DirectBooking signs $2.35M stock offering agreement

Immediately after the expected closing, ZDAI’s Class A ordinary shares issued and outstanding will total 12,992,639.

Rhea-AI Filing Summary

DirectBooking Technology Co., Ltd. (ZDAI) entered into a subscription agreement on October 8, 2026, to issue and sell 5,000,000 Class A ordinary shares at US$0.47 per share, for an aggregate purchase price of US$2,350,000. Closing is expected on a date mutually agreed by the company and the investors. The shares are unregistered and are being issued in an offshore transaction in reliance on the Regulation S exemption. Each investor represented, severally and not jointly, that it is not a U.S. Person under Regulation S. Immediately upon closing and issuance, the company will have 12,992,639 Class A ordinary shares issued and outstanding.

Filing Explained

The subscription is agreed but not yet closed; if completed, issuing 5,000,000 additional Class A shares would increase the share count and reduce existing holders’ percentage ownership, absent offsetting changes.

Key Figures

Class A ordinary shares to be issued: 5,000,000 shares Price per share: US$0.47 per share Aggregate purchase price: US$2,350,000 +2 more

5 metrics

Class A ordinary shares to be issued 5,000,000 shares Under the subscription agreement

Price per share US$0.47 per share Subscription agreement purchase price

Aggregate purchase price US$2,350,000 For the 5,000,000 purchased shares

Class A ordinary shares issued and outstanding 12,992,639 shares Immediately upon closing and issuance

Par value US$0.0008 per share Class A ordinary shares

Key Terms

Subscription Agreement, Regulation S, offshore transaction

3 terms

Subscription Agreement financial

"entered into a subscription agreement"

A subscription agreement is a legal contract in which an investor agrees to buy a specific number of a company’s shares or other securities under set terms, including price, payment method and conditions for closing the sale. It matters to investors because it legally locks in their purchase and the company’s obligations, determines ownership percentage and any investor rights, and can include conditions or promises that affect future control or returns—like signing a detailed purchase order for equity.

Regulation S regulatory

"exemption from the registration requirements"

Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.

offshore transaction regulatory

"being issued in an offshore transaction"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many ZDAI shares are included in the subscription agreement, and at what price?

The agreement covers 5,000,000 Class A ordinary shares at US$0.47 per share, for an aggregate purchase price of US$2,350,000.

How many ZDAI Class A ordinary shares will be issued and outstanding after closing?

Immediately upon closing and issuance, DirectBooking Technology Co., Ltd. will have 12,992,639 Class A ordinary shares issued and outstanding.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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

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Available on EDGAR 10/13/2026 - 04:30 PM EDT Accepted by SEC EDGAR 10/13/2026 - 04:30 PM EDT 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 October 2026

Commission File Number: 001-42181

DirectBooking Technology Co., Ltd.

(Registrant’s Name)

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 FORM 6-K REPORT

Entry into a Material Definitive Agreement

On October 8, 2026, DirectBooking Technology Co., Ltd., a Cayman Islands exempted company (the “Company”), entered into a subscription agreement (the “Subscription Agreement”) with certain investors (each an “Investor” and collectively, the “Investors”) relating to the issuance and sale of 5,000,000 class A ordinary shares (the “Purchased Shares”) of a par value of US$0.0008 each of the Company (the “Class A Ordinary Shares”), at US$0.47 per share for an aggregate purchase price of US$2,350,000 (the “PIPE Transaction”).

Pursuant to the Subscription Agreement, the closing of the PIPE Transaction is expected to take place on a date mutually agreed by the Company and the Investors (the “Closing Date”).

The issuance of the Purchased Shares has not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws. The Purchased Shares are being issued in an offshore transaction in reliance upon the exemption from the registration requirements of the Securities Act provided by 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.

Immediately upon the closing of the PIPE Transaction and the Company’s issuance of the Purchased Shares to the Investors, the Company will have a total of 12,992,639 Class A Ordinary Shares issued and outstanding.

The foregoing summary of the Subscription Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of such agreement, a copy of which is furnished as Exhibit 10.1 hereto and incorporated by reference herein.

EXHIBIT INDEX

Exhibit		Description
10.1		Form of Subscription Agreement

2

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.
Date: October 13, 2026	By:	/s/ Tan Yu
	Name:	Tan Yu
	Title:	Chief Executive Officer, Chairman of the Board and Director

3

Filing Exhibits & Attachments

1 document

Agreements & Contracts

• EX-10.1 EX-10.1 266.4 KB