Reitar Logtech Holdings Limited (RITRF) entered six subscription agreements for a private placement of 2,750,000 Class A ordinary shares for US$5,500,000, at an initial price of US$2.00 per share. One purchaser agreed to subscribe for 250,000 shares and each of the other five for 500,000. These share counts and per-share prices are stated on a post-Share Consolidation basis. Closing is expected on the third Business Day after the company delivers final written wire instructions and confirms the closing conditions are satisfied or waived, or on another date agreed in writing, subject to customary closing conditions.
If shareholders approve the proposed 10-for-1 consolidation at the November 2, 2026 EGM and it takes effect before the shares are issued, the share count and per-share price will be adjusted proportionally under the agreements. A 25-for-1 consolidation took effect under Cayman Islands law on September 3, 2026, but did not take effect for Nasdaq trading purposes. Nasdaq suspended trading on September 17, 2026, following a Staff Delisting Determination, and the company sought review before a Nasdaq Hearings Panel.
Reitar Logtech Holdings Ltd (RITRF) is asking shareholders to approve consolidating every 10 issued and unissued Class A shares into one Class A share and every 10 Class B shares into one Class B share at an extraordinary general meeting on November 2, 2026. Fractional entitlements would not be issued and would instead be rounded up to the next whole share. Under the proposal, authorized share capital would consist of 3,600,000,000 Class A shares and 400,000,000 Class B shares, with total share capital of US$50,000.
A second proposal would adopt a fifth amended and restated memorandum and articles of association, subject to approval of the consolidation, and take effect upon its effectiveness. Only shareholders registered in the company’s register of members at the close of business on October 1, 2026 are entitled to attend and vote.