UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 6-K
REPORT OF FOREIGN ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of
September, 2026
Commission File Number: 001-42210
Reitar Logtech Holdings Limited
(Translation of registrant’s name into
English)
c/o Unit 801, 8th Floor, Tower 2, The Quayside,
77 Hoi Bun Road
Kwun Tong, Kowloon, Hong Kong
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual
reports under cover Form 20-F or Form 40-F.
Form 20-F ☒ Form
40-F ☐
EXHIBIT INDEX
| Exhibit No. |
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Description |
| 99.1 |
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Reitar Logtech Holdings Limited Announces Full Conversion and Extinguishment of US$2.2 Million in Senior Promissory Notes |
SIGNATURE
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.
| |
Reitar Logtech Holdings Limited |
| |
|
| |
By: |
/s/ Kin Chung Chan |
| |
Name: |
Kin Chung Chan |
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Title: |
Director, Chairman and Chief Executive Officer |
| |
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| Date: September 1, 2026 |
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Exhibit 99.1
REITAR LOGTECH HOLDINGS LIMITED ANNOUNCES FULL
CONVERSION AND EXTINGUISHMENT OF US$2.2 MILLION IN SENIOR PROMISSORY NOTES
HONG KONG, September 1, 2026 – Reitar Logtech
Holdings Limited (NASDAQ: RITR) (“Reitar” or the “Company”), a market leader in Hong Kong’s smart logistics
and automated warehousing sector, today announced that the two senior promissory notes issued by the Company in December 2025, in the
aggregate original principal amount of US$2,200,000, have been fully converted by the respective noteholders into the Company’s
Class A ordinary shares, par value US$0.00000005 per share (“Ordinary Shares”), and, as a result, have been fully satisfied,
cancelled and extinguished in their entirety.
As previously disclosed in the Company’s
Report on Form 6-K furnished to the U.S. Securities and Exchange Commission on December 30, 2025, on December 21, 2025 and December 24,
2025 the Company entered into Securities Purchase Agreements with, and issued senior promissory notes in the principal amount of US$1,100,000
each to, Crom Structured Opportunities Fund I, LP (“Crom”) and FirstFire Global Opportunities Fund, LLC (“FirstFire,”
and together with Crom, the “Investors”), respectively, for an aggregate purchase price of US$2,000,000 (collectively, the
“Notes”).
Between July 2026 and August 2026, the Company
received notices of conversion from the Investors and, in accordance with the terms of the Notes, issued Ordinary Shares to the Investors
upon each such conversion at the conversion price then in effect, calculated in accordance with the relevant terms in the Notes. As of
the date of this announcement, the entire outstanding balance under each Note, including principal, the original issue discount, and all
accrued and unpaid interest, has been converted in full. As a result, neither Note has any remaining outstanding principal, interest or
other amounts due and owing, and each Note has been fully satisfied, cancelled and extinguished in accordance with its terms, and the
Company has no senior promissory notes outstanding under the December 2025 private placement. No cash payment by the Company was required,
or made, in connection with the foregoing.
Mr. Chan Kin Chung, Chairman and Chief Executive
Officer of Reitar, commented: “We are pleased to announce the full conversion and extinguishment of both notes issued in December
2025. This outcome is a positive development for our balance sheet and for our shareholders: the Company has retired US$2.2 million of
indebtedness without expending any cash, thereby preserving our liquidity for the continued execution of our growth strategy. We believe
the elimination of this debt obligation removes a potential overhang on our capital structure and reflects the confidence of the Investors
in the Company’s long-term prospects.”
About Reitar Logtech Holdings Limited
Reitar Logtech Holdings Limited is a premier provider
of smart logistics and automated warehousing solutions headquartered in Hong Kong. The Company is one of the market leaders in Hong Kong’s
smart logistics and automated warehousing sector, committed to innovating the logistics industry through the integration of advanced robotics,
artificial intelligence, and data-driven analytics to enhance operational efficiency and create value for its clients across the supply
chain. The Company’s Ordinary Shares are listed on the Nasdaq Capital Market under the ticker symbol “RITR.”
Safe Harbor Statement
This press release contains “forward-looking
statements” within the meaning of the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act
of 1995. Statements that are not historical facts, including statements about the Company’s beliefs, plans and expectations regarding
the effects of the conversion and extinguishment of the notes described herein, its capital structure, liquidity, and future business
and financial performance, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties, and a
number of factors could cause actual results to differ materially from those contained in any forward-looking statement. In some cases,
forward-looking statements can be identified by words or phrases such as “may,” “will,” “expect,”
“anticipate,” “target,” “aim,” “estimate,” “intend,” “plan,” “believe,”
“potential,” “continue,” “is/are likely to” or other similar expressions. All information provided
in this press release is as of the date of this press release, and the Company undertakes no duty to update such information, except as
required under applicable law. Investors are encouraged to review the Company’s filings with the SEC, which are available at www.sec.gov,
for a discussion of factors that could cause actual results to differ materially from those anticipated.
Investor Relations
Reitar Logtech Holdings Limited
Unit 801, 8/F, Tower 2, The Quayside, 77 Hoi Bun
Road, Kwun Tong, Kowloon, Hong Kong
Email: info@reitar.io
Phone: +852 2554 5666
