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 2025
Commission
File Number 001-42181
DirectBooking
Technology Co., Ltd.
Room
2912, 29/F., New Tech Plaza
34
Tai Yau Street
San
Po Kong
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 ☐
INFORMATION
CONTAINED IN THIS REPORT
Enter
into A Material Agreement in Connection with A PIPE Transaction
On
November 3, 2025, DirectBooking Technology Co., Ltd., a Cayman Islands exempted company (the “Company”), entered into
a securities purchase agreement (the “Securities Purchase Agreement”) with each of 16 non-U.S. investors (each
an “Investor” and collectively, the “Investors”) relating to the issuance and sale of 100,000,000
ordinary shares (the “Purchased Shares”), par value $0.00005 per ordinary share, of the Company (the “Ordinary
Shares”), at $0.15 per share for an aggregate purchase price of $15,000,000 (the “PIPE Transaction”).
Pursuant
to the Securities Purchase Agreement, the closing of the PIPE Transaction is expected to take place within three (3) business
days of the date of the Securities Purchase Agreement or such other business day mutually agreed by the parties when all necessary
documents have been executed and delivered and all closing conditions have been satisfied or waived (the “Closing Date”).
The
issuance of the Purchased Shares will not be registered under the Securities Act of 1933, as amended (the “Securities
Act”), or any state securities laws. The Purchased Shares will be issued in a private placement exempt from the registration
requirements of the Securities Act, pursuant to Section 4(a)(2) thereof and Regulation S promulgated thereunder. Each Investor has,
severally and not jointly, represented to the Company that it is not a “U.S. Person” under Regulation S, and has completed
the required certification.
Immediately
upon closing of the PIPE Transaction and the Company’s issuance of the Purchased Shares to the Investors, the Company will have
a total of 128,700,000 Ordinary Shares issued and outstanding.
The
Securities Purchase Agreement contains customary representations and warranties, agreements and obligations, conditions to closing and
termination provisions. The foregoing summaries of the Securities Purchase Agreement do not purport to be complete and are subject to,
and qualified in their entirety by, such document filed as Exhibits 10.1 hereto and incorporated by reference herein.
Termination
of Previous Securities Purchase Agreement and Supplemental Agreement
As
the Company previously reported on the current report on Form 6-K filed with the U.S. Securities and Exchange Commission on May 20, 2025,
the Company entered into certain securities purchase agreements (the “Previous SPA”), dated May 13, 2025, and certain
supplemental agreements (the “Previous Supplemental Agreements”), dated May 17, 2025, with certain purchasers in connection
with a contemplated private placement in reliance on Rule 902 of Regulation S (the “Previous Contemplated Transaction”).
The Company provided written termination notice, dated October 31, 2025, to the purchasers in the Previous Contemplated Transaction that
the Previous SPA and the Previous Supplemental Agreements be terminated pursuant to the terms and conditions thereunder.
This
report does not constitute an offer to sell, or the solicitation of an offer to buy, nor shall there be any sale of these securities
in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to the registration or qualification
under the securities laws of any such state or jurisdiction.
EXHIBIT
INDEX
| Exhibit
No. |
|
Description |
| 10.1 |
|
Securities
Purchase Agreement dated November 3, 2025 |
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.
| DirectBooking
Technology Co., Ltd. |
|
| |
|
|
| By: |
/s/
Tan Yu |
|
| Name: |
Tan Yu |
|
| Title: |
Chief Executive Officer and
Chairmen of the Board |
|
Date:
November 4, 2025
