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 OF THE
SECURITIES EXCHANGE ACT OF 1934
For
the month of March 2025
Commission
File Number 001-41573
HIGH-TREND
INTERNATIONAL GROUP
(Translation of registrant’s name into English)
60 Paya Lebar Road
#06-17 Paya Lebar Square
Singapore 409051
(65) 8304 8372
(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 ☐
Private
Placement Financing
On
March 10, 2025, High-Trend International Group (the “Company” or the “Registrant”) closed a private placement
with a company owned by Mr. Dong Zhang, the co- founder of the Company. Mr. Zhang, though his company, Speed Wealthy Ltd., purchased
1,699,618 Class A ordinary shares of the Company in consideration for $4,452,999 ($2.62 per share, the average closing price of the ordinary
shares for the preceding ten (10) consecutive trading days). This private placement transaction was approved unanimously by the board
of directors of the Company.
Under
the terms of the securities purchase agreement with Mr. Zhang’s company, the shares will be subject to a 36-month lock-up period,
during which they may not be sold, transferred, or otherwise disposed of. The Company does not have the obligation to register the shares.
The Company intends to use the proceeds from this financing for general working capital purposes.
The
form of the securities purchase agreement is attached hereto as exhibit 99.1 and incorporated herein by reference.
Issuance
of Press Release
On
March 11, 2025, the Company issued a press release announcing the entry of the Agreement. A copy of the press release is attached hereto
as Exhibit 99.2.
Financial
Statements and Exhibits.
(d)
Exhibits
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.
| Date: March 11, 2025 |
HIGH-TREND INTERNATIONAL GROUP |
| |
|
| |
/s/ Shixuan He |
| |
Shixuan He |
| |
Chief Executive Officer |
| |
(Principal Executive Officer) |
2
Exhibit 99.1
SECURITIES PURCHASE AGREEMENT
This SECURITIES PURCHASE AGREEMENT
(the “Agreement”) is dated as of March 9, 2025, by and between High-Trend International Group, a Cayman Islands company,
(the “Company”), and the purchaser identified on the signature page hereto (the “Purchaser”).
RECITALS
WHEREAS, the Company
and the Purchaser are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration
afforded by Section 4(2) of the Securities Act of 1933 (the “Securities Act”);
WHEREAS, the Company is offering certain class A ordinary shares,
par value $0.0001 per share (the “Ordinary Shares”) at price of $ $2.62 per share, which represents the average closing
price of the Company’s stock over the ten (10) consecutive trading days, including March 7, 2025, as published on Yahoo Finance.
WHEREAS, the Purchase
agrees to purchase the Ordinary Shares pursuant to the terms and subject to the conditions hereof.
NOW, THEREFORE, IN CONSIDERATION of
the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the Company and the Purchaser hereby agree as follows:
ARTICLE I
Purchase and Sale of the Shares
Section 1.1 Purchase
Price and Closing.
(a) Pursuant to the terms
and subject to conditions hereof, the Company agrees to issue and sell to the Purchaser and, in consideration of and in express reliance
upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchaser agrees to purchase for $2.62 per
share, which represents the average closing price of the Company’s stock over the ten (10) consecutive trading days, including March
7, 2025, as published on Yahoo Finance. per class A Ordinary Share, , such number of Ordinary Shares (each a “Share”
and collectively the “Shares”) as indicated and for an aggregate price as indicated on the signature page hereto (the
“Purchase Price”).
(b) Subject to all conditions
to closing being satisfied or waived, the closing of the purchase and sale of the Shares (the “Closing”) shall take
place remotely by electronic transfer of the closing deliverables or at such other location as the parties shall mutually agree, on the
date of the receipt by the Company of the Purchase Price (the “Closing Date”).
(c) Pursuant to the terms
and subject to conditions hereof, at the Closing the Company shall deliver or cause to be delivered to the Purchaser (i) a certificate
for the Shares, or in lieu of a physical certificate for the Shares, the evidence that the Company’s Transfer Agent, who is participating
in the Depository Trust Company (“DTC”) DTC Fast Automated Securities Transfer Program (“FAST”) or a similar program,
has deposited the Shares in a DRS account, and (ii) any other documents required to be delivered pursuant to this Agreement. At the time
of the Closing, the Purchaser shall have delivered its Purchase Price by wire transfer pursuant to the wire information contained in this
Agreement or by check.
ARTICLE II
Representations and Warranties
Section 2.1 Representations
and Warranties of the Company and its Subsidiaries. The Company hereby represents and warrants to the Purchaser on behalf of itself,
its Subsidiaries (as hereinafter defined), as of the date hereof (except as set forth on the Schedule of Exceptions attached hereto with
each numbered Schedule corresponding to the section number herein) and the date of the Closing, as follows:
(a) Organization, Good
Standing and Power. The Company is incorporated or otherwise organized, validly existing and in good standing under the laws of its
jurisdiction of incorporation or organization (as applicable), has the requisite corporate power to own, lease and operate its properties
and assets and to conduct its business as it is now being conducted. The Company is duly qualified to do business and is in good standing
in every jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary.
(b) Corporate Power;
Authority and Enforcement. The Company has the requisite corporate power and authority to enter into and perform its obligations under
this Agreement, and to issue and sell the Shares in accordance with the terms hereof. The execution, delivery and performance of this
Agreement by the Company and the consummation by it of the transactions contemplated hereby have been duly and validly authorized by all
necessary corporate action, and no further consent or authorization of the Company or its Board of Directors or shareholders is required,
except for any applicable NASDAQ notification (the “Nasdaq Notification”). This Agreement constitutes, or shall constitute
when executed and delivered, a valid and binding obligation of the Company enforceable against the Company in accordance with its terms,
except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, conservator
ship, receiver ship or similar laws relating to, or affecting generally the enforcement of, creditor’s rights and remedies or by
other equitable principles of general application.
(c) Capitalization.
The authorized capital stock of the Company is 500,000,000 Ordinary Shares with par value of $0.0001 each. The number of Ordinary
Shares issued and outstanding as of the date of this Agreement was 120,939,705.
(i) except as set forth in
Schedule 2.1 (c), no Ordinary Shares are entitled to preemptive, conversion or other rights and there are no outstanding options,
warrants, scrip, rights to subscribe to, call or commitments of any character whatsoever relating to, or securities or rights convertible
into, any shares of capital stock of the Company;
(ii) except as set forth in
Schedule 2.1 (c), there are no contracts, commitments, understandings, or arrangements by which the Company is or may become bound
to issue additional shares of capital stock of the Company or options, securities or rights convertible into shares of capital stock of
the Company;
(iii) except as set forth
in Schedule 2.1 (c), the Company is not a party to any agreement granting registration or anti-dilution rights to any person with
respect to any of its equity or debt securities; and
(iv) the Company is not a
party to, and it has no knowledge of, any agreement restricting the voting or transfer of any shares of the capital stock of the Company.
(d) Issuance of Shares.
The Shares to be issued at the Closing have been duly authorized by all necessary corporate action, when paid for or issued in accordance
with the terms hereof, shall be validly issued and outstanding, fully paid and non-assessable.
(e) Subsidiaries.
All of the direct and indirect subsidiaries of the Company and their respective jurisdictions of incorporation are set forth on Schedule
2.1(e). The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear
of any Liens.
(f) Commission Documents.
Except as set forth in Schedule 2.1 (f), the Company has filed all reports, schedules, forms, statements and other documents
required to be filed by it with the U.S. Securities and Exchange Commission (the “Commission” or “SEC”)
pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including
the Form 20-F and other material filed pursuant to Section 13(a) or 15(d) of the Exchange Act since May 2024 (all of the foregoing including
filings incorporated by reference therein being referred to herein as the “Commission Documents”). The Company has
not provided to the Purchaser any material non-public information or other information which, according to applicable law, rule or regulation,
was required to have been disclosed publicly by the Company but which has not been so disclosed, other than (i) with respect to the transactions
contemplated by this Agreement, or (ii) pursuant to a non-disclosure or confidentiality agreement signed by the Purchaser.
(g) No Material Adverse
Effect. As of October 31, 2023 till the date of this Agreement, the Company have not experienced or suffered any Material Adverse
Effect. For the purposes of this Agreement, “Material Adverse Effect” shall mean (i) any material adverse effect upon the
assets, properties, financial condition, business or prospects of the Company, and its Subsidiaries, when taken as a consolidated whole,
and/or (ii) any condition, circumstance, or situation that would prohibit or otherwise materially interfere with the ability of the Company
to perform any of its material covenants, agreements and obligations under this Agreement.
(h) No Undisclosed Liabilities.
Other than as disclosed in the Company’s Commission Documents to the knowledge of the Company, neither the Company, nor the Subsidiaries
has any liabilities, obligations, claims or losses (whether liquidated or unliquidated, secured or unsecured, absolute, accrued, contingent
or otherwise) other than those incurred in the ordinary course of the Company’s and the Subsidiaries’ respective businesses
and which, individually or in the aggregate, do not or would not have a Material Adverse Effect.
(i) No Undisclosed Events
or Circumstances. To the Company’s knowledge, no event or circumstance has occurred or exists with respect to the Company, the
Subsidiaries or their respective businesses, properties, operations or financial condition, which, under applicable law, rule or regulation,
requires public disclosure or announcement by the Company but which has not been so publicly announced or disclosed.
(j) Title to Assets.
Except where non-compliance would not have a Material Adverse Effect, each of the Company and the Subsidiaries has good and marketable
title to (i) all properties and assets purportedly owned or used by them as reflected in the financial statements (the “Financial
Statements”) included in the Commission Documents, and (ii) all properties and assets necessary for the conduct of their business
as currently conducted.
(k) Actions Pending.
There is no action, suit, claim, investigation, arbitration, alternate dispute resolution proceeding or any other proceeding pending or,
to the knowledge of the Company, threatened against or involving the Company which questions the validity of this Agreement or the transactions
contemplated hereby or thereby or any action taken or to be taken pursuant hereto or thereto. Except where the same would not have a Material
Adverse Effect, there is no action, suit, claim, investigation, arbitration, alternate dispute resolution proceeding or any other proceeding
pending or, to the knowledge of the Company, threatened against or involving the Company involving any of their respective properties
or assets.
(l) Compliance with
Law. The Company and the Subsidiaries have all franchises, permits, licenses, consents and other governmental or regulatory authorizations
and approvals necessary for the conduct of their respective business as now being conducted by it unless the failure to possess such franchises,
permits, licenses, consents and other governmental or regulatory authorizations and approvals, individually or in the aggregate, could
not reasonably be expected to have a Material Adverse Effect.
(m) No Violation. The
business of the Company and the Subsidiaries is not being conducted in violation of any Federal, state, local or foreign governmental
laws, or rules, regulations and ordinances of any of any governmental entity, except for possible violations which singularly or in the
aggregate could not reasonably be expected to have a Material Adverse Effect.
(n) No Conflicts.
The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated
herein do not and will not (i) violate any provision of the Company’s M&A, (ii) conflict with, or constitute a default (or an
event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment,
acceleration or cancellation of, any agreement, mortgage, deed of trust, indenture, note, bond, license, lease agreement, instrument or
obligation to which the Company is a party or by which it or its properties or assets are bound, (iii) create or impose a lien, mortgage,
security interest, pledge, charge or encumbrance (collectively, “Lien”) of any nature on any property of the Company
under any agreement or any commitment to which the Company is a party or by which the Company is bound or by which any of its respective
properties or assets are bound, or (iv) result in a violation of any federal, state, local or foreign statute, rule, regulation, order,
judgment or decree (including Federal and state securities laws and regulations) applicable to the Company or any of its subsidiaries
or by which any property or asset of the Company or any of its subsidiaries are bound or affected, provided, however,
that, excluded from the foregoing in relation to (iv) above are such conflicts, defaults, terminations, amendments, accelerations, cancellations
and violations as would not, individually or in the aggregate, have a Material Adverse Effect.
(o) Certain Fees.
No brokers fees, finders fees or financial advisory fees or commissions will be payable by the Company with respect to the transactions
contemplated by this Agreement.
(p) Intellectual Property.
Each of the Company and the Subsidiaries owns or has the lawful right to use all patents, trademarks, domain names (whether or not registered)
and any patentable improvements or copyrightable derivative works thereof, websites and intellectual property rights relating thereto,
service marks, trade names, copyrights, licenses and authorizations, and all rights with respect to the foregoing, which are necessary
for the conduct of their respective business as now conducted without any conflict with the rights of others, except where the failure
to so own or possess would not have a Material Adverse Effect.
(q) Material Agreements.
Any and all written or oral contracts, instruments, agreements, commitments, obligations, plans or arrangements, the Company and the Subsidiaries
is a party to, that a copy of which would be required to be filed with the Commission as an exhibit to the Company’s annual report
on Form 20-F (collectively, the “Material Agreements”) has previously been publicly filed with the Commission in the
Commission Documents. Each of the Company and the Subsidiaries has in all material respects performed all the obligations required to
be performed by them to date under the foregoing agreements, have received no notice of default and are not in default under any Material
Agreement now in effect the result of which would cause a Material Adverse Effect.
(s) Transactions with
Affiliates. Except as set forth in the Financial Statements or in the Commission Documents, there are no loans, leases, agreements,
contracts, royalty agreements, management contracts or arrangements or other continuing transactions between (a) the Company on the one
hand, and (b) on the other hand, any officer, employee, consultant or director of the Company or any member of the immediate family of
such officer, employee, consultant, director or shareholder or any corporation or other entity controlled by such officer, employee, consultant,
director or shareholder, or a member of the immediate family of such officer, employee, consultant, or director.
Section 2.2 Representations
and Warranties of the Purchaser. The Purchaser hereby makes the following representations and warranties to the Company as of the
date hereof and the date of the Closing:
(a) No Conflicts.
The execution, delivery and performance of this Agreement and the consummation by the Purchaser of the transactions contemplated hereby
or relating hereto do not conflict with, or constitute a default (or an event which with notice or lapse of time or both would become
a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of any agreement, indenture or
instrument or obligation to which the Purchaser is a party or by which its properties or assets are bound, or result in a violation of
any law, rule, or regulation, or any order, judgment or decree of any court or governmental agency applicable to the Purchaser or its
properties (except for such conflicts, defaults and violations as would not, individually or in the aggregate, have a material adverse
effect on the Purchaser). The Purchaser is not required to obtain any consent, authorization or order of, or make any filing or registration
with, any court or governmental agency in order for it to execute, deliver or perform any of its obligations under this Agreement, provided,
that for purposes of the representation made in this sentence, the Purchaser is assuming and relying upon the accuracy of the relevant
representations and agreements of the Company herein.
(b) Business and Financial
Experience. The Purchaser is an accredited investor and has such knowledge, sophistication and experience in business and financial
matters so as to be capable of evaluating the merits and risks of the prospective investment in the Shares, and has so evaluated the merits
and risks of such investment.
(c) Reliance on Exemptions.
The Purchaser understands that the Shares are being offered and sold to it in reliance upon specific exemptions from the registration
requirements of United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the
Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set
forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Shares.
(d) Information.
The Purchaser and its advisors, if any, have had the opportunity to ask questions of management of the Company and its Subsidiaries and
have been furnished with all information relating to the business, finances and operations of the Company and its Subsidiaries and information
relating to the offer and sale of the Shares which have been requested by the Purchaser or its advisors. Neither such inquiries nor any
other due diligence investigation conducted by the Purchaser or any of its advisors shall modify, amend or affect the Purchaser’s
right to rely on the representations and warranties of the Company contained herein. The Purchaser further represents to the Company that
the Purchaser’s decision to enter into this Agreement has been based solely on the independent evaluation of the Purchaser.
(e) Restricted Shares.
(1) The Purchaser understands
that the Shares have not been registered under the Securities Act, by reason of a specific exemption from the registration provisions
of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s
representations as expressed herein. The Purchaser understands that the Shares are “restricted securities” under applicable
U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Shares indefinitely unless they are
registered with the SEC, or an exemption from such registration requirements is available. The Purchaser acknowledges that the Company
has no obligation to register the Shares for resale. The Purchaser further acknowledges that if an exemption from registration is available,
it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Shares,
and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation
and may not be able to satisfy. The Purchaser understands that this offering is not intended to be part of the public offering, and that
the Purchaser will not be able to rely on the protection of Section 11 of the Securities Act.
(2) The Purchaser acknowledges
that the Purchaser is familiar with Rule 144 of the rules and regulations of the Commission, as amended, promulgated pursuant to the Securities
Act (“Rule 144”), and that the Purchaser has been advised that Rule 144, as applicable, permits resales only
under certain circumstances. The Purchaser understands that to the extent that Rule 144 is not available, the Purchaser will be unable
to sell any Shares without either registration under the Securities Act or the existence of another exemption from such registration requirement.
(3) The Purchaser hereby
acknowledges that upon the issuance thereof, and until such time as the same is no longer required under the applicable securities laws
and regulations, any certificates representing the Shares and the underlying securities will bear a restrictive legend pursuant to applicable
laws and may include language substantially similar to the below:
“THE SECURITIES REFERENCED HEREIN
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION
WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED
THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT
OF 1933.”
In the event the Shares are
deposited in DRS account, the DRS shall be subject to similar instructions reflecting the restricted nature of such Shares.
(4) Notwithstanding anything
to the contrary contained herein, the Purchaser hereby agrees that during a period of thirty-six (36) months commencing on the Closing
Date (the “Lock-Up Period”), the Purchaser will not, directly or indirectly, on his, her or its own behalf, or on behalf of
entities, family members or trusts affiliated with or controlled by him, her or it, offer, sell, agree to offer or sell, solicit offers
to purchase, grant any call option or purchase any put option with respect to, pledge, borrow or otherwise dispose of the Shares.
The Purchaser hereby authorizes
the Company during the Lock-Up Period to cause any transfer agent for the Shares to decline to transfer, and to note stop transfer restrictions
on the stock register and other records, consistent with the terms of this Agreement, relating to, the Shares for which the Purchaser
is the record holder.
(f) No General Solicitation.
The Purchaser acknowledges that the Shares were not offered to such Purchaser by means of any form of general or public solicitation or
general advertising, or publicly disseminated advertisements or sales literature, including (i) any advertisement, article, notice or
other communication published in any newspaper, magazine, or similar media, or broadcast over television or radio, or (ii) any seminar
or meeting to which such Purchaser was invited by any of the foregoing means of communications.
(g) Brokers. The
Purchaser does not have any knowledge of any brokerage or finder’s fees or commissions that are or will be payable by the Company
to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other person or entity with respect
to the transactions contemplated by this Agreement.
(h) Purchase for Own
Account. The Purchaser (a) is purchasing the Shares for its own account (not as a nominee or agent) for investment purposes only and
not with an intent or view to, or for, resale, distribution, or fractionalization thereof, in whole or in part, (b) has no present arrangement
or intention to sell or distribute the Shares, or to grant participation in the Shares, and (c) does not have any contract, undertaking,
agreement, or arrangement with any person to sell, transfer, or grant participation to such person, or to any third person, with respect
to any of the Shares.
ARTICLE III
CONDITIONS
Section 3.1 Conditions
Precedent to the Obligation of the Company to Sell the Shares. The obligation hereunder of the Company to issue and sell the Shares
is subject to the satisfaction or waiver, at or before the Closing, of each of the conditions set forth below. These conditions are for
the Company’s sole benefit and may be waived by the Company at any time in its sole discretion.
(a) Accuracy of the
Purchaser’s Representations and Warranties. The representations and warranties of the Purchaser in this Agreement shall be true
and correct in all material respects as of the date when made and as of the Closing Date as though made at that time, except for representations
and warranties that are expressly made as of a particular date, which shall be true and correct in all material respects as of such date.
(b) Performance by the
Purchaser. The Purchaser shall have performed, satisfied and complied in all respects with all covenants, agreements and conditions
required by this Agreement to be performed, satisfied or complied with by such Purchaser at or prior to the Closing.
(c) No Injunction.
No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed
by any court or governmental authority of competent jurisdiction which prohibits the consummation of any of the transactions contemplated
by this Agreement.
(d) Nasdaq Notification.
The Company has filed the Nasdaq Notification and concluded that Nasdaq’s Listing Rule 5250(e)(2) has been completed in connection with
the issuance of the Shares.
(e) Delivery of Purchase
Price. The Purchase Price for the Shares shall have been delivered to the Company.
(f) Delivery of this
Agreement. This Agreement shall have been duly executed and delivered by the Purchaser to the Company.
Section 3.2 Conditions
Precedent to the Obligation of the Purchaser to Purchase the Shares. The obligation hereunder of the Purchaser to acquire and pay
for the Shares offered herby is subject to the satisfaction or waiver, at or before the Closing, of each of the conditions set forth below.
These conditions are for the Purchaser’s sole benefit and may be waived by such Purchaser at any time in its sole discretion.
(a) Accuracy of the
Company’s Representations and Warranties. Each of the representations and warranties of the Company in this Agreement shall
be true and correct in all respects as of the date when made and as of the Closing Date as though made at that time, except for representations
and warranties that are expressly made as of a particular date, which shall be true and correct in all respects as of such date.
(b) Performance by the
Company. The Company shall have performed, satisfied and complied in all respects with all covenants, agreements and conditions required
by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing.
(c) No Injunction.
No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed
by any court or governmental authority of competent jurisdiction which prohibits the consummation of any of the transactions contemplated
by this Agreement.
(d) No Proceedings or
Litigation. No action, suit or proceeding before any arbitrator or any governmental authority shall have been commenced, and no investigation
by any governmental authority shall have been threatened, against the Company, or any of the officers, directors or affiliates of the
Company seeking to restrain, prevent or change the transactions contemplated by this Agreement, or seeking damages in connection with
such transactions.
(e) Resolutions.
The Board of Directors of the Company shall have adopted resolutions consistent with Section 2.1(b) hereof in a form reasonably acceptable
to such Purchaser (the “Resolution”).
(f) Material Adverse
Effect. No Material Adverse Effect shall have occurred at or before the Closing Date.
ARTICLE IV
Indemnification
Section 4.1 General
Indemnity. The Company agrees to indemnify and hold harmless the Purchaser (and its directors, officers, managers, partners, members,
shareholders, affiliates, agents, successors and assigns) from and against any and all losses, liabilities, deficiencies, costs, damages
and expenses (including, without limitation, reasonable attorneys’ fees, charges and disbursements) incurred by the Purchaser as
a result of any inaccuracy in or breach of the representations, warranties or covenants made by the Company herein. The Purchaser agrees
to indemnify and hold harmless the Company and its directors, officers, affiliates, agents, successors and assigns from and against any
and all losses, liabilities, deficiencies, costs, damages and expenses (including, without limitation, reasonable attorneys’ fees,
charges and disbursements) incurred by the Company as a result of any inaccuracy in or breach of the representations, warranties or covenants
made by the Purchaser herein. The maximum aggregate liability of the Purchaser pursuant to its indemnification obligations under this
Article V shall not exceed the Purchase Price paid by the Purchaser hereunder. In no event shall any “Indemnified Party” (as
defined below) be entitled to recover consequential or punitive damages resulting from a breach or violation of this Agreement.
Section 4.2 Indemnification
Procedure. Any party entitled to indemnification under this Article IV (an “Indemnified Party”) will give written
notice to the indemnifying party of any matters giving rise to a claim for indemnification; provided, that the failure of
any party entitled to indemnification hereunder to give notice as provided herein shall not relieve the indemnifying party of its obligations
under this Article V except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. In case any
action, proceeding or claim is brought against an Indemnified Party in respect of which indemnification is sought hereunder, the indemnifying
party shall be entitled to participate in and, unless in the reasonable judgment of the Indemnified Party a conflict of interest between
it and the indemnifying party may exist with respect of such action, proceeding or claim, to assume the defense thereof with counsel reasonably
satisfactory to the Indemnified Party. In the event that the indemnifying party advises an Indemnified Party that it will contest such
a claim for indemnification hereunder, or fails, within thirty (30) days of receipt of any indemnification notice to notify, in writing,
such person of its election to defend, settle or compromise, at its sole cost and expense, any action, proceeding or claim (or discontinues
its defense at any time after it commences such defense), then the Indemnified Party may, at its option, defend, settle or otherwise compromise
or pay such action or claim. In any event, unless and until the indemnifying party elects in writing to assume and does so assume the
defense of any such claim, proceeding or action, the Indemnified Party’s costs and expenses arising out of the defense, settlement
or compromise of any such action, claim or proceeding shall be losses subject to indemnification hereunder. The Indemnified Party shall
cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying
party and shall furnish to the indemnifying party all information reasonably available to the Indemnified Party which relates to such
action or claim. The indemnifying party shall keep the Indemnified Party fully apprised at all times as to the status of the defense or
any settlement negotiations with respect thereto. If the indemnifying party elects to defend any such action or claim, then the Indemnified
Party shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense. The indemnifying party
shall not be liable for any settlement of any action, claim or proceeding effected without its prior written consent, provided, however,
that the indemnifying party shall be liable for any settlement if the indemnifying party is advised of the settlement but fails to respond
to the settlement within thirty (30) days of receipt of such notification. Notwithstanding anything in this Article V to the contrary,
the indemnifying party shall not, without the Indemnified Party’s prior written consent, settle or compromise any claim or consent
to entry of any judgment in respect thereof which imposes any future obligation on the Indemnified Party or which does not include, as
an unconditional term thereof, the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in
respect of such claim.
ARTICLE V
Miscellaneous
Section 5.1 Fees and
Expenses. Except as otherwise set forth in this Agreement, each party shall pay the fees and expenses of its advisors, counsel, accountants
and other experts, if any, and all other expenses, incurred by such party incident to the negotiation, preparation, execution, delivery
and performance of this Agreement.
Section 5.2 Consent
to Jurisdiction. Each of the Company and the Purchaser (i) hereby irrevocably submits to the jurisdiction of the United States District
Court sitting in the Southern District of New York and the courts of the State of New York located in New York County for the purposes
of any suit, action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby or thereby and
(ii) hereby waives, and agrees not to assert in any such suit, action or proceeding, any claim that it is not personally subject to the
jurisdiction of such court, that the suit, action or proceeding is brought in an inconvenient forum or that the venue of the suit, action
or proceeding is improper.
Section
5.3 Entire Agreement; Amendment. This Agreement contains the entire understanding and agreement of the parties with respect
to the matters covered hereby and, except as specifically set forth herein, neither the Company nor any of the Purchaser makes any representations,
warranty, covenant or undertaking with respect to such matters and they supersede all prior understandings and agreements with respect
to said subject matter, all of which are merged herein. No provision of this Agreement may be waived or amended other than by a written
instrument signed by the Company and the Purchaser, and no provision hereof may be waived other than by a written instrument signed by
the party against whom enforcement of any such waiver is sought.
Section 5.4 Notices.
All notices, demands, consents, requests, instructions and other communications to be given or delivered or permitted under or by reason
of the provisions of this Agreement or in connection with the transactions contemplated hereby shall be in writing and shall be deemed
to be delivered and received by the intended recipient as follows: (i) if personally delivered, on the business day of such delivery (as
evidenced by the receipt of the personal delivery service), (ii) if mailed certified or registered mail return receipt requested, two
(2) business days after being mailed, (iii) if delivered by overnight courier (with all charges having been prepaid), on the business
day of such delivery (as evidenced by the receipt of the overnight courier service of recognized standing), or (iv) if delivered by facsimile
transmission, on the business day of such delivery if sent by 6:00 p.m. in the time zone of the recipient, or if sent after that time,
on the next succeeding business day (as evidenced by the printed confirmation of delivery generated by the sending party’s telecopier
machine). If any notice, demand, consent, request, instruction or other communication cannot be delivered because of a changed address
of which no notice was given (in accordance with this Section 6.4), or the refusal to accept same, the notice, demand, consent, request,
instruction or other communication shall be deemed received on the second business day the notice is sent (as evidenced by a sworn affidavit
of the sender). All such notices, demands, consents, requests, instructions and other communications will be sent to the following addresses
or facsimile numbers as applicable:
If to the Company:
High-Trend International Group
60 Paya Lebar Road #06-17
Paya Lebar Square, Singapore 409051
If to Purchaser:
The address listed on the
Purchaser’s signature page.
Any party hereto may from
time to time change its address for notices by giving at least ten (10) days written notice of such changed address to the other party
hereto.
Section 5.5 Waivers.
No waiver by any party of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be
a continuing waiver in the future or a waiver of any other provisions, condition or requirement hereof, nor shall any delay or omission
of any party to exercise any right hereunder in any manner impair the exercise of any such right accruing to it thereafter.
Section 5.6 Headings.
The section headings contained in this Agreement (including, without limitation, section headings and headings in the exhibits and schedules)
are inserted for reference purposes only and shall not affect in any way the meaning, construction or interpretation of this Agreement.
Any reference to the masculine, feminine, or neuter gender shall be a reference to such other gender as is appropriate. References to
the singular shall include the plural and vice versa.
Section 5.7 Successors
and Assigns. This Agreement may not be assigned by a party hereto without the prior written consent of the other party hereto, as
applicable, provided, however, that, subject to federal and state securities laws, the Purchaser may assign its
rights and delegate its duties hereunder in whole or in part to an affiliate or to a third party acquiring a part of all of its Shares
in a private transaction without the prior written consent of the Company, after notice duly given by the Purchaser to the Company provided,
that no such assignment or obligation shall affect the obligations of the Purchaser hereunder and that such assignee agrees in writing
to be bound, with respect to the transferred securities, by the provisions hereof that apply to the Purchaser. The provisions of this
Agreement shall inure to the benefit of and be binding upon the respective permitted successors and assigns of the parties. Nothing in
this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors
and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided in this
Agreement.
Section 5.8 Governing
Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without giving
effect to any of the conflicts of law principles which would result in the application of the substantive law of another jurisdiction.
This Agreement shall not be interpreted or construed with any presumption against the party causing this Agreement to be drafted.
Section 5.9 Survival.
The representations and warranties of the Company and the Purchaser shall survive the execution and delivery hereof and the Closing hereunder
for a period of two (2) years following the Closing Date.
Section 5.10 Counterparts.
This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and, all
of which taken together shall constitute one and the same Agreement and shall become effective when counterparts have been signed by each
party and delivered to the other parties hereto, it being understood that all parties need not sign the same counterpart.
Section 5.11 Severability.
The provisions of this Agreement are severable and, in the event that any court of competent jurisdiction shall determine that any one
or more of the provisions or part of the provisions contained in this Agreement shall, for any reason, be held to be invalid, illegal
or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision or part of a provision
of this Agreement and such provision shall be reformed and construed as if such invalid or illegal or unenforceable provision, or part
of such provision, had never been contained herein, so that such provisions would be valid, legal and enforceable to the maximum extent
possible.
Section 5.12 Termination.
This Agreement may be terminated prior to Closing by mutual written agreement of the Purchaser and the Company.
[Remainder of Page Intentionally Left Blank;
Signature Pages Follow]
IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be duly executed by their respective authorized officer as of the date first above written.
| |
High-Trend International Group |
| |
|
| |
By: |
|
| |
Name: |
Shixuan He |
| |
Title: |
Chief Executive Officer |
[Signature Page of the Company]
Signature Page of the Purchaser
IN WITNESS WHEREOF, the Purchaser
has caused this Agreement to be duly executed individually or by its authorized officer or member as of the date first above written.
The Purchaser:
Speed Wealthy Ltd.
| By: |
|
|
| Name: |
Dong Zhang |
|
| Title: |
Director |
|
Number of Shares Purchased: 1,699,618
Total Purchase Price: US$4,452,999
| Address: 60 Paya Lebar Road #06-17 Paya Lebar Square, Singapore 409051Email |
| Email: tony@tsl-group.com |
Schedule 2.1(c)
Capitalization
| (i) | 24,045,181 warrant shares exercisable with High-Trend Holding USA LLC (“High-Trend”) under the Security Purchase Agreement
dated September 16, 2024. The Company is required to obtain written consent from High-Trend for any sales of equity and assets. |
Schedule 2.1(e)
Subsidiaries
| Subsidiary |
Jurisdiction of Incorporation |
| Caravelle Group Co., Ltd |
Cayman Islands |
| SGEX Group Co., Ltd |
British Virgin Islands |
| Singapore Garden Technology Pte. Ltd. |
Singapore |
| Topsheen Shipping Group Corporation |
Samoa |
| Topsheen Shipping Singapore Pte. Ltd. |
Singapore |
| Topsheen Bulk Singapore Pte. Ltd. |
Singapore |
Schedule 2.1(f)
Commission Documents
None.
15
Exhibit 99.2
High-Trend
International Group Announces the Completion of a $4,452,999 Private Placement of Ordinary Shares to Its Co-Founder, Mr. Dong Zhang
At a Price of $2.62 Per Share with a Three-year Lock-up
SINGAPORE,
March 11, 2025 / PRNewswire — High-Trend International Group (NASDAQ: HTCO) (the “Company”), an international shipping
company, today announced that Mr. Dong Zhang, a co-founder of the Company, has reaffirmed his commitment to the Company’s long-term
growth through a substantial equity investment. Mr. Zhang, acting through his company, Speed Wealthy Ltd., has entered into a securities
purchase agreement to acquire 1,699,618 Class A ordinary shares of High-Trend at a price of US$4,452,999, or $2.62 per share, the average
closing price of the Company’s ordinary shares over the ten (10) consecutive trading days ending on March 7, 2025.
This
transaction underscores Mr. Zhang’s unwavering confidence in the Company’s strategic direction, operational resilience, and
future value creation potential. Under the terms of the agreement, the acquired shares will be subject to a 36-month lock-up period,
during which they cannot be sold, transferred, or otherwise disposed of. The Company intends to use the proceeds from this financing
for general working capital purposes. The transaction was unanimously approved by the Company’s Board of Directors.
“This
investment reflects the profound belief of High-Trend key shareholder on our company’s vision,” said Mr. Shixuan He, CEO
of the Company “As a co-founder of the Company, Mr. Zhang remain deeply invested in the Company’s success and confident that
our strategic initiatives will continue to drive value for all stakeholders.”
About
High-Trend International Group
High-Trend
is an international shipping company.
Forward
Looking Statements
This
announcement contains “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. These statements are made under the “safe harbor” provisions of the
U.S. Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact, including, without
limitation, those with respect to the objectives, plans and strategies of the Company set forth herein and those preceded by or that
include the words “believe,” “expect,” “anticipate,” “future,”
“will,” “intend,” “plan,” “estimate” or similar expressions,
are “forward-looking statements”. Such statements include, but are not limited to risks detailed in the
Company’s filings with the U.S. Securities and Exchange Commission, including its Annual Report on Form 20-F for the fiscal
year ended October 31, 2023. These forward-looking statements involve a number of risks and uncertainties, which could cause the
Company’s future results to differ materially from those anticipated. Should one or more of these risks or uncertainties
materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or
anticipated by such forward-looking statements. All information provided in this press release is as of the date of the publication,
and the Company does not undertake any obligation to update any forward-looking statement, except as required under applicable
law.
High-Trend
International Group
#06-17
PAYA LEBAR SQUARE
60
PAYA LEBAR ROAD
SINGAPORE
409051
Attention:
Tracy Xia
Email:
tracyxia@htcoint.com
Grafico Azioni High Trend (NASDAQ:HTCO)
Storico
Da Mar 2025 a Apr 2025
Grafico Azioni High Trend (NASDAQ:HTCO)
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