, domains, websites, software, customer lists, know-how and associated goodwill. Transfers of customer contracts are subject to required customer consents and separate novations or assignments where required. Rectitude Singapore will assume only the post-transfer performance obligations expressly identified in the applicable novations. Each seller is required to provide reasonable transition assistance for 90 days following closing.
As consideration for each Business Migration, the Company agreed to issue 500,000 ordinary shares, par value US$0.001 each, to the applicable seller at closing, representing an aggregate of 1,000,000 ordinary shares under the two Business Migration Agreements. The number of shares was negotiated by the parties and does not constitute a representation as to the shares’ market value, the value of the migrated business or the value attributable to the transaction for accounting purposes. The consideration shares will be subject to a one-year lock-up following closing, subject to the exceptions specified in the applicable Business Migration Agreement. No registration rights are granted under the Business Migration Agreements unless separately agreed in an executed agreement.
Closing of each Business Migration is scheduled for November 1, 2026, or another date agreed in writing, subject to satisfaction or permissible waiver of the applicable conditions. These include required corporate, third-party and regulatory approvals and consents, material customer novations and intellectual property assignments, applicable Nasdaq procedures, confirmation of a lawful share issuance, the absence of an injunction prohibiting the transaction and the continued accuracy of the parties’ representations in all material respects. Each Business Migration Agreement provides for termination if closing has not occurred by November 30, 2026, unless the terminating party’s material breach caused the delay.
Copies of the Business Migration Agreements with G & L and INOS are attached hereto as Exhibits 10.2 and 10.3, respectively, and are incorporated herein by reference. The foregoing summaries do not purport to be complete statements of the rights and obligations of the parties or the transactions contemplated thereby and are qualified in their entirety by reference to the full text of such exhibits.
In connection with the entry into the Share Purchase Agreement and the Business Migration Agreements, the Company issued a press release on October [--], 2026, a copy of which is furnished as Exhibit 99.1 to this report on Form 6-K.
1
EXHIBIT INDEX
| Exhibit No. | Description | |
| 10.1 | Share Purchase Agreement dated October 12, 2026, between Rectitude Pte. Ltd. and Mr. Butler Pte. Ltd. | |
| 10.2 | Business Migration Agreement dated October 17, 2026, between Rectitude Pte. Ltd. and G & L Hardware Marketing Pte. Ltd. | |
| 10.3 | Business Migration Agreement dated October 17, 2026, between Rectitude Pte. Ltd. and INOS Pte. Ltd. | |
| 99.1 | Press Release dated November 2, 2026, titled “Rectitude Holdings Ltd. Announces Acquisition of MR. BUTLER PTE. LTD. and Executes Business Migration Agreements with INOS and G & L” |
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.
| Rectitude Holdings Ltd | ||
| Date: November 2, 2026 | By: | /s/ Zhang Jian |
| Name: | Zhang Jian | |
| Title: | Chairman of the Board of Directors and Chief Executive Officer | |
3
Exhibit 99.1
Rectitude Holdings Ltd. Announces Acquisition of MR. BUTLER PTE. LTD. and Executes Business Migration Agreements with INOS and G & L
| ● | Rectitude has signed a Share Purchase Agreement to acquire 100% of Mr. Butler, adding household goods repair and personal service activities to its product portfolio. |
| ● | Following a successful collaboration period under the RSB framework, Rectitude is formally migrating the customer contracts and intellectual property of INOS and G & L into its operations. |
| ● | The transactions are funded through the issuance of Rectitude ordinary shares, incorporating one-year lock-up periods to align the incoming operational teams with the Company’s long-term objectives. |
SINGAPORE, November 2, 2026 – RECTITUDE HOLDINGS LTD (Nasdaq: RECT; the “Company” or “Rectitude”), a Singapore-based provider of safety equipment and related industrial products, today announced it has entered into definitive agreements to advance its Rectitude Succession Bridge (“RSB”) model and corporate expansion strategy. The Company executed a Share Purchase Agreement to acquire MR.BUTLER PTE. LTD. (“Mr. Butler”) and separate Business Migration Agreements to formally integrate the commercial operations of INOS Pte. Ltc. (“INOS”) and G & L Hardware Marketing Pte. Ltd. (“G & L”).
Acquisition of Mr. Butler
To further expand its operational ecosystem, Rectitude entered into a Share Purchase Agreement on October 12, 2026, to acquire all issued shares of Mr. Butler, a Singapore-based company specializing in personal service activities and the repair of household goods.
The agreed consideration for the acquisition is 800,000 new Class A ordinary shares of the Company, valued contractually at US$1.00 per share. A specified percentage of these shares will be subject to a contractual holdback, generally issuable six months after completion to account for any unresolved claims. The issued shares are also subject to a one-year lock-up following completion. The transaction is expected to close five business days after the satisfaction or waiver of specified closing conditions, including material contractual consents and regulatory approvals.
Execution of RSB Model
In April 2026, Rectitude announced its strategic collaborations with INOS and G & L under the RSB, a risk-mitigated, “incubate-to-acquire” growth framework. This model allowed Rectitude to evaluate the operational fit of both companies without significant upfront capital investment. Following this successful evaluation phase, the Company has now moved to formally integrate these businesses.
On October 17, 2026, Rectitude executed Business Migration Agreements with both INOS and G & L. Under the terms of the agreements, the sellers will transfer specified customer relationships, contracts, and intellectual property, including applicable trade names, trademarks, domains, and customer lists, directly to the Company. Both sellers will provide transitional assistance for 90 days following the closing, which is scheduled for November 1, 2026, subject to customary conditions.
As consideration for each migration, the Company will issue 500,000 ordinary shares to each seller (1,000,000 shares in aggregate) at closing. The consideration shares are subject to a one-year lock-up period.
“These agreements demonstrate the practical execution of our Rectitude Succession Bridge strategy,” said Jian Zhang, Chairman, Chief Executive Officer, and Executive Director at Rectitude. “Over the past several months, we validated the financial and operational contributions of INOS and G & L within our ecosystem. Moving to a formal business migration secures their customer bases, brand assets, and technical expertise. Concurrently, acquiring Mr. Butler broadens our service capabilities in the region. Funding these transactions through equity with standard lock-up periods ensures that the founders of these businesses remain aligned with our focus on disciplined, long-term growth.”
About Rectitude
Founded in 1997 in Singapore, Rectitude is principally involved in the provision of safety equipment, encompassing essential items such as personal protective clothing, gloves, safety footwear, personal fall arrest systems, portable fire extinguishers and traffic products. The Company also offers auxiliary products such as industrial hardware tools and electrical hardware required for construction sites. Rectitude’s products and solutions are marketed to a wide array of distributor networks and end markets, both in Singapore and increasingly throughout the Southeast Asian region, including Brunei, Cambodia, Malaysia, Indonesia, and Vietnam. For more information, please visit the Company’s website: https://ir.rectitude.com.sg
Forward-Looking Statements
Certain statements in this announcement are forward-looking statements, including, but not limited to, the Company’s plans, strategies and business development initiatives. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company’s current expectations and projections about future events that the Company believes may affect its financial condition, results of operations, business strategy and financial needs. Investors can identify these forward-looking statements by words or phrases such as “approximates,” “believes,” “hopes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “plans,” “will,” “would,” “should,” “could,” “may” or other similar expressions. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company’s latest Annual Report on Form 20-F for the fiscal year ended March 31, 2026, and its other filings with the U.S. Securities and Exchange Commission.
For investor and media inquiries, please contact:
Rectitude
Investor Relations
Email: ir@rectitude.com.sg
Jackson Lin
LLYC
Phone: +1 (646) 717-4593
Email: jian.lin@llyc.global