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Highlights
- Investor waives registration rights and cancels USD 24,000,000 incremental warrants.
- Company issues USD 1,534,250 senior unsecured convertible notes with one-year maturity.
- New note issued through private placement under U.S. Securities Act exemptions.
Autozi Internet Technology (Global) Ltd. (Nasdaq:AZI), an automotive products and services company in China, announced that it has entered into material definitive agreements.
As previously disclosed, on February 19, 2025, Autozi entered into an Amended and Restated Securities Purchase Agreement and an Amended and Restated Registration Rights Agreement with JAK Opportunities XII LLC. Under the Amended SPA, the Company issued a senior unsecured convertible note and six incremental warrants, granting the investor the right to purchase additional senior unsecured convertible notes with an aggregate original principal amount of up to USD 24,000,000. The RRA required the company to file a registration statement with the Securities and Exchange Commission (SEC) for the resale of Class A ordinary shares issuable upon conversion of the notes. In line with this requirement, the Company filed a registration statement on Form F-1 with the SEC on April 30, 2025.
On September 19, 2025, the company and the investor entered into a Waiver and Release Agreement. Under this agreement, the Investor agreed to terminate its registration rights, waive any associated claims, and relinquish its right to future investments under the Incremental Warrants. In return, the company issued a new senior unsecured convertible note to the Investor.
The RRA was terminated in full, and all six outstanding Incremental Warrants, previously allowing purchases of up to USD 24,000,000 in additional convertible notes, have been cancelled. The New Note, issued to the investor, has an original principal amount of USD 1,534,250, bears no interest, and matures in one year.
The New Note was issued and sold in a private placement exempt from registration under the Securities Act of 1933, as amended.
The Class A ordinary shares issuable upon conversion of the New Note have not been registered under the Securities Act and cannot be offered or sold in the United States without registration or an applicable exemption.
