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 October 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 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 ☐
COMPLETION OF PRIVATE PLACEMENT
As previously reported in the Report on Form 6-K
furnished by Reitar Logtech Holdings Limited (the “Company”) to the U.S. Securities and Exchange Commission on October 6,
2026 (the “Prior 6-K”), on October 2, 2026, the Company entered into six separate share subscription agreements (the “SSAs”)
with six non-U.S. investors (the “Purchasers”). The SSAs provide for a private placement of the Company’s Class A ordinary
shares, par value US$0.00000125 per share (the “Class A Ordinary Shares”).
On October 14, 2026, the Company completed the private
placement. It issued an aggregate of 2,750,000 Class A Ordinary Shares (the “Shares”) to the Purchasers at a price of US$2.00
per Share, for an aggregate purchase price of US$5,500,000. The Company intends to use the proceeds for general working capital purposes.
The Shares were issued in reliance on Regulation
S under the Securities Act of 1933, as amended (the “Securities Act”). The Shares have not been registered under the Securities
Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
Immediately following the issuance of the Shares,
the Company had 6,434,288 Class A Ordinary Shares and 672,400 Class B ordinary shares, par value US$0.00000125 per share, issued and outstanding.
On September 3, 2026, the Company effected a share
consolidation under Cayman Islands law, pursuant to which every twenty-five (25) Class A Ordinary Shares and Class B ordinary shares of
par value US$0.00000005 each were consolidated into one (1) share of the same class of par value US$0.00000125 each (the “Share
Consolidation”). All share numbers, per-share prices and par values set forth above are stated on a post-Share Consolidation basis.
As reported in the Prior 6-K, the Share Consolidation has not yet taken effect for trading purposes.
The foregoing description of the SSAs does not
purport to be complete and is qualified in its entirety by reference to the form of SSA filed as Exhibit 99.1 to the Prior 6-K, which
is incorporated herein by reference.
On October 14, 2026, the Company issued a press
release announcing the completion of the private placement. A copy of the press release is furnished as Exhibit 99.1 to this report.
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.
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Reitar Logtech Holdings Limited |
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By: |
/s/ Kin Chung Chan |
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Name: |
Kin Chung Chan |
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Title: |
Director, Chairman and Chief Executive Officer |
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| Date: October 14, 2026 |
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EXHIBIT INDEX
| Exhibit No. |
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Description |
| Exhibit 99.1 |
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Reitar Logtech Holdings Limited Announces Completion of US$5.5 Million Private Placement |
Exhibit 99.1
Reitar Logtech Announces Closing of US$5.5 Million
Private Placement
HONG KONG, October 14, 2026 — Reitar Logtech
Holdings Limited (OTC Pink: RITRF) (“Reitar” or the “Company”) today announced that it has completed its previously
announced private placement of the Company’s Class A ordinary shares, par value US$0.00000125 per share (the “Class A Ordinary
Shares”).
On October 2, 2026, the Company entered into six
separate share subscription agreements (the “SSAs”) with six non-U.S. investors (the “Purchasers”). Under the
SSAs, the Company issued an aggregate of 2,750,000 Class A Ordinary Shares (the “Shares”) to the Purchasers at a price of
US$2.00 per Share, for an aggregate purchase price of US$5,500,000. The Company intends to use the proceeds for general working capital
purposes.
The Shares were issued in reliance on Regulation
S under the Securities Act of 1933, as amended (the “Securities Act”). The Shares have not been registered under the Securities
Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
Immediately following the issuance of the Shares,
the Company had 6,434,288 Class A Ordinary Shares and 672,400 Class B ordinary shares, par value US$0.00000125 per share, issued and outstanding.
On September 3, 2026, the Company effected a share
consolidation under Cayman Islands law, pursuant to which every twenty-five (25) Class A ordinary shares and Class B ordinary shares of
par value US$0.00000005 each were consolidated into one (1) share of the same class of par value US$0.00000125 each (the “Share
Consolidation”). All share numbers, per-share prices and par values set forth above are stated on a post-Share Consolidation basis.
As previously reported by the Company, the Share Consolidation has not yet taken effect for trading purposes.
This press release does not constitute an offer
to sell, or a solicitation of an offer to buy, any securities. There will be no sale of these securities in any jurisdiction where such
an offer, solicitation or sale would be unlawful.
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.
Forward-Looking Statements
This press release contains forward-looking statements
within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These include statements about the intended use of proceeds,
the outcome of the Company’s appeal of the Nasdaq delisting determination and the processing of the Share Consolidation. Words such
as “may,” “will,” “expect,” “intend,” “believe,” “plan” and similar
expressions identify forward-looking statements. They are based on current expectations and involve risks and uncertainties that could
cause actual results to differ materially. These risks include the outcome of the Nasdaq hearing, the continued suspension or delisting
of the Company’s securities, and the other risks described in the Company’s filings with the U.S. Securities and Exchange
Commission. The Company undertakes no obligation to update any forward-looking statement, except as required by law.
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
