Rectitude Holdings (RECT) arranges $32.6M standby equity line with two investors

Rhea-AI Filing Summary

Rectitude Holdings Ltd entered into a Standby Equity Purchase Agreement with Constantinople Limited and Chen Zhiqiang, giving the company the right, but not the obligation, to issue Ordinary Shares for up to $32,625,000 during a 45-day commitment period from the Effective Date.

The agreement automatically ends on the earlier of October 9, 2025, the point at which the full commitment has been subscribed, or mutual written consent, with additional unilateral termination rights for both the company and the investors on notice. Share sales to the investors can begin only after a resale registration statement on Form F-1 becomes effective, and proceeds will be used as described in the related prospectus.

The agreement includes customary representations, covenants, closing conditions and indemnities, and the attached exhibits provide the full contract and a related press release.

Insights

Equity Capital Markets Analyst

Rectitude sets up up to $32.6M standby equity line over a short 45-day window.

Rectitude Holdings Ltd has arranged a Standby Equity Purchase Agreement allowing issuance of Ordinary Shares to two investors for an aggregate commitment of up to $32,625,000. This structure gives the company discretion to request Advances during a 45-day commitment period, which can help address funding needs while staggering actual share issuances through multiple draws.

The arrangement is conditioned on effectiveness of a resale registration statement on Form F-1, so actual use depends on that registration and the company’s decision to issue shares. Termination mechanics are tightly defined, with automatic end by October 9, 2025 at the latest and short unilateral notice periods for both sides, which limits the duration of this capital source.

Because the excerpt does not quantify shares outstanding or pricing mechanics, the degree of potential dilution cannot be assessed here, and the overall impact will depend on how much of the $32,625,000 commitment the company elects to utilize during the stated period.

FAQ

What did Rectitude Holdings Ltd (RECT) announce in this Form 6-K?

Rectitude Holdings Ltd reported that it entered into a Standby Equity Purchase Agreement with Constantinople Limited and Chen Zhiqiang, giving the company the right to issue Ordinary Shares to them for an aggregate subscription amount of up to $32,625,000 during a 45-day commitment period.

How much capital can Rectitude Holdings Ltd (RECT) raise under the Standby Equity Purchase Agreement?

Under the Standby Equity Purchase Agreement, Rectitude Holdings Ltd may issue Ordinary Shares to the investors for an aggregate subscription amount of up to $32,625,000, with each issuance referred to as an Advance during the 45-day commitment period.

When does the Rectitude (RECT) Standby Equity Purchase Agreement terminate?

The Purchase Agreement terminates automatically on the earlier of October 9, 2025, when the investors have subscribed for Ordinary Shares equal to the $32,625,000 commitment, or by mutual written consent, with additional unilateral termination rights for both the company and the investors on specified notice periods.

What conditions must be met before Rectitude (RECT) can sell shares under this equity facility?

Sales of Ordinary Shares to the investors under the Purchase Agreement may begin only after certain conditions are satisfied, including the effectiveness of a resale registration statement on Form F-1 covering the resale of the Ordinary Shares issued or to be issued to the investors.

How will Rectitude Holdings Ltd (RECT) use the proceeds from shares sold under the agreement?

The proceeds from the sale of Ordinary Shares by Rectitude Holdings Ltd to the investors will be used in the manner described in the prospectus included in any registration statement and any related prospectus supplement filed pursuant to the Purchase Agreement.

Who are the investors in Rectitude Holdings Ltd's (RECT) Standby Equity Purchase Agreement?

The investors named in the Standby Equity Purchase Agreement are Constantinople Limited and Chen Zhiqiang, who together are obligated to subscribe for Ordinary Shares up to the aggregate commitment if the company elects to issue shares during the commitment period.

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Form 6-K: How Foreign Companies Report to the SEC →

Accepted by SEC EDGAR 09/08/2025 - 08:51 AM 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

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of September 2025

Commission File Number: 001-42133

Rectitude Holdings Ltd

(Translation of registrant’s name into English)

35 Tampines Industrial Avenue 5
T5@Tampines
Singapore 528627
+65 6749 6647

(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 August 25, 2025, the Company entered into a Standby Equity Purchase Agreement (the “Purchase Agreement”) with Constantinople Limited and Chen Zhiqiang (collectively the "Investors" and each individually, an "Investor"), whereby the Company shall have the right, but not the obligation, to issue to the Investors, and the Investors shall have the obligation to subscribe for, Ordinary Shares for an aggregate subscription amount of up to $32,625,000 (the “Commitment Amount”), at any time during the commitment period of 45 days from the Effective Date (each such occurrence, an “Advance”), subject to the restrictions and satisfaction of the conditions in the Purchase Agreement.

The Purchase Agreement will terminate automatically on the earlier of October 9, 2025, or when the Investors have subscribed for Ordinary Shares equal to the Commitment Amount in accordance with the terms of the Agreement, or via mutual written consent of the parties. In addition, the Company has the right to unilaterally terminate the Purchase Agreement upon three business days’ notice to the Investors, provided that there are no outstanding Advance Notices under which Ordinary Shares have yet to be issued. The Investors have the right to unilaterally terminate the Purchase Agreement upon seven business days’ notice to the Company.

This Report on Form 6-K (this “Report”) shall not constitute an offer to sell or the solicitation to buy nor shall there be any sale of the Ordinary Shares in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

The Purchase Agreement contains customary representations, warranties, covenants, closing conditions and indemnification provisions. Sales of Ordinary Shares under the Purchase Agreement may commence only after certain conditions have been satisfied, including the effectiveness of a resale registration statement on Form F-1 to be filed by the Company covering the resale of the Ordinary Shares issued or to be sold by the Company to the Investors under the Purchase Agreement.

The proceeds from the sale of the Ordinary Shares by the Company to the Investors shall be used by the Company in the manner as will be set forth in the Prospectus included in any registration statement (and any post-effective amendment thereto) and any Prospectus Supplement thereto filed pursuant to the Agreement.

The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by the full text of the Purchase Agreement, the form of which is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

This Report and Exhibits 99.1 and 99.2 to this Report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as otherwise expressly stated in such future filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
99.1		Press Release, dated September 8, 2025.
99.2		Standby Equity Purchase Agreement, dated August 25, 2025, by and between Rectitude Holdings Ltd, Constantinople Limited and Chen Zhiqiang

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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: September 8, 2025	By:	/s/ Jian Zhang
	Name:	Jian Zhang
	Title:	Chairman of the Board of Directors and Chief Executive Officer

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