SC 13D

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13D-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(a)

Hanryu Holdings, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

411292105

(CUSIP Number)

Pang Zhang-Whitaker

Carter Ledyard & Milburn LLP

28 Liberty Street, 41^st Floor

New York, NY 10005

1 212 238 8844

(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)

December 7, 2023

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rules 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No : 411292105 Page 2 of 8

1.	NAMES OF REPORTING PERSONS Hang Muk Shin
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3.	SEC USE ONLY
4.	SOURCE OF FUNDS PF
5.	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Republic of Korea

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	7.	SOLE VOTING POWER 3,897,555
	8.	SHARED VOTING POWER     3,038,309
	9.	SOLE DISPOSITIVE POWER 3,897,555
	10.	SHARED DISPOSITIVE POWER 3,038,309

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,935,864
12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.13% 1
14.	TYPE OF REPORTING PERSON IN

(1) Based on 52,808,589 issued and outstanding Shares as of September 30, 2023, as reported on the Issuer’s 10-Q filed on November 17, 2023.

CUSIP No : 411292105 Page 3 of 8

1.	NAMES OF REPORTING PERSONS Sewang Co., Ltd.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3.	SEC USE ONLY
4.	SOURCE OF FUNDS PF
5.	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Republic of Korea

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	7.	SOLE VOTING POWER 0
	8.	SHARED VOTING POWER     3,038,309
	9.	SOLE DISPOSITIVE POWER 0
	10.	SHARED DISPOSITIVE POWER 3,038,309

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,038,309
12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.75%1
14.	TYPE OF REPORTING PERSON CO

(1)  Based on 52,808,589 issued and outstanding Shares as of September 30, 2023, as reported on the Issuer’s 10-Q filed on November 17, 2023.

Page 4 of 8

This Statement is being filed by the Reporting Persons (as defined below) to report holdings by the Reporting Persons of Shares of the Issuer (both as defined below).

Item 1. Security and Issuer

This statement relates to shares of common stock, par value $.001 per share (the “Shares”) of Hanryu Holdings, Inc., a Delaware Corporation (the “Issuer”). The Issuer’s principal executive offices are located at 160, Yeouiseo-ro, Yeongdeungpo-gu, Seoul, Republic of Korea 07231.

Item 2. Identity and Background

Reporting Person: Hang Muk Shin

(a) Name: Hang Muk Shin (“Mr. Shin”)

(b) Residence or business address:110-904, 13-10, Seochodaero 65 gil, Seocho-gu, Seoul, Korea. 

(c) Present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted: lawyer; Lawfirm Daehwa, 9th floor, 140, Sapyoung-daero, Seocho-gu, Seoul, Korea.

(d) The Reporting Person has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) The Reporting Person has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal o state securities laws or finding any violation with respect to such laws; and, if so, identify and describe such proceedings and summarize the terms of such judgment, decree or final order.

(f) The Reporting Person is a citizen of Republic of Korea.

Reporting Entity: Sewang Co., Ltd. (together with Mr. Shin, the “Reporting Persons”).

(a) Name: Sewang Co., Ltd. (“Sewang”)

(b) State of organization: Republic of Korea

(c) Principal business and address of its principal office: D 43, 6th floor, 602, Yeongdong-daero, Gangnam-gu, Seoul, Korea.

The Reporting Person owns 82.56% equity interests in the Reporting Entity and may be deemed to have beneficial control of the Shares held by the Reporting Entity.

Mr. Jung Shin Kong is the executive director and CEO of the Reporting Entity, a citizen of the Republic of Korea.

Page 5 of 8

(d) Neither the Reporting Entity nor any manager or executive officer of the Reporting Entity, has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) Neither the Reporting Entity nor any manager or executive officer of the Reporting Entity has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws; and, if so, identify and describe such proceedings and summarize the terms of such judgment, decree or final order.

Item 3. Source and Amount of Funds or Other Consideration

Pursuant to a Share Sale and Purchase Agreement (the “Shin SPA”) dated as of November 1, 2023 between Mr. Shin and Mr. Munjoong Kang (“Mr. Kang”), Mr. Shin acquired 700,000 Shares from Mr. Kang for an aggregate purchase price of KRW 1.4 billion (approximately $1.03 million), paid in the form of debt offset. The Issuer’s subsidiary Hanryu Bank Co., Ltd. (“Hanryu Bank”) owed Mr. Shin KRW 1.4 billion (approximately $1.03 million) (the “Shin Debt”). Mr. Kang, as the CEO of Hanryu Bank, repaid the Shin Debt on behalf of Hanryu Bank pursuant to a Creditor’s Right Transfer Agreement dated November 1, 2023, by transferring 700,000 Shares to Mr. Shin.

Pursuant to another Share Sale and Purchase Agreement (the “Kim SPA”) dated as of December 7, 2023 among Mr. Shin, his wife Ms. Taehee Kim (Ms. “Kim”), and Mr. Kang, Mr. Shin and Ms. Kim acquired 1,989,150 Shares from Mr. Kang for an aggregate purchase price of KRW 1.1 billion (approximately $ 0.84 million), paid again in the form of debt offset, for loss of Mr. Shin’s and Ms. Kim’s investment in “KDC Coins”, digital assets that were issued by Hanryu Bank, listed on the digital platform Lbank, XT.com, and subsequently lost all their value (the “KDC Coin Loss”). Mr. Kang, as the CEO of Hanryu Bank, repaid the KDC Coin Loss by transferring 1,989,150 Shares to Mr. Shin and Ms. Kim, of which Mr. Shin received 1,446,655 Shares and Ms. Kim received 542,495 Shares.

Pursuant to a Confirmation Letter signed by Hanryu Bank and Mr. Kang dated as of November 29, 2023 and a Share Sale and Purchase Agreement (Modified) dated as of January 29, 2024, the aggregate number of Shares acquired by Mr. Shin under the Shin SPA and the KIM SPA, was increased from 2,146,655 to 3,296,060.

Pursuant to a Share Sale and Purchase Agreement (the “Sewang SPA”) dated as of November 1, 2023 between Sewang and Mr. Kang, Sewang acquired 1,150,000 Shares from Mr. Kang for KRW 2.3 billion (approximately $1.69 million), paid in the form of debt offset. Hanryu Bank owed Sewang KRW 2.3 billion (approximately $1.69 million) (the “Seoul Marina Debt”) from the sale of ownership and related management rights of Marine Island Co., Ltd. Mr. Kang, as the CEO of Hanryu Bank, repaid the Seoul Marina Debt on behalf of Hanryu Bank pursuant to a Creditor’s Right Transfer Agreement dated November 1, 2023, by transferring 1,150,000 Shares to Sewang.

Pursuant to a Confirmation Letter signed by Hanryu Bank and Mr. Kang dated as of November 29, 2023, and a Share Sale and Purchase Agreement (Modified) dated January as of 29, 2024, the aggregate number of Shares acquired by Sewang under the Sewang SPA, was increased from 1,150,000 to 3,038,309.

Page 6 of 8

Item 4. Purpose of Transaction

The Reporting Persons originally purchased their Shares based on their belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their respective positions in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.

Item 5. Interest in Securities of the Issuer

(a) The calculations included herein are based on a total of 52,808,589 issued and outstanding Shares as of September 30, 2023, as reported on the Issuer’s Form 10-Q filed on November 17, 2023.

Mr. Shin has sole beneficial control of 3,897,555 Shares (including 542,495 Shares that are held in the name of Mr. Shin’s spouse and 59,000 Shares that are held in the name of Mr. Shin’s two minor children, but over which Mr. Shin has sole voting and dispositive power), representing approximately 7.38% of the outstanding Shares of the Issuer.

3,038,309 Shares are held by Sewang, representing approximately 5.75% of the outstanding Shares of the Issuer.

(b) Mr. Shin shares the power to vote and dispose of the 3,038,309 Shares held by Sewang and has sole voting and dispositive power of the 3,897,555 Shares (including 542,495 Shares that are held in the name of Mr. Shin’s spouse and 59,000 Shares that are held in the name of Mr. Shin’s two minor children, but over which Mr. Shin has sole voting and dispositive power). In the aggregate, Mr. Shin may be deemed to beneficially own 6,935,864 Shares, representing approximately 13.13% of the outstanding Shares of the Issuer.

(c) Except as set forth in Item 4, no transactions in the Shares have been effected by the Reporting Persons during the past 60 days.

(d) Except for the Reporting Persons, no person is known by the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares beneficially owned by the Reporting Persons. 

(e) Not applicable.

Page 7 of 8

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

The information set forth in Items 4 and 5 is incorporated herein by reference. 

Except as set forth herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.

Item 7. Material to be Filed as Exhibits

99.1	Joint Filing Agreement by and between Hang Muk Shin and Sewang Co., Ltd. dated as of February 12, 2024
99.2	English Translation of Share Sale and Purchase Agreement between Hang Muk Shin and Munjoong Kang dated as of November 1, 2023
99.3	English Translation of Share Sale and Purchase Agreement among Hang Muk Shin, Taehee Kim and Munjoong Kang dated as of December 7, 2023
99.4	English Translation of Share Sale and Purchase Agreement between Sewang Co., Ltd. and Munjoong Kang dated as of November 1, 2023
99.5	English Translation of Confirmation Letter signed by Hanryu Bank Co., Ltd. and Munjoong Kang dated as of November 29, 2023
99.6	English Translation of Share Sale and Purchase Agreement (Modified) between Hang Muk Shin and Munjoong Kang dated as of January 29, 2024
99.7	English Translation of Share Sale and Purchase Agreement (Modified) between Sewang Co., Ltd. and Munjoong Kang dated as of January 29, 2024

Page 8 of 8

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 12, 2024

/s/ Hang Muk Shin

Hang Muk Shin

Sewang Co., Ltd.
By:	/s/ Jung Shin Kong
Name:	Jung Shin Kong
Title:	CEO/Executive Director

EX-99.1

Exhibit 99.1

Joint Filing Agreement,

Dated as of February 12, 2024

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the shares of common stock, par value $.001 per share, of Hanryu Holdings, Inc. and that this Agreement be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement this February 12, 2024.

/s/ Hang Muk Shin

Hang Muk Shin

Sewang Co., Ltd.
By:	/s/ Jung Shin Kong
Name:	Jung Shin Kong
Title:	CEO/Executive Director

EX-99.2

Exhibit 99.2

SHARE SALE AND PURCHASE AGREEMENT

This Share Sale and Purchase Agreement (hereinafter referred to as “this Agreement”) was executed by and between the following parties on November 1, 2023.

Seller: MUNJOONG KANG

Buyer: HANG MUK SHIN

Article 1 (Object of sale and price)

A. Object of sale: issued and outstanding shares of HANRYU HOLDINGS, INC. (hereinafter “Target Company”)

B. Quantity 7 hundred Thousand (700,000) shares (hereinafter “Shares”)

C. Amount per share: 2,000 won (₩2,000)

D. Total purchase price: 1.4 billion won (₩1,400,000,000)

Article 2 (Payment method, etc.)

The buyer shall pay KRW 1.4 billion Won (₩1,400,000,000) on the date of execution of this agreement, but it is agreed the payment is fulfilled by transferring KRW 1.4 billion Won (₩1,400,000,000) of creditor’s rights held by the buyer against Hanryu Bank Co., Ltd to the Seller.

Article 3 (Transfer the title to the Shares, etc.)

In consideration of the fact that the Shares are under Lock-up, the Seller agrees to transfer the title to the Shares to the Buyer on or before January 27, 2024, when the Lock-up of the Shares is lifted; to complete the disclosure of the transfer of the Shares accordingly; to cooperate with the Buyer to expedite the transfer to a domestic securities company in the name of the Buyer; and to deliver to the Buyer the attached confirmation executed by the Target Company and HANRYU Bank Co., Ltd on the date of execution of this Agreement.

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Article 4 (Transfer of Share Ownership)

Even if the share certificate pursuant to Article 3 has not been transferred to the name of the Buyer, ownership of the Shares shall be deemed to have been fully transferred to the Buyer upon execution of this Agreement. It is hereby confirmed that the ownership of the Shares is vested in the Buyer.

Article 5 (representations and warranties)

The Seller represents and warrants to the Buyer that the matters set forth in this Article 5 are accurate and complete in all respects as of the date of this Agreement.

1) The Seller has the requisite power and authority to enter into this Agreement and to perform its obligations hereunder. This Agreement has been duly executed and delivered by the Seller and is binding upon it and enforceable against the Seller in accordance with its terms.

2) The Seller is the legal and valid owner of the Shares, and the Buyer is entitled to clean title to such Shares, free and clear of any restrictions or other encumbrances.

Article 6 (Penalty)

In the event the Seller breaches any of its obligations under this Agreement, or if any of its representations and warranties under Article 5 are different from the facts, the Seller shall compensate the Buyer for damages and, separately, a penalty for breach of contract. Currently the penalty amount agreed upon is three times the total purchase price.

Article 6 (Dispute Resolution)

In the event of a dispute between the contracting parties under this contract, the contracting parties shall endeavor to resolve it through mutual agreement in good faith, and if the dispute cannot be resolved amicably, it shall be resolved by filing a complaint in court. In this case, the competent court shall be the ‘Seoul Central District Court’.

Article 7 (Confidentiality)

The seller and the buyer shall not disclose the fact of entering into this contract and the contents of the contract to any third party. However, this does not apply if disclosure is required by relevant laws and regulations.

In order to conclude the contract as above and certify the above facts, two copies of this contract will be prepared and both party will each keep one copy.

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November 1, 2023

Seller:

Name: MUNJOONG KANG

Resident registration number: 710223-1237515

Address: Room 302, Building 333, 2403, Dasansoonhwan-ro, Namyangju-si, Gyeonggi-do

‘(Dasan-dong, Dasan I-Park)

Buyer:

NAME: HANG MUK SHIN(sign)

Resident registration number: 730206-1408817

Address: Room 201, 63 Donggwang-ro 39-gil, Seocho-gu, Seoul

(Banpo-dong, Hyejeong Villa)

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Document of Confirmation

HANRYU HOLDINGS, INC. and HANRYU Bank Co., Ltd. confirm to Hang Muk Shin the following matters and confirm that we will carry out the following matters.

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(1) MUNJOONG KANG beneficially owns 7,914,765 shares (approximately 14.98% of the total issued shares of 52,808,589 shares) issued by HANRYU HOLDINGS, INC.

(2) MUNJOONG KANG legally and validly owns the above shares, and HANG MUK SHIN, as the Purchaser, is entitled to acquire beneficial ownership of the 700,000 shares subject to the Transaction without any restrictions or other limitations.

(3) On or before January 27, 2024, when the Lock-up period for the above stocks is lifted, we confirm that we will complete the transfer of title to Hang Muk Shin and that we will complete the equity disclosure process, and that we will cooperate so that the stocking process for the domestic securities account in the name of Hang Muk Shin can be completed quickly.

November 1, 2023

Hereby Confirms the above

HANRYU HOLDINGS, INC

HANRYU BANK Co., Ltd

Room A-164, 8403 Gukhoe-daero 38-gil, Yeongdeungpo-gu, Seoul (Dangsan-dong 3-ga, Culture Building)

CEO MUNJOONG KANG

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■ Enforcement Decree of the Seal Certification Act [Appendix Form No.14]

Confirmation No. of issuance of a seal certificate	0540 - 42768 - 1
Applicant: Jaehoon Park (date of birth: 1991.07.07),    Contact person: Chaerin Moon (Phone: 02-2670-1451)

※This paper is marked with a counterfeit identification mark.

Resident registration number	7	1	0	2	2	3	-
	1	2	3	7	5	1	5

APPLICANT	REPRESENTATIVE
	0

NAME (Chinese)	MUNJOONG KANG (姜文中)	SEAL
NATIONALITY

ADDRESS Room 302, Building 2403, 333 Dasanhwan-ro, Namyangju-si, Gyeonggi-do (Dasan-dong, Dasan I-Park)

PURPOSE	FOR SALE	☐ PROPERTY BUYER      ☐ VEHICLE BUYER
		NAME (company)	BLANK	RESIDENT REGISRATION NO. (BUSINESS)
		ADDRESS (COMPANY LOCATION
		CONFIRM THE ABOVE (APPLICANT)			(Sign)
	GENERAL
REMARKS

1. If you apply for the seal certificate issuance notification service, you will be immediately notified of the issuance via text message from your phone.

2. If the applicant for issuance of a seal certificate is the principal, 0 will be displayed in the principal column, and if an agent applies, 0 will be displayed in the agent column.

3. In the resident registration number field, enter the passport number for U.S. residents registered overseas, the domestic residence report number for domestic residence/little filers, and the alien registration number for foreigners. If there is a resident registration number, enter （     ） below it and enter the resident registration number. You can write .

4. If the complainant requests it, it will be issued including information on address change.

5. To obtain a seal certificate for selling real estate or automobiles (referring to automobiles registered pursuant to Article 5 of the Automobile Management Act), the buyer’s name, resident registration number, and address must be confirmed and signed. However, in cases other than those for real estate or automobile sales, it is displayed as “blank.”

6. The general use field can be freely entered, such as ‘For submission to a bank_ 0 0 Use only for a loan from a bank’. However, in the case of issuing a certificate of seal impression for towing after a limited period of time, the official in charge must confirm the specific use to the applicant, write it down directly, and issue it.

7. If the buyer is a sole proprietor, write the representative’s name and resident registration number, and enter the business address as the address.

8. Indication of the minor, limited guardian, and adult guardian, and the name and resident registration number of the minor’s legal representative, limited guardian, and adult guardian.

Please write in the remarks column. In the remarks column, if you have changed your name, you can enter your name before changing your name and any requests made by the complainant.

9. The issuance of a seal certificate can be confirmed through the Electronic Civil Service Center (www.minwon.go.kr) with the following information: “Issuance date, number for confirmation of seal certificate issuance: Resident registration number, issuing organization.”

10. A personal signature certificate, which has the same effect as a seal certificate, is a convenient system that can be issued directly at town/village offices and neighborhood community centers across the country without the inconvenience of having to report it in advance.

This certifies that the above seal is the registered seal.

November 27h, 2023

Head of Yeoui-dong, Yeongdeungpo-gu, Seoul

[42011100413204563486013z240507054260457800310] Address Proof of Address: Dasan 1-dong (33/5)

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EX-99.3

Exhibit 99.3

SHARE SALE AND PURCHASE AGREEMENT

This Share Sale and purchase Agreement (hereinafter referred to as “this Agreement”) was concluded by and between the following parties on December 7, 2023.

Seller: MUNJOONG KANG

Buyer: HANG MUK SHIN, TAEHEE KIM

Article 1 (Object of sale and price)

A. Object of sale: issued and outstanding shares of HANRYU HOLDINGS INC. (hereinafter “Target Company”)

B. Quantity one million nine hundred eighty nine thousand one hundred fifty (1,989,150) shares (hereinafter “Shares”)

C. Amount per share: KRW five hundred fifty three won (₩553)

D. Total purchase price: KRW 1.1 billion won (₩1,100,000,000)

Article 2 (Payment method, etc.)

(1) On the date of signing this Agreement, the Buyer, HANG MUK SHIN, shall pay the purchase price in the sum of 800 million won (₩800,000,000) and the Buyer, TAEHEE KIM, shall pay the purchase price in the sum of 300 million won (₩300,000,000).

(2) On the date of signing this Agreement, it is agreed that the Buyer HANG MUK SHIN has a damage compensation claim against the Seller in the amount of KRW 800 million (₩800,000,000) with respect to a total of 96,872,128 KDC Coins and the Buyer TAEHEE KIM has a damage compensation claim against the Seller in the amount of KRW 300 million (₩300,000,000) with respect to a total of 15 million KDC Coins.

(3) The purchase price in paragraph (1) shall be offset by the damage compensation claims in paragraph (2), thereby replacing the payment.

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Article 3 (Transfer the title to the Shares etc.)

In consideration of the fact that the Shares are under Lock-up, the Seller agrees to transfer the title to the Shares to the Buyer on or before January 27, 2024, when the Lock-up of the Shares is lifted; to complete the disclosure of the transfer of the Shares accordingly; to cooperate with the Buyer to expedite the transfer to a domestic securities company in the name of the Buyer; and to deliver to the Buyer the attached confirmation executed by the Target Company and HANRYU Bank Co., Ltd on the date of execution of this Agreement.

Article 4 (Transfer of Share Ownership)

Even if the share certificate pursuant to Article 3 has not been transferred to the name of the Buyer, ownership of the Shares shall be deemed to have been fully transferred to the Buyer upon execution of this Agreement. It is hereby confirmed that the ownership of the Shares (except that the voting rights and the right of the largest shareholder shall be delegated to the Seller until January 27, 2024, when the Lock-up shall be lifted) is vested in the Buyer.

Article 5 (Representations and Warranties)

The Seller represents and warrants to the Buyer that the matters set forth in this Section 5 are accurate and complete in all respects as of the date of this Agreement.

(1) The Seller has the requisite power and authority to enter into this Agreement and to perform its obligations under this Agreement. This Agreement has been duly executed and delivered by the Seller and is binding upon it and enforceable against it in accordance with its terms.

(2) The Seller is the legal and valid owner of the Shares and the Buyer is entitled to clean title to such Shares, free and clear of any restrictions or other encumbrances.

Article 6 (Penalty)

If, for any reason, the Seller breaches any of its obligations under this Agreement or the representations and warranties made pursuant to Article 5 are different from the facts, the Seller shall pay the Buyer KRW 1 billion as a penalty in addition to damages.

Article 7 (Dispute Resolution)

In the event of a dispute between the parties under this Agreement, the parties shall endeavor to resolve it by mutual amicable agreement with good faith and sincerity, and if the dispute cannot be resolved amicably, it shall be resolved by filing a lawsuit with the court. In this case, the competent court shall be the Seoul Central District Court.

Article 8 (Confidentiality)

The Seller and the Buyer shall not disclose the fact of entering into this Agreement and its contents to any third party. However, this shall not apply if such disclosure is required by applicable laws.

In order to conclude the contract as described above and to prove the above facts, two copies of this contract will be prepared and both party will each keep one copy.

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December 7, 2023

Seller :

Name: MUNJOONG KANG

Resident registration number: 710223-1237515

Address: Room 302, Building 333, 2403, Dasansoonhwan-ro, Namyangju-si, Gyeonggi-do

(Dasan-dong, Dasan I-Park)

Buyer :

NAME: HANG MUK SHIN       (sign)

Resident registration number: 730206-1408817

NAME: Taehe Kim      (sign)

Resident registration number: 761205-2228315

Buyer’s Address: 110-904, 13-10, Seocho-daero 65gil, Seocho-gu, Seoul

(Seocho-dong, Seocho Remian APT)

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Document of Confirmation

HANRYU HOLDINGS, INC. and HANRYU Bank Co., Ltd. confirm to HANG MUK SHIN the following matters and confirm that we will carry out the following matters.

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(1) MUNJOONG beneficially owns 6,064,765 shares (approximately 11.48% of the total 52,808,589 shares) issued by HANRYU HOLDINGS, INC.

(2) MUNJOONG KANG legally and validly owns the above shares, and the Buyers are entitled to acquire beneficial ownership of the 1,989,150 shares subject to the sale, free and clear of any restrictions or other encumbrances.

(3) The Company confirms that it will ensure that the share registration is completed in favor of the Purchasers, HANG MUK SHIN and TAEHEE KIM, on or before January 27, 2024, when the lock-up period for the above shares will be lifted, and will complete the shareholding disclosure procedures in respect thereof, and will cooperate with HANG MUK SHIN and TAEHEE KIM to expedite the crediting procedures to the domestic securities account in HANG MUK SHIN and TAEHEE KIM’S name

December 7. 2023

Hereby Confirms the above

HANRYU HOLDINGS, INC

HANRYU BANK Co., Ltd

Room A-164, 8403 Gukhoe-daero 38-gil, Yeongdeungpo-gu, Seoul (Dangsan-dong 3-ga, Culture Building)

CEO MUNJOONG KANG

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■ Enforcement Decree of the Seal Certification Act [Appendix Form No.14]

Confirmation No. of issuance of a seal certificate	0540 - 42768 - 1
Applicant: Jaehoon Park (date of birth: 1991.07.07),    Contact person: Chaerin Moon (Phone: 02-2670-1451)

※This paper is marked with a counterfeit identification mark.

Resident registration number	7	1	0	2	2	3	-
	1	2	3	7	5	1	5

APPLICANT	REPRESENTATIVE
	0

NAME (Chinese)	MUNJOONG KANG (姜文中)	SEAL
NATIONALITY

ADDRESS Room 302, Building 2403, 333 Dasanhwan-ro, Namyangju-si, Gyeonggi-do (Dasan-dong, Dasan I-Park)

PURPOSE	FOR SALE	☐ PROPERTY BUYER      ☐ VEHICLE BUYER
		NAME (company)	BLANK	RESIDENT REGISRATION NO. (BUSINESS)
		ADDRESS (COMPANY LOCATION
		CONFIRM THE ABOVE (APPLICANT)                                            (Sign)
	GENERAL
REMARKS

1. If you apply for the seal certificate issuance notification service, you will be immediately notified of the issuance via text message from your phone.

2. If the applicant for issuance of a seal certificate is the principal, 0 will be displayed in the principal column, and if an agent applies, 0 will be displayed in the agent column.

3. In the resident registration number field, enter the passport number for U.S. residents registered overseas, the domestic residence report number for domestic residence/little filers, and the alien registration number for foreigners. If there is a resident registration number, enter （ ） below it and enter the resident registration number. You can write .

4. If the complainant requests it, it will be issued including information on address change.

5. To obtain a seal certificate for selling real estate or automobiles (referring to automobiles registered pursuant to Article 5 of the Automobile Management Act), the buyer’s name, resident registration number, and address must be confirmed and signed. However, in cases other than those for real estate or automobile sales, it is displayed as “blank.”

6. The general use field can be freely entered, such as ‘For submission to a bank_ 0 0 Use only for a loan from a bank’. However, in the case of issuing a certificate of seal impression for towing after a limited period of time, the official in charge must confirm the specific use to the applicant, write it down directly, and issue it.

7. If the buyer is a sole proprietor, write the representative’s name and resident registration number, and enter the business address as the address.

8. Indication of the minor, limited guardian, and adult guardian, and the name and resident registration number of the minor’s legal representative, limited guardian, and adult guardian.

Please write in the remarks column. In the remarks column, if you have changed your name, you can enter your name before changing your name and any requests made by the complainant.

9. The issuance of a seal certificate can be confirmed through the Electronic Civil Service Center (www.minwon.go.kr) with the following information: “Issuance date, number for confirmation of seal certificate issuance: Resident registration number, issuing organization.”

10. A personal signature certificate, which has the same effect as a seal certificate, is a convenient system that can be issued directly at town/village offices and neighborhood community centers across the country without the inconvenience of having to report it in advance.

This certifies that the above seal is the registered seal.

November 27h, 2023

Head of Yeoui-dong, Yeongdeungpo-gu, Seoul

[42011100413204563486013z240507054260457800310] Address Proof of Address: Dasan 1-dong (33/5)

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EX-99.4

Exhibit 99.4

SHARE SALE AND PURCHASE AGREEMENT

This Share Sale and Purchase Agreement (hereinafter referred to as “this Agreement”) was executed by and between the following parties on November 1, 2023.

Seller: MUNJOONG KANG

Buyer: SEWANG CO., LTD

Article 1 (Object of sale and price)

A. Object of sale: issued and outstanding shares of HANRYU HOLDINGS INC. (hereinafter “Target Company”)

B. Quantity 1.15 million (1,150,000) shares (hereinafter “Shares”)

C. Amount per share: KRW 2,000 (₩2,000)

D. Total purchase price: KRW 2.3 billion (₩2,300,000,000)

Article 2 (Payment method, etc.)

The Buyer shall pay KRW 2.3 billion Won (₩2,300,000,000) on the date of execution of this agreement, but it is agreed the payment is fulfilled by transferring KRW 2.3 billion Won (₩2,300,000,000) of creditor’s rights held by the buyer against Hanryu Bank Co., Ltd to the Seller.

Article 3 (Transfer the title to the Shares, etc.)

In consideration of the fact that the Shares are under Lock-up, the Seller agrees to transfer the title to the Shares to the Buyer on or before January 27, 2024, when the Lock-up of the Shares is lifted; to complete the disclosure of the transfer of the Shares accordingly; to cooperate with the Buyer to expedite the transfer to a domestic securities company in the name of the Buyer; and to deliver to the Buyer the attached confirmation executed by the Target Company and HANRYU Bank Co., Ltd on the date of execution of this Agreement.

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Article 4 (Transfer of Share Ownership)

Even if the share certificate pursuant to Article 3 has not been transferred to the name of the Buyer, ownership of the Shares shall be deemed to have been fully transferred to the Buyer upon execution of this Agreement. It is hereby confirmed that the ownership of the Shares is vested in the Buyer.

Article 5 (Option: Replacing the Shares with convertible bonds)

(1) The Seller has option to deliver to the Buyer an aggregate of two billion three hundred million won (₩2,300,000,000) in par value of convertible bonds issued by domestic listed companies on or before January 26, 2024, in lieu of transferring the Shares to the Buyer pursuant to this Agreement.

(2) In the case of replacing the Shares with convertible bonds, the Seller agrees to pay the Buyer 50% of profit generated from the Shares when the Seller sells the Shares, and the Seller shall provide the Buyer with the Share transaction details to confirm such profit.

Article 6 (Representations and Warranties)

The Seller represents and warrants to the Buyer that the matters set forth in this Article 6 are accurate and complete in all respects as of the date of execution of this Agreement.

(1) Seller has the requisite power and authority to enter into this Agreement and to perform its obligations under this Agreement. This Agreement has been duly executed and delivered by the Seller and is enforceable against Seller in accordance with its terms.

(2) The Seller is the legal and valid owner of the Shares and replacement convertible bonds, and the Buyer is entitled to acquire title to such Shares and replacement convertible bonds free and clear of any restrictive or other and unencumbered title to such Shares and such replacement convertible bonds.

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Article 7 (Special Terms and Conditions)

(1) After Seller has fulfilled its obligations under this Agreement, if the lien of MARIN ISLAND CO.,LTD is not recognized in the lawsuit brought by CUBE INSIGHT CO.,LTD against MARIN ISLAND CO.,LTD; or if the Seller fails to acquire CUBE INSIGHT CO.,LTD in a subsequent corporate rehabilitation proceeding, the Buyer shall be obligated to pay back to the Seller one-third of the Shares (or the sale price of the Shares) or the replacement convertible bonds (or the sale price of convertible bonds). However， If the requirements of paragraphs 2 or 3 of this Article are not fulfilled，this provision shall be null and void.

(2) The Seller agrees to secure at least KRW 3 billion in convertible bonds with the necessary financial resources to acquire CUBE INSIGHT CO.,LTD (excluding KRW 30 million in accordance with the agreement with the directors of CUBE INSIGHT CO.,LTD, KRW 5 million in attorneys’ fees for the delegation of litigation in the AranEffectives case, and KRW 40 million in law firm fees for proceeding with the rehabilitation process) and grant the right to manage such funds to the Buyer or a person designated by the Buyer.

(3) In the event that the necessary financial resources to acquire CUBE INSIGHT CO.,LTD are insufficient, The buyer may request the seller to replenish the funds for that reason, and the seller agrees to replenish the required funds within a reasonable period of time.

(4) The Buyer agrees to handle the relevant affairs in good faith to enable the Seller to acquire CUBE INSIGHT CO.,LTD The seller agrees to pay the buyer KRW 4 million per month as minimum expenses for meetings with relevant person, preparation of a contract etc. for the acquisition of CUBE INSIGHT CO.,LTD. Settlement of said minimum expense shall be made at the end of the rehabilitation procedure.

Article 8 (Penalty)

In the event the Seller or the Buyer violates its obligations stipulated in this contract, or if the representations and warranties made by the Seller in accordance with Article 6 are different from the facts, the violating party shall compensate the other party for damages and, separately, a penalty for breach of contract. Currently the penalty amount agreed upon is three times the amount owed by the violating party.

Article 8 (Dispute Resolution)

In the event of a dispute between the contracting parties under this contract, the contracting parties shall endeavor to resolve it through mutual agreement in good faith, and if the dispute cannot be resolved amicably, it shall be resolved by filing a complaint in court. In this case, the competent court shall be the ‘Seoul Central District Court’.

Article 9 (Confidentiality)

The seller and the buyer shall not disclose the fact of entering into this contract and the contents of the contract to any third party. However, this does not apply if disclosure is required by relevant laws and regulations.

In order to conclude the contract as above and certify the above facts, two copies of this contract will be prepared and both party will each keep one copy.

< Space below for Signature>

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November 1, 2023

Seller:

Name: MUNJOONG KANG

Resident registration number: 710223-1237515

Address: Room 302, Building 333, 2403, Dasansoonhwan-ro, Namyangju-si, Gyeonggi-do

(Dasan-dong, Dasan I-Park)

Buyer:

Company Name: SEWANG CO.,LTD

CEO: JUNGSHIN KONG

Business Registration: 104-81-99648

Address: 602, Yeongdong-daero, Gangnam-gu, Seoul, 6th floor D 43 (Samseong-dong)

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Document of Confirmation

HANRYU HOLDINGS, INC. and HANRYU Bank Co., Ltd. confirm to SEWANG CO.,LTD. the following matters and confirm that we will carry out the following matters.

NEXT

(1) MUNJOONG KANG owns 7,914,765 shares (approximately 14.98% of the total issued shares of 52,808,589 shares) issued by HANRYU HOLDINGS, INC.

(2) MUNJOONG KANG legally and validly owns the above stocks, and the buyer, SEWANG CO.,LTD can acquire ownership without any restricted real rights or other restrictions on the 1,150,000 shares subject to sale.

(3) On or before January 27, 2024, when the Lock-up period for the above stocks is lifted, we confirm that we will complete the transfer of title to SEWANG CO.,LTD. and that we will complete the equity disclosure process, and that we will cooperate so that the stocking process for the domestic securities account in the name of SEWANG CO.,LTD. can be completed quickly.

November 1, 2023

Hereby Confirms the above

HANRYU HOLDINGS, INC

HANRYU HOLDINGS, INC.

CEO CHANGHYUK Kang

1209 Orange Street, in the City of Wilmington,

County of New Castle. United States.

HANRYU BANK Co., Ltd

Room A-164, 8403 Gukhoe-daero 38-gil, Yeongdeungpo-gu, Seoul (Dangsan-dong 3-ga, Culture Building)

CEO MUNJOONG KANG

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■ Enforcement Decree of the Seal Certification Act [Appendix Form No.14]

Confirmation No. of issuance of a seal certificate	0540 - 42768 - 1
Applicant: Jaehoon Park (date of birth: 1991.07.07),    Contact person: Chaerin Moon (Phone: 02-2670-1451)

※This paper is marked with a counterfeit identification mark.

Resident registration number	7	1	0	2	2	3	-
	1	2	3	7	5	1	5

APPLICANT	REPRESENTATIVE
	0

NAME (Chinese)	MUNJOONG KANG (姜文中)	SEAL
NATIONALITY

ADDRESS Room 302, Building 2403, 333 Dasanhwan-ro, Namyangju-si, Gyeonggi-do (Dasan-dong, Dasan I-Park)

PURPOSE	FOR SALE	☐ PROPERTY BUYER      ☐ VEHICLE BUYER
		NAME (company)	BLANK	RESIDENT REGISRATION NO. (BUSINESS)
		ADDRESS (COMPANY LOCATION
		CONFIRM THE ABOVE (APPLICANT)                                       (Sign)
	GENERAL
REMARKS

1. If you apply for the seal certificate issuance notification service, you will be immediately notified of the issuance via text message from your phone.

2. If the applicant for issuance of a seal certificate is the principal, 0 will be displayed in the principal column, and if an agent applies, 0 will be displayed in the agent column.

3. In the resident registration number field, enter the passport number for U.S. residents registered overseas, the domestic residence report number for domestic residence/little filers, and the alien registration number for foreigners. If there is a resident registration number, enter （ ） below it and enter the resident registration number. You can write.

4. If the complainant requests it, it will be issued including information on address change.

5. To obtain a seal certificate for selling real estate or automobiles (referring to automobiles registered pursuant to Article 5 of the Automobile Management Act), the buyer’s name, resident registration number, and address must be confirmed and signed. However, in cases other than those for real estate or automobile sales, it is displayed as “blank.”

6. The general use field can be freely entered, such as ‘For submission to a bank_ 0 0 Use only for a loan from a bank’. However, in the case of issuing a certificate of seal impression for towing after a limited period of time, the official in charge must confirm the specific use to the applicant, write it down directly, and issue it.

7. If the buyer is a sole proprietor, write the representative’s name and resident registration number, and enter the business address as the address.

8. Indication of the minor, limited guardian, and adult guardian, and the name and resident registration number of the minor’s legal representative, limited guardian, and adult guardian.

Please write in the remarks column. In the remarks column, if you have changed your name, you can enter your name before changing your name and any requests made by the complainant.

9. The issuance of a seal certificate can be confirmed through the Electronic Civil Service Center (www.minwon.go.kr) with the following information: “Issuance date, number for confirmation of seal certificate issuance: Resident registration number, issuing organization.”

10. A personal signature certificate, which has the same effect as a seal certificate, is a convenient system that can be issued directly at town/village offices and neighborhood community centers across the country without the inconvenience of having to report it in advance.

This certifies that the above seal is the registered seal.

November 27h, 2023

Head of Yeoui-dong, Yeongdeungpo-gu, Seoul

[42011100413204563486013z240507054260457800310] Address Proof of Address: Dasan 1-dong (33/5)

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EX-99.5

Exhibit 99.5

Letter of Commitment

I, Munjoong Kang and Hanryu Bank Co., Ltd., hereby confirm and commit to the following matters.

1. If on January 27, 2024, Hanryu Holdings, Inc. share’s U.S. market closing price (hereinafter referred to as the “Closing Price”) is less than KRW 2,000, a share price difference will be obtained by subtracting the Closing Price from the KRW 2,000 share price listed on the Share Sale and Purchase Agreement signed between Munjoong Kang and Hang Muk Shin / MunJoong Kang and Sewang Co., Ltd. on November 1, 2023 (hereinafter referred to as the “Agreement”). The total amount obtained by multiplying the share price difference with the number of shares for sale listed on the Agreement(hereinafter referred to as “Number of Shares Before Change”), shall be paid in cash to Hang Muk Shin / Sewang Co., Ltd., respectively . Or additional shares, calculated by first dividing the total purchase price listed on the Agreement by Closing Price then minus the Number of Shares Before Change, shall be transferred and delivered to Hang Muk Shin / Sewang Co., Ltd. respectively.

2. Regarding a total of 96,872,128 KDC coins purchased by Hang Muk Shin and 15 million KDC coins purchased by Taehee Kim, Hanryubank and Munjoong Kang confirms that Hang Muk Shin has a claim for damages of KRW 800 billion (₩800,000,000) and Taehee Kim has a claim of KRW 300 million (₩300,000,000) to Hanryubank and Munjoong Kang.

3. Munjoong Kang and Hanryu Bank Co., Ltd. will reimburse the damages under paragraph 2 in cash or virtual assets by December 7, 2023, and if the reimbursement is not made by the above date, they will pay the calculated shares with 1,500 won or the lower of Hanryu Holdings, Inc’s US market closing price on December 6, 2023 as the trading amount per share. To this end, a share sale and purchase agreement dated December 7, 2023 shall be prepared in advance, and the contract shall be stamped and issued with the amount of trading per share and the number of stocks subject to trading as blanks.

4. In case of violating paragraphs 1 to 3, Munjoong Kang and Hanryu Bank Co., Ltd. are committed to paying KRW 1 billion separately from the amount to be paid to Hang Muk Shin, Sewang, and/or Taehee Kim as a penalty.

5. If Munjoong Kang sells shares of Hanryu Holdings, which have been transferred to Hang Muk Shin, Sewang, and Taehee Kim, but the transfer of the title has not yet been completed, Munjoong Kang will obtain prior consent, and if Munjoong Kang receives the sale price, Munjoong Kang will pay Hang Muk Shin, Sewang, and Taehee Kim as the first priority.

6. If the listing of the virtual asset is not applied for before December 7, 2023, and the stock of Hanryu Holdings owned by Munjoong Kang is sold, KRW 1.1 billion will be paid to Hang Muk Shin/Taehee Kim, and when the payment to Hang Muk Shin/Sewang is completed, the Creditor’s Rights are purchased by Munjoong Kang through Hanryubank.

November 29, 2023

The above person

Name: MUNJOONG KANG

Resident registration number: 710223-1237515

Address: Room 302, Building 333, 2403, Dasansoonhwan-ro, Namyangju-si, Gyeonggi-do

(Dasan-dong, Dasan I-Park)

HANRYU BANK Co., Ltd

Room A-164, 8403 Gukhoe-daero 38-gil, Yeongdeungpo-gu, Seoul

(Dangsan-dong 3-ga,Culture Building)

CEO MUNJOONG KANG

EX-99.6

Exhibit 99.6

SHARE SALE AND PURCHASE AGREEMENT(Modified)

This Share sale and purchase Agreement (Modified) (hereinafter referred to as “This Agreement”) was executed by and between the following parties on January 29, 2024.

Seller: Munjoong Kang

Buyer: Hang Muk Shin

Article 1 (Objects of Sale and Price)

The Article 1(Objects of Sale and Price) of the Share Sale and Purchase Agreement dated November 1, 2023 executed between the parties is modified as follows.

A. Object of sale(unchanged): issued and outstanding shares by HANRYU HOLDINGS, INC. (hereinafter referred to as “Target Company”)

B. Quantity(changed): Determined by the closing price per share of Target Company on January 29, 2024, the sale quantity has been changed to ( 1,849,405 ) shares (hereinafter referred to as “Shares”)

C. Price per share(changed): KRW seven hundred fifty seven(₩757)

D. Total purchase price(unchanged): KRW 1.4 billion(₩ 1,400,000,000)

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Article 2 (Payment Method, etc.)

The buyer shall pay KRW 1.4 billion Won (₩1,400,000,000) on the date of execution of this agreement, but it is agreed the payment is fulfilled by transferring KRW 1.4 billion Won (₩1,400,000,000) of creditor’s rights held by the buyer against Hanryu Bank Co., Ltd to the Seller.

Article 3 (Transfer the title to the Shares, etc.)

The seller shall complete the transfer the title to the Shares without delay, complete the disclosure of the transfer of the Shares accordingly, and cooperate with the Buyer to expedite the transfer to a domestic securities company in the name of the Buyer.

Article 4 (Transfer of Share Ownership)

Even before the transfer of title pursuant to Article 3 is transferred to the name of the Buyer, the ownership of the shares hereunder shall be deemed to have been completely transferred to the Buyer when this Agreement is executed.

It is confirmed that the ownership of the Shares belongs to the Buyer.

Article 5 (Representations and Warranties)

The Seller represents and warrants to the Buyer that the matters set forth in this Article 5 are accurate and complete in all respects as of the date of this Agreement.

(1) The Seller has the requisite power and authority to enter into this Agreement and to perform its obligations hereunder. This Agreement has been duly executed and delivered by the Seller and is binding upon it and enforceable against the Seller in accordance with its terms.

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(2) The Seller is the legal and valid owner of the Shares, and the Buyer is entitled to clean title to such Shares, free and clear of any restrictions or other encumbrances.

Article 6 (Penalty)

In the event the Seller breaches any of its obligations under this Agreement, or if any of its representations and warranties under Article 5 are different from the facts, the Seller shall compensate the Buyer for damages and, separately, a penalty for breach of contract. Currently the penalty amount agreed upon is three times the total purchase price.

Article 7 (Dispute Resolution)

In the event of a dispute between the contracting parties under this contract, the contracting parties shall endeavor to resolve it through mutual agreement in good faith, and if the dispute cannot be resolved amicably, it shall be resolved by filing a complaint in court. In this case, the competent court shall be the ’Seoul Central District Court’.

Article 8 (Confidentiality)

The seller and the buyer shall not disclose the fact of entering into this contract and the contents of the contract to any third party. However, this does not apply if disclosure is required by relevant laws and regulations.

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In order to conclude the contract as above and certify the above facts, two copies of this contract will be prepared and both party will each keep one copy.

January 29, 2024

Seller:

Name: MUNJOONG KANG

Resident registration number: 710223-1237515

Address: Room 302, Building 333, 2403, Dasansunhwan-ro, Namyangju-si, Gyeonggi-do

(Dasan-dong, Dasan I-Park)

Buyer:

NAME: HANG MUK SHIN

Resident registration number: 730206-1408817

Address: 110-904, 13-10, Seocho-daero 65-gil, Seocho-gu, Seoul

(Seocho-dong, Seocho Remian APT)

Since January 27 and 28, 2024, are closed days, January 29 is designated as the closing date.

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EX-99.7

Exhibit 99.7

SHARE SALE AND PURCHASE AGREEMENT(Modified)

This Share Sale and Purchase Agreement (Modified) (hereinafter referred to as “This Agreement”) was executed by and between the following parties on January 29, 2024.

Seller: Munjoong Kang

Buyer: Sewang Co., Ltd

Article 1 (Objects of Sale and Price)

The Article 1 (Objects of Sale and Price) of the Share Sale and Purchase Agreement dated November 1, 2023 executed between the parties is modified as follows.

A. Object of sale(unchanged): issued and outstanding shares by HANRYU HOLDINGS, INC. (hereinafter referred to as “Target Company”)

B. Quantity: Quantity(changed): Determined by the closing price per share of Target Company on January 29, 2024, the sale quantity has been changed to (3,038,309) shares (hereinafter referred to as “Shares”)

C. Price per share(changed): KRW seven hundred fifty seven(₩757)

D. Total purchase price(unchanged): KRW 2.3 billion(₩ 2,300,000,000)

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Article 2 (Payment Method, etc.)

The buyer shall pay KRW 2.3 billion (₩2,300,000,000) on the date of execution of this agreement, but it is agreed the payment is fulfilled by transferring KRW 2.3 billion (₩2,300,000,000) of creditor’s rights held by the buyer against Hanryu Bank Co., Ltd to the Seller.

Article 3 (Transfer the title to the Shares, etc.)

The seller shall complete the transfer the title to the Shares without delay, complete the disclosure of the transfer of the Shares accordingly, and cooperate with the Buyer to expedite the transfer to a domestic securities company in the name of the Buyer.

Article 4 (Transfer of Share Ownership)

Even before the transfer of title pursuant to Article 3 is transferred to the name of the Buyer, the ownership of the shares hereunder shall be deemed to have been completely transferred to the Buyer when this Agreement is executed.

It is confirmed that the ownership of the Shares belongs to the Buyer.

Article 5 (Representations and Warranties)

The Seller represents and warrants to the Buyer that the matters set forth in this Article 5 are accurate and complete in all respects as of the date of execution of this Agreement.

(1) Seller has the requisite power and authority to enter into this Agreement and to perform its obligations under this Agreement. This Agreement has been duly executed and delivered by the Seller and is enforceable against Seller in accordance with its terms.

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(2) The Seller is the legal and valid owner of the Shares and replacement convertible bonds, and the Buyer is entitled to acquire title to such Shares and replacement convertible bonds free and clear of any restrictive or other and unencumbered title to such Shares and such replacement convertible bonds.

Article 6 (Special Terms and Conditions)

(1) After Seller has fulfilled its obligations under this Agreement, if the lien of MARIN ISLAND CO.,LTD is not recognized in the lawsuit brought by CUBE INSIGHT CO.,LTD against MARIN ISLAND CO.,LTD; or if the Seller fails to acquire CUBE INSIGHT CO.,LTD in a subsequent corporate rehabilitation proceeding, the Buyer shall be obligated to pay back to the Seller one-third of the Shares (or the sale price of the Shares). However， If the requirements of paragraphs 2 or 3 of this Article are not fulfilled，this provision shall be null and void.

(2) The Seller agrees to secure at least KRW 3 billion in convertible bonds with the necessary financial resources to acquire CUBE INSIGHT CO.,LTD (excluding KRW 30 million in accordance with the agreement with the directors of CUBE INSIGHT CO.,LTD, KRW 5 million in attorneys’ fees for the delegation of litigation in the AranEffectives case, and KRW 40 million in law firm fees for proceeding with the rehabilitation process) and grant the right to manage such funds to the Buyer or a person designated by the Buyer.

(3) In the event that the necessary financial resources to acquire CUBE INSIGHT CO.,LTD are insufficient, The buyer may request the seller to replenish the funds for that reason, and the seller agrees to replenish the required funds within a reasonable period of time.

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(4) The Buyer agrees to handle the relevant affairs in good faith to enable the Seller to acquire CUBE INSIGHT CO.,LTD The seller agrees to pay the buyer KRW 4 million per month as minimum expenses for meetings with relevant person, preparation of a contract etc. for the acquisition of CUBE INSIGHT CO.,LTD. Settlement of said minimum expense shall be made at the end of the rehabilitation procedure.

Article 7 (Penalty)

In the event the Seller or the Buyer violates its obligations stipulated in this contract, or if the representations and warranties made by the Seller in accordance with Article 5 are different from the facts, the violating party shall compensate the other party for damages and, separately, a penalty for breach of contract. Currently the penalty amount agreed upon is three times the amount owed by the violating party.

Article 8 (Dispute Resolution)

In the event of a dispute between the contracting parties under this contract, the contracting parties shall endeavor to resolve it through mutual agreement in good faith, and if the dispute cannot be resolved amicably, it shall be resolved by filing a complaint in court. In this case, the competent court shall be the ’Seoul Central District Court’.

Article 9 (Confidentiality)

The seller and the buyer shall not disclose the fact of entering into this contract and the contents of the contract to any third party. However, this does not apply if disclosure is required by relevant laws and regulations.

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In order to conclude the contract as above and certify the above facts, two copies of this contract will be prepared and both party will each keep one copy.

January 29, 2024

Seller:

Name: MUNJOONG KANG

Resident registration number: 710223-1237515

Address: Room 302, Building 333, 2403, Dasansoonhwan-ro, Namyangju-si, Gyeonggi-do

(Dasan-dong, Dasan I-Park)

Buyer:

Company Name: SEWANG CO.,LTD

CEO: JUNGSHIN KONG

Business Registration: 104-81-99648

Address: 602, Yeongdong-daero, Gangnam-gu, Seoul, 6th floor D 43 (Samseong-dong)

Since January 27 and 28, 2024, are closed days, January 29 is designated as the closing date.

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