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Reitar Logtech Holdings Ltd

For the period ended Oct 6, 2026. Filed Oct 6, 2026.

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What a company based outside the US has published at home or sent to its shareholders. It is how many foreign companies share results and news between annual reports.

Oct 6, 2026 · Filed Oct 6, 2026

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Subscription Agreements

By written resolutions effective October 2 2026, the Board of Directors of Reitar Logtech Holdings Limited (the “Company”) authorized and approved the private placement of the Company’s Class A ordinary shares, par value US$0.00000125 per share (the “Class A Ordinary Shares”, and the shares sold in the private placement, the “Shares”) as described below (the “Offering”), approved the form of the six subscription agreements (each, an “SSA” and, collectively, the “SSAs”) and authorized the Company’s authorized signatories to negotiate, execute and deliver those SSAs and to allot and issue the Shares upon satisfaction of the applicable closing conditions, in each case up to an aggregate of 2,750,000 Class A Ordinary Shares and an aggregate purchase price of up to US$5,500,000.

On October 2, 2026, the Company entered into six separate SSAs with six investors (each, a “Purchaser”) in connection with a private placement of the Company’s Class A ordinary shares. The SSAs are substantially identical in form and differ only as to the identity of the Purchasers and, in one case, the number of Shares subscribed for and the corresponding purchase price.

Pursuant to the SSAs, and in reliance on Rule 902 of Regulation S (“Regulation S”) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), the Purchasers agreed to subscribe for and purchase an aggregate of 2,750,000 Class A Ordinary Shares for an aggregate purchase price of US$5,500,000, at an initial price of US$2.00 per Class A Ordinary Share (the “Subscription Price”). Other than one Purchaser who agreed to subscribe for 250,000 Class A Ordinary Shares at the Subscription Price, each of the other five Purchasers agreed to subscribe for 500,000 Class A Ordinary Shares at the Subscription Price. Each of the Purchasers confirmed that they were not residents of the United States and were not “U.S. persons” as defined in Rule 902(k) of Regulation S and were not acquiring the Class A Ordinary Shares for the account or benefit of any U.S. person. The entry into the Subscription Agreements and the transaction contemplated thereby have been approved by the Company’s board of directors.

The closing of the foregoing transactions contemplated is expected to take place remotely on the third Business Day after the Company has delivered final written wire instructions and confirmed in writing that the closing conditions set forth in the SSAs have been satisfied or waived, or on such other date as the Company and the Purchasers may agree in writing, subject to customary closing conditions.

The foregoing description of the SSAs is qualified in its entirety by reference to the full text of the SSAs. The form of SSA entered into with each of the five Purchasers is attached hereto as Exhibit 99.1.

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