UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered | ||
| N/A | N/A | N/A |
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Item 1.01 Entry into a Material Definitive Agreement.
Effective January 20, 2025, AsiaFIN Holdings Corp., Inc., a Nevada corporation, (the “Company”) and certain individual investors (the “Subscribers”) entered into subscription agreements (each, a “Subscription Agreement”) pursuant to which the Company agreed to sell an aggregate of 364,000 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) to the Subscribers for an aggregate purchase price of $327,600, or $0.90 per share of Common Stock (the “Offering”).
The issuance of the Shares pursuant to the Subscription Agreement was exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to the exemption for transactions by an issuer not involving any public offering under Section 4(a)(2) of the Securities Act, Rule 506 under Regulation D of the Securities Act and/or Regulation S under the Securities Act and in reliance on similar exemptions under applicable state laws. Each of the Subscribers represented that it is not domiciled in the United States; acquired the Shares for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof. The Shares were offered without any general solicitation by the Company or its representatives. In each transaction exempt under Regulation S, the offers and sales were made in offshore transactions and no directed selling efforts were made in the U.S. In each case, offering restrictions were imposed.
The Subscription Agreement discussed above contains customary representations, warranties, conditions and agreements in connection with the Offering. They are not intended to provide any other factual information about the Company. The representations, warranties and covenants contained in the Subscription Agreement are made only for purposes of such agreements and as of specific dates, are solely for the benefit of the parties to such agreements and may be subject to limitations agreed upon by the contracting parties.
The foregoing description of the Subscription Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the form of the Subscription Agreement which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
Item 3.02 Unregistered Sales of Equity Securities.
The information contained above in Item 1.01 is hereby incorporated by reference into this Item 3.02.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Form of Subscription Agreement between AsiaFIN Holdings Corp. and the Subscribers. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| ASIAFIN HOLDINGS CORP. | ||
| Date: January 20, 2025 | By: | /s/ Wong Kai Cheong |
| Wong Kai Cheong | ||
| Title: | Chief Executive Officer President, Director, Secretary and Treasurer | |
| (Principal Executive Officer) | ||
| Date: January 20, 2025 | By: | /s/ Cham Hui Yin |
| Cham Hui Yin | ||
| Title: | Finance Manager | |
| (Principal Financial Officer and Principal Accounting Officer) | ||