SoFi CEO enters prepaid forward contract on 1.5 million shares
Primega Group Holdings Limited has entered into securities purchase agreements with ten individual investors, according to a regulatory filing with the SEC. On May 13, 2025, the company, which is a Cayman Islands exempted entity, agreed to sell approximately 25.33 million ordinary shares at $0.45 each, resulting in total proceeds of around $11.4 million.
The agreements were subsequently amended on May 17, 2025, through supplemental agreements. This private placement relies on Regulation S under the Securities Act of 1933, indicating that the shares are being sold outside the United States and the purchasers are not U.S. persons as defined in the rule.
The purchasers have asserted that they are not U.S. residents nor acquiring the shares for the account or benefit of any U.S. person. The company’s board of directors has approved the securities purchase agreements and supplemental agreements.
Primega Group anticipates the closing of the transaction will occur on a mutually agreed date between the company and the purchasers. The terms of the agreements are detailed in exhibits attached to the SEC filing, which provide the complete context for the private placement.
This move to secure additional funding through a private placement comes as the company seeks to expand its capital base. The filing, dated May 19, 2025, was signed by Man Siu Ming, the Chief Executive Officer and Director of Primega Group Holdings Limited.
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