Biddance AI Systems, Inc 6-K, filed Nov 24, 2025
Biddance AI Systems, Inc. (BDAI)
About this 6-K
Biddance AI Systems, Inc filed this 6-K on November 24, 2025.
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 November 2025
Commission File Number 001-39339
HiTek Global Inc.
(Translation of registrant’s name into English)
Unit 304, No. 30 Guanri Road, Siming District
Xiamen City, Fujian Province, People’s Republic of China
(Address of principal executive offices)
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 ☐
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
Amendment to Prospectus Supplement and Sales Agreement To Increase Amount Offered under Sales Agreement for At The Market Offering Program
As previously disclosed, on October 8, 2025, Hitek Global Inc., an exempted company incorporated under the laws of the Cayman Islands (the “Company”) entered into a sales agreement (the “Original Sales Agreement”) with AC Sunshine Securities LLC (the “Sales Agent”), acting as the Company’s sales agent, pursuant to which the Company may offer and sell, from time to time, to or through the Sales Agent, up to 15,075,376 Class A ordinary shares of the Company, par value $0.0001 per share (the “Class A Ordinary Shares”) having an aggregate offering price of up to Thirty Million Dollars ($30,000,000). On November 21, 2025, we entered into that certain Amendment No. 1 to Sales Agreement (the “Sales Agreement Amendment,” and collectively with the Original Sales Agreement, the “ATM Agreement”). The Sales Agreement Amendment increases the aggregate offering price from up to $30,000,000 of Class A Ordinary Shares to $100,000,000 of Class A Ordinary Shares; decreases the compensation of the Sales Agent for sales of Class A Ordinary Shares pursuant to the ATM Agreement from 3.5% of the gross proceeds to a commission rate of 3.0% of the gross proceeds; and added a term of 6 months after which time the Sales Agreement will terminate, unless terminated sooner or extended pursuant as provided therein.
Under the ATM Agreement, the Offered Securities will be offered and sold pursuant to a base prospectus, dated May 16, 2024 and a prospectus supplement, dated October 9, 2025 (as amended, the “Prospectus Supplement”), as amended by an amendment no. 1, dated November 24, 2025 (“Amendment”), that forms a part of the Company’s shelf registration statement on Form F-3, as amended (File No. 333-279459) (the “Registration Statement”), which Registration Statement was declared effective by the Securities and Exchange Commission on May 29, 2024. The Prospectus Supplement originally permitted the Company, through the Sales Agent, to offer and sell shares of Class A Ordinary Shares having an aggregate offering price of up to $4,003,458. The Amendment amends the Prospectus Supplement to increase the amount of shares the Company may offer and sell through the Sales Agent pursuant to the Sales Agreement to $100,000,000 or 59,523,809 Class A Ordinary Shares (the “Offered Securities”), calculated based on the closing price of Class A Ordinary Shares of $1.68 per Class A Ordinary Share as reported on the Nasdaq Capital Market on November 21, 2025. No shares were sold pursuant to the Sales Agreement as of the date of the Amendment.
The foregoing summary of the Sales Agreement Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Sales Agreement, a copy of which is attached as an exhibit to this Form 6-K and incorporated by reference herein. The foregoing summary of the Original Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Sales Agreement, a copy of which is attached as Exhibit 10.1 to the Form 6-K filed with the U.S. Securities and Exchange Commission on October 9, 2025 and incorporated by reference herein. A copy of the opinion of Maples and Calder (Cayman) LLP, as Cayman Islands counsel to the Company, regarding the legality of the issuance and allotment of the Class A Ordinary Shares underlying the Offered Securities under the Sales Agreement and Amendment is attached hereto as Exhibit 5.1 and is incorporated by reference herein.
The Sales Agent and its affiliates have engaged, and may in the future engage, in commercial and investment banking transactions with the Company in the ordinary course of their businesses. They have received, and expect to receive, customary compensation and expense reimbursement for these commercial and investment banking transactions.
This Form 6-K shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of Offered Securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
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Incorporation By Reference
This report on Form 6-K (“Report”) shall be deemed to be incorporated by reference into: (i) the Registration Statement; (ii) the registration statement on Form F-3 (File No. 333-281723) of the Company; (iii) the registration statement on Form S-8 (File No. 333-289245) of the Company, each filed with the U.S. Securities and Exchange Commission on, respectively, May 16, 2024, August 22, 2024, and August 5, 2025 (collectively, and as amended from time to time, the “Registration Statements”), and into each prospectus or prospectus supplement outstanding under the Registration Statements, to the extent not superseded by documents or reports subsequently filed or furnished by the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
Cautionary Statement Regarding Forward-Looking Statements
This Form 6-K contains forward-looking statements within the meaning of the federal securities laws. Forward-looking statements may generally be identified by the use of words such as “anticipate,” “believe,” “expect,” “intend,” “plan” and “will” or, in each case, their negative, or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. As a result, these statements are not guarantees of future performance and actual events may differ materially from those expressed in or suggested by the forward-looking statements. Any forward-looking statement made by the Company in this Form 6-K, its reports filed with the Securities and Exchange Commission (the “SEC”) and other public statements made from time-to-time speak only as of the date made. New risks and uncertainties come up from time to time, and it is impossible for the Company to predict or identify all such events or how they may affect it. The Company has no obligation, and does not intend, to update any forward-looking statements after the date hereof, except as required by federal securities laws. Factors that could cause these differences include, but are not limited to those included it the Company’s Annual Reports on Form 20-F and other reports filed by the Company with the SEC. These statements constitute the Company’s cautionary statements under the Private Securities Litigation Reform Act of 1995.
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EXHIBIT INDEX
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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: November 24, 2025
| HiTek Global Inc. | ||
| By: | /s/ Xiaoyang Huang | |
| Xiaoyang Huang | ||
| Chief Executive Officer | ||
| (Principal Executive Officer) | ||
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Exhibit 5.1
| Our ref | MUL/742937-000001/85141986v2 |
Hitek Global Inc.
PO Box 309, Ugland House
Grand Cayman
KY1-1104
Cayman Islands
24 November 2025
Hitek Global Inc.
We have acted as counsel as to Cayman Islands law to Hitek Global Inc. (the “Company”) in connection with the Company’s registration statement on Form F-3 (Registration No. 333-279459), including all amendments or supplements thereto, filed with the United States Securities and Exchange Commission (the “Commission”) under the United States Securities Act of 1933, as amended (including its exhibits, the “Registration Statement”) related to the offering and sale of Class A ordinary shares of a par value of US$0.0001 each of the Company (“Class A Ordinary Shares”) at an aggregate offering price of up to US$100,000,000, or up to 59,523,809 Class A Ordinary Shares.
This opinion letter is given in accordance with the terms of the Legal Matters section of the Registration Statement.
| 1 | Documents Reviewed |
We have reviewed originals, copies, drafts or conformed copies of the following documents:
| 1.1 | The certificate of incorporation dated 3 November 2017 and the amended and restated memorandum and articles of association of the Company as registered or adopted on 5 February 2024 (the “Memorandum and Articles”). |
| 1.2 | The written resolutions of the board of directors of the Company dated 15 May 2024, 8 October 2025 and 24 November 2025 (together, the “Resolutions”) and the written resolutions of the pricing committee of the board of directors of the Company (the “Committee”) dated 8 October 2025 and 24 November 2025 (together, the “Committee Resolutions”). |
| 1.3 | A certificate of good standing with respect to the Company issued by the Registrar of Companies (the “Certificate of Good Standing”). |
| 1.4 | A certificate from a director of the Company, a copy of which is attached to this opinion letter (the “Director’s Certificate”). |
| 1.5 | The base prospectus dated as of 29 May 2025 (the “Base Prospectus”). |
| 1.6 | The Registration Statement dated as of 16 May 2024 (which was declared effective by the Commission on 29 May 2024) including the Base Prospectus, the final prospectus supplement dated as of 8 October 2025 and the final amendment no. 1 to prospectus supplement dated as of 24 November 2025 (the “Prospectus”). |
| 1.7 | The sales agreement dated as of 8 October 2025 as amended by the amendment no. 1 to sales agreement dated as of 21 November 2025 between the Company and AC Sunshine Securities LLC as sales agent (the “Document”). |
| 2 | Assumptions |
The following opinions are given only as to, and based on, circumstances and matters of fact existing and known to us on the date of this opinion letter. These opinions only relate to the laws of the Cayman Islands which are in force on the date of this opinion letter. In giving the following opinions, we have relied (without further verification) upon the completeness and accuracy, as at the date of this opinion letter, of the Director’s Certificate and the Certificate of Good Standing. We have also relied upon the following assumptions, which we have not independently verified:
| 2.1 | The Document has been or will be authorised and duly executed and unconditionally delivered by or on behalf of all relevant parties in accordance with all relevant laws (other than, with respect to the Company, the laws of the Cayman Islands). |
| 2.2 | The Document is, or will be, legal, valid, binding and enforceable against all relevant parties in accordance with its terms under the laws of the State of New York (the “Relevant Law”) and all other relevant laws (other than, with respect to the Company, the laws of the Cayman Islands). |
| 2.3 | The choice of the Relevant Law as the governing law of the Document has been made in good faith and would be regarded as a valid and binding selection which will be upheld by the courts of the State of New York and any other relevant jurisdiction (other than the Cayman Islands) as a matter of the Relevant Law and all other relevant laws (other than the laws of the Cayman Islands). |
| 2.4 | Copies of documents, conformed copies or drafts of documents provided to us are true and complete copies of, or in the final forms of, the originals. |
| 2.5 | All signatures, initials and seals are genuine. |
| 2.6 | The capacity, power, authority and legal right of all parties under all relevant laws and regulations (other than, with respect to the Company, the laws and regulations of the Cayman Islands) to enter into, execute, unconditionally deliver and perform their respective obligations under the Document. |
| 2.7 | No invitation has been or will be made by or on behalf of the Company to the public in the Cayman Islands to subscribe for any of the Class A Ordinary Shares. |
| 2.8 | There is no contractual or other prohibition or restriction (other than as arising under Cayman Islands law) binding on the Company prohibiting or restricting it from entering into and performing its obligations under the Document. |
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| 2.9 | No monies paid to or for the account of any party under the Document or any property received or disposed of by any party to the Document in each case in connection with the Document or the consummation of the transactions contemplated thereby represent or will represent proceeds of criminal conduct or criminal property or terrorist property (as defined in the Proceeds of Crime Act (As Revised) and the Terrorism Act (As Revised), respectively). |
| 2.10 | There is nothing under any law (other than the laws of the Cayman Islands) which would or might affect the opinions set out below. Specifically, we have made no independent investigation of the Relevant Law. |
| 2.11 | The Company will receive money or money’s worth in consideration for the issue of the Class A Ordinary Shares and none of the Class A Ordinary Shares were or will be issued for less than par value. |
| 2.12 | At the time of the allotment and the issuance of the Class A Ordinary Shares: |
| (a) | the laws of the Cayman Islands (including the Companies Act (As Revised) (the “Companies Act”)) will not have changed; |
| (b) | the Company will have sufficient authorised but unallotted and unissued Class A Ordinary Shares; |
| (c) | the Company will not have been struck off or placed in liquidation; |
| (d) | the issue price for each share issued will not be less than the par value of such share; and |
| (e) | the Memorandum and Articles will not have been altered, amended or restated. |
Save as aforesaid we have not been instructed to undertake and have not undertaken any further enquiry or due diligence in relation to the transaction the subject of this opinion letter.
| 3 | Opinions |
Based upon, and subject to, the foregoing assumptions and the qualifications set out below, and having regard to such legal considerations as we deem relevant, we are of the opinion that:
| 3.1 | The Company has been duly incorporated as an exempted company with limited liability and is validly existing and in good standing with the Registrar of Companies under the laws of the Cayman Islands. |
| 3.2 | The Class A Ordinary Shares to be offered and issued by the Company as contemplated by the Registration Statement and the Document have been duly authorised for issue, and when issued by the Company against payment in full of the consideration as set out in the Registration Statement and the Document and in accordance with the terms set out in the Registration Statement and the Document, such Class A Ordinary Shares will be validly issued, fully paid and non-assessable. As a matter of Cayman Islands law, a share is only issued when it has been entered in the register of members (shareholders). |
| 3.3 | The execution, delivery and performance of the Document have been authorised by and on behalf of the Company and, once the Document has been executed and delivered by any director or officer of the Company, the Document will be duly executed and delivered on behalf of the Company and will constitute the legal, valid and binding obligations of the Company enforceable in accordance with its terms. |
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| 4 | Qualifications |
The opinions expressed above are subject to the following qualifications:
| 4.1 | The obligations assumed by the Company under the Document will not necessarily be enforceable in all circumstances in accordance with their terms. In particular: |
| (a) | enforcement may be limited by bankruptcy, insolvency, liquidation, reorganisation, readjustment of debts or moratorium or other laws of general application relating to protecting or affecting the rights of creditors and/or contributories; |
| (b) | enforcement may be limited by general principles of equity. For example, equitable remedies such as specific performance may not be available, inter alia, where damages are considered to be an adequate remedy; |
| (c) | where obligations are to be performed in a jurisdiction outside the Cayman Islands, they may not be enforceable in the Cayman Islands to the extent that performance would be illegal under the laws of that jurisdiction; and |
| (d) | some claims may become barred under relevant statutes of limitation or may be or become subject to defences of set off, counterclaim, estoppel and similar defences. |
| 4.2 | To maintain the Company in good standing with the Registrar of Companies under the laws of the Cayman Islands, annual filing fees must be paid and returns made to the Registrar of Companies within the time frame prescribed by law. |
| 4.3 | Under Cayman Islands law, the register of members (shareholders) is prima facie evidence of title to shares and this register would not record a third party interest in such shares. However, there are certain limited circumstances where an application may be made to a Cayman Islands court for a determination on whether the register of members reflects the correct legal position. Further, the Cayman Islands court has the power to order that the register of members maintained by a company should be rectified where it considers that the register of members does not reflect the correct legal position. As far as we are aware, such applications are rarely made in the Cayman Islands and for the purposes of the opinion given in paragraph 3.2, there are no circumstances or matters of fact known to us on the date of this opinion letter which would properly form the basis for an application for an order for rectification of the register of members of the Company, but if such an application were made in respect of the Class A Ordinary Shares, then the validity of such shares may be subject to re-examination by a Cayman Islands court. |
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| 4.4 | In this opinion letter the phrase “non-assessable” means, with respect to the issuance of shares, that a shareholder shall not, in respect of the relevant shares and in the absence of a contractual arrangement, or an obligation pursuant to the memorandum and articles of association, to the contrary, have any obligation to make further contributions to the Company’s assets (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstances in which a court may be prepared to pierce or lift the corporate veil). |
We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and to the references to our firm under the heading “Legal Matters” in the prospectus included in the Registration Statement. In providing our consent, we do not thereby admit that we are in the category of persons whose consent is required under section 7 of the Act or the Rules and Regulations of the Commission thereunder.
We express no view as to the commercial terms of the Document or whether such terms represent the intentions of the parties and make no comment with regard to warranties or representations that may be made by the Company.
The opinions in this opinion letter are strictly limited to the matters contained in the opinions section above and do not extend to any other matters. We have not been asked to review and we therefore have not reviewed any of the ancillary documents relating to the Document and express no opinion or observation upon the terms of any such document.
This opinion letter is addressed to you and may be relied upon by you, your counsel and purchasers of Units pursuant to the Registration Statement. This opinion letter is limited to the matters detailed herein and is not to be read as an opinion with respect to any other matter.
Yours faithfully
/s/ Maples and Calder (Cayman) LLP
Maples and Calder (Cayman) LLP
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Hitek Global Inc.
PO Box 309, Ugland House
Grand Cayman
KY1-1104
Cayman Islands
| To: | Maples and Calder (Cayman) LLP |
PO Box 309, Ugland House
Grand Cayman
KY1-1104
Cayman Islands
24 November 2025
Hitek Global Inc. (the “Company”)
I, the undersigned, being a director of the Company, am aware that you are being asked to provide an opinion letter (the “Opinion”) in relation to certain aspects of Cayman Islands law. Unless otherwise defined herein, capitalised terms used in this certificate have the respective meanings given to them in the Opinion. I hereby certify that:
| 1 | The Memorandum and Articles remain in full force and effect and are unamended. |
| 2 | The Company has not entered into any mortgages or charges over its property or assets other than those entered in the register of mortgages and charges of the Company. |
| 3 | Each of the Resolutions and the Committee Resolutions were duly passed in the manner prescribed in the Memorandum and Articles (including, without limitation, with respect to the disclosure of interests (if any) by directors of the Company) and have not been amended, varied or revoked in any respect. |
| 4 | The authorised share capital of the Company is US$50,000 divided into 431,808,000 Class A ordinary shares of a par value of US$0.0001 each, 58,192,000 Class B ordinary shares of a par value of US$0.0001 each and 10,000,000 preference shares of a par value of US$0.0001 each. |
| 5 | The shareholders of the Company (the “Shareholders”) have not restricted the powers of the directors of the Company in any way. |
| 6 | The directors of the Company at the date of each of the Resolutions and at the date of this certificate were and are as follows: Shenping Yin, Xiaoyang Huang, Lawrence Venick, Shuiqing Huang and Weijun Wang. |
| 7 | The sole member of the Committee at the date of the Committee Resolutions and at the date of this certificate were and are as follows: Xiaoyang Huang. |
| 8 | The minute book and corporate records of the Company as maintained at its registered office in the Cayman Islands and made available to you are complete and accurate in all material respects, and all minutes and resolutions filed therein represent a complete and accurate record of all meetings of the Shareholders and directors (or any committee thereof) of the Company (duly convened in accordance with the Memorandum and Articles) and all resolutions passed at the meetings or passed by written resolution or consent, as the case may be. |
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| 9 | Prior to, at the time of, and immediately following the approval of the transactions contemplated by the Registration Statement, the Company was, or will be, able to pay its debts as they fell, or fall, due and has entered, or will enter, into the transactions contemplated by the Registration Statement for proper value and not with an intention to defraud or wilfully defeat an obligation owed to any creditor or with a view to giving a creditor a preference. |
| 10 | Each director of the Company considers the transactions contemplated by the Registration Statement to be of commercial benefit to the Company and has acted in good faith in the best interests of the Company, and for a proper purpose of the Company, in relation to the transactions which are the subject of the Opinion. |
| 11 | To the best of my knowledge and belief, having made due inquiry, the Company is not the subject of legal, arbitral, administrative or other proceedings in any jurisdiction and neither the directors nor Shareholders have taken any steps to have the Company struck off or placed in liquidation. Further, no steps have been taken to wind up the Company or to appoint restructuring officers or interim restructuring officers, and no receiver has been appointed in relation to any of the Company’s property or assets. |
| 12 | To the best of my knowledge and belief, having made due inquiry, there are no circumstances or matters of fact existing which may properly form the basis for an application for an order for rectification of the register of members of the Company. |
| 13 | The Registration Statement has been, or will be, authorised and duly executed and delivered by or on behalf of all relevant parties in accordance with all relevant laws. |
| 14 | No invitation has been made or will be made by or on behalf of the Company to the public in the Cayman Islands to subscribe for any of the Class A Ordinary Shares. |
| 15 | The Class A Ordinary Shares to be issued pursuant to the Registration Statement have been, or will be, duly registered, and will continue to be registered, in the Company’s register of members (shareholders). |
| 16 | The Company is not a central bank, monetary authority or other sovereign entity of any state and is not a subsidiary, direct or indirect, of any sovereign entity or state. |
| 17 | There is no contractual or other prohibition or restriction (other than as arising under Cayman Islands law) binding on the Company prohibiting or restricting it from entering into and performing its obligations under the Document. |
(Signature Page follows)
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I confirm that you may continue to rely on this certificate as being true and correct on the day that you issue the Opinion unless I shall have previously notified you in writing personally to the contrary.
| Signature: | ||
| Name: | ||
| Title: | Director |
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Exhibit 10.1
Hitek Global Inc.
Class A ORDINARY SHARES
(par value $0.0001 per share)
AMENDMENT NO. 1 TO
SALES AGREEMENT
November 21, 2025
AC Sunshine Securities LLC
200 E. Robinson Street, Suite 295
Orlando, FL 32801
Ladies and Gentlemen:
This Amendment No. 1 (this “Amendment”) to the Sales Agreement (as defined below) is entered into as of the date first written above (the “Effective Date”) by Hitek Global Inc., an exempted company incorporated under the laws of the Cayman Islands (the “Company”), and AC Sunshine Securities LLC (the “Sales Agent”), in order to amend that certain Sales Agreement, dated October 8, 2025 (the “Sales Agreement”), to increase the aggregate offering price of up to $30,000,000 of Class A ordinary shares, par value $0.0001 per share of the Company (the “Class A Ordinary Shares”) to $100,000,000 of Class A Ordinary Shares; decrease the compensation of the Sales Agent for sales of Class A Ordinary Shares pursuant to the Sales Agreement from 3.5% of the gross proceeds per share of Class A Ordinary Shares to a commission rate of 3.0% of the gross proceeds; and to add a term of 6 months after which time the Sales Agreement will terminate, unless terminated sooner or extended pursuant as provided therein.
In accordance with Section 15 of the Sales Agreement, the parties do hereby amend the Sales Agreement as follows:
| 1. | Definitions. Unless otherwise specified herein, capitalized terms used in this Amendment and not otherwise defined shall have the meanings assigned to such terms in the Sales Agreement. |
| 2. | Representation and Warranty. The Company represents and warrants to the Sales Agent that this Amendment has been duly authorized, executed and delivered by, and is a valid and binding agreement of, the Company. |
| 3. | Amendments to the Sales Agreement. |
| (a) | The reference to “$30,000,000” in Section 1 of the Sales Agreement is hereby amended and replaced with “$100,000,000.” On and after the Effective Date, the Company shall have $100,000,000 aggregate gross sales amount of Class A Ordinary Shares available for issuance under the Sales Agreement, exclusive of any prior issuances before the Effective Date, if any. |
| (b) | Section 6(l) of the Sales Agreement is hereby amended and restated in its entirety as follows: |
“(l) At the time the Registration Statement and any Rule 462(b) Registration Statement was or will be filed with the Commission, at the time the Registration Statement and any Rule 462(b) Registration Statement was or will be declared effective by the Commission, and at the time the Company’s most recent Annual Report on Form 20-F was filed with the Commission, the Company met or will meet the then applicable requirements for the use of Form F-3 under the Securities Act. As of the close of trading on the Exchange on November 10, 2025, the aggregate market value of the outstanding voting and non-voting common equity (as defined in Rule 405) of the Company held by persons other than affiliates of the Company (pursuant to Rule 144 of the Securities Act, those that directly, or indirectly through one or more intermediaries, control, or are controlled by, or are under common control with, the Company) (the “Non-Affiliate Shares”), was approximately $87,595,561 (calculated by multiplying (x) 4.15 (the price at which the Class A Ordinary Shares of the Company was last sold on the Exchange on November 10, 2025) by (y) 21,107,364 (the number of Non-Affiliate Shares outstanding on November 10, 2025)). The Company is not a shell company (as defined in Rule 405) and has not been a shell company for at least 12 calendar months previously and if it has been a shell company at any time previously, has filed current Form 10 information (as defined in Instruction I.B.5. of Form F-3) with the Commission at least 12 calendar months previously reflecting its status as an entity that is not a shell company.”
| (c) | As of the date hereof, the text of Schedule 3 (Compensation) of the Sales Agreement is hereby amended and restated in its entirety as follows: |
“The Company shall pay to the Sales Agent in cash, upon each sale of Placement Shares through the Sales Agent pursuant to this Agreement, an amount equal to 3.0% of the aggregate gross proceeds from each sale of Placement Shares.”
| (d) | Section 11(d) of the Sales Agreement is hereby amended and restated in its entirety as follows: |
“(d) Unless earlier terminated pursuant to this Section 11, this Agreement shall automatically terminate upon the earlier to occur of (i) issuance and sale of all of the Placement Shares to or through the Sales Agent on the terms and subject to the conditions set forth herein, (ii) the expiration of the Registration Statement on the third (3rd) anniversary of the initial effective date of the Registration Statement pursuant to Rule 415(a)(5) under the Securities Act, and (iii) November 21, 2026; provided that the provisions of Section 7(g), Section 9, Section 10, Section 11(f), Section 16 and Section 17 hereof shall remain in full force and effect notwithstanding such termination.”
| 4. | References to Sales Agreement. All references to the Sales Agreement or in any other document executed or delivered in connection therewith shall, from the date hereof, be deemed a reference to the Sales Agreement as amended by this Amendment. Notwithstanding anything to the contrary contained herein, this Amendment shall not have any effect on offerings or sales of Class A Ordinary Shares prior to the Effective Date or on the terms of the Sales Agreement, and the rights and obligations of the parties thereunder, insofar as they relate to such offerings or sales, including, without limitation, the representations, warranties and agreements (including the indemnification and contribution provisions), as well as the definitions of “ATM Prospectus” and “Prospectus” contained in the Sales Agreement prior to the Effective Date. |
| 5. | Applicable Law. This Amendment and any claim, controversy or dispute arising hereunder or related hereto shall be governed by, and construed in accordance with, the laws of the State of New York without regard to its choice of law provisions. |
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| 6. | Severability. If any provision of this Amendment is determined to be illegal or unenforceable, the remaining provisions of this Amendment remain in full force, if the essential provisions of this Amendment for each party remain legal and enforceable. |
| 7. | Entire Agreement. The Sales Agreement, as amended by this Amendment, represents the entire agreement among the parties hereto with respect to the subject matter thereof and hereof and supersedes all prior and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof. Except as set forth in this Amendment or as further amended hereby, all of the terms of the Sales Agreement shall remain in full force and effect and are hereby confirmed in all respects. |
| 8. | No Further Modifications. Except for the modifications set forth in this Amendment, the Sales Agreement shall continue in full force and effect. This Amendment shall be binding upon, and shall inure to the benefit of, the parties thereto, and their respective successors and assigns. |
| 9. | Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same Amendment. Counterparts may be delivered via facsimile, electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. |
[Remainder of Page Intentionally Left Blank]
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If the foregoing correctly sets forth the understanding between the Company and the Sales Agent, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between the Company and the Sales Agent.
| Very truly yours, | |||
| HITEK GLOBAL INC. | |||
| By: | |||
| Name: | Xiaoyang Huang | ||
| Title: | Director and CEO | ||
| ACCEPTED AND AGREED as of the date first-above written: | |||
| AC SUNSHINE SECURITIES LLC | |||
| By: | |||
| Name: | Ying Cui | ||
| Title: | President and CEO | ||
[Signature Page to Amendment No. 1 to Sales Agreement]
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