The document is a Form 6-K filed with the U.S. Securities and Exchange Commission (SEC) by MicroCloud Hologram Inc. for the month of August 2024. This form is used by foreign companies to report material events or corporate changes that are significant for their investors and shareholders.
Convertible Note Purchase Agreement:
- On August 12, 2024, MicroCloud Hologram Inc. entered into agreements with certain accredited investors to issue and sell unsecured convertible notes. The total amount could be up to $30,000,000, with the first tranche of $18,000,000 already issued.
- The notes can be converted into the company’s ordinary shares at a formula-based conversion price. However, there is a cap on ownership: investors cannot convert the notes if it would result in them owning more than 9.9% of the company’s shares.
- There are also terms for the notes’ redemption and interest rates in case of default.
Registration Rights Agreement:
- The company agreed to file a registration statement with the SEC to allow the resale of the ordinary shares issued upon conversion of the notes. This must be done within a specified time after a request from the noteholders.
Alternate Conversion Share Lock-Up Agreement:
- Investors are restricted from selling any shares acquired through an alternative conversion for 360 days after the initial issuance. This lock-up is to prevent a sudden influx of shares into the market, which could affect the stock price.
Official SEC Filing:
https://www.sec.gov/Archives/edgar/data/1841209/000182912624005538/microcloud_6k.htm
