MicroCloud Hologram Inc 6-K/A, filed Jan 29, 2024
MicroCloud Hologram Inc. (HOLO)
About this 6-K/A
MicroCloud Hologram Inc filed this 6-K/A on January 29, 2024.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K/A
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of January 2024
Commission File Number: 333-274650
MicroCloud Hologram Inc.
(Registrant’s Name)
Room 302, Building A, Zhong Ke Na Neng Building,
Yue Xing Sixth Road, Nanshan District, Shenzhen,
People’s Republic of China 518000
(Address of principal executive offices) (Zip Code)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Explanatory Note
This Amendment No. 1 to the Company’s current report on Form 6-K supplements the original current report on Form 6-K furnished to the SEC on January 24, 2024.
On January 27, 2024, the parties to each of the Convertible Note Purchase Agreement and Unsecured Convertible Promissory Note entered into an Amendment Agreement with the Company to shorten the Maturity Date (defined in the Note) of each Note to 360 days.
As a condition for the Company agreeing to shorten the Maturity Date of each Note, each Investor agreed to become subject to a monthly conversion cap in the event the Investors elect to convert any portion of the Outstanding Balance under the Notes to the ordinary shares of the Company.
The foregoing description of the Amendment Agreements are summaries of the material terms of such agreements, do not purport to be complete and are qualified in their entirety by reference to the Amendment Agreement, a form of which is attached hereto as Exhibits 99.1. The prospectus supplement relating to the offering subject to the CNPA, Notes, and Amendment Agreements is filed on the SEC’s web site at http://www.sec.gov.
The information contained in this Report is hereby incorporated by reference into the Company’s registration statement on Form F-3 as amended (File No. 333-274650), filed with the Commission on October 11, 2023.
1
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.
| MicroCloud Hologram Inc. | ||
| By: | /s/ Guohui Kang | |
| Name: | Guohui Kang | |
| Title: | Chief Executive Officer | |
Date: January 29, 2024
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EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Form of Note Amendment Agreement |
3
Exhibit 99.1
Amendment Agreement
To
Convertible Note Purchase Agreement (“CNPA”)
And
Unsecured Convertible Promissory Note (“Note”)
This Amendment to the CNPA and Note (“Amendment”) is executed as of June 27, 2024 by and among MicroCloud Hologram Inc. (“Company”) and the undersigned Investors of the Notes. Terms not defined herein have the meanings ascribed to them in the CNPA and Note.
Whereas, on January 23, 2024, the Company and each Investor entered into a CNPA, and on January 24, 2024, the Company issued to each Investor a Note pursuant to the terms of the CNPA;
Whereas, the Company and the Investors desire to shorten the Maturity Date under each of the Notes;
Whereas, in order to induce the Company to shorten the Maturity Date to 360 days after the Effective Date under the Note, the Company and the Investors are willing to make amendments to the Notes to implement a monthly conversion limit to each of the Notes.
Now therefore, in consideration of the premises and the mutual promises and covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, the parties hereto agree as follows:
| 1. | The first paragraph of each Note will be restated in its entirety as follows: |
FOR VALUE RECEIVED, MICROCLOUD HOLOGRAM INC., a Cayman Islands exempted company (“Borrower”), promises to pay to [ ] or its successors or assigns (“Lender”), $[amount in CNPA] and any interest, fees, charges, and late fees accrued hereunder on the date (the “Maturity Date”) that is 360 days after the date the Purchase Price for this Note is delivered by Lender to Borrower (the “Purchase Price Date”) in accordance with the terms set forth herein and to pay interest on the Outstanding Balance (as defined below) at the simple rate of 0% per annum from the Purchase Price Date until the same is paid in full.
| 2. | Monthly Conversion Cap. As a condition for the Company agreeing to shorten the Maturity Date of the Note, each Investor agrees to be subject to a monthly conversion cap equal to the lesser of (i) $[ ], or (ii) the quotient that is the Outstanding Balance divided by 12; provided that the monthly conversion cap may be waived by the Company by way of written agreement (“Monthly Conversion Cap”). Section 3.1 of the Note shall be restated in its entirety as follows: |
Conversions. Lender has the right at any time after the Purchase Price Date until the Outstanding Balance has been paid in full, at its election and subject to the Monthly Conversion Cap, to convert (“Conversion”) a portion of the Outstanding Balance into ordinary shares of par value US$0.0001 each of Borrower (“Conversion Shares”) as per the following conversion formula: the number of Conversion Shares equals the amount being converted (the “Conversion Amount”) divided by the Conversion Price. Conversion notices shall be in the form attached hereto as Exhibit A (each, a “Conversion Notice”) and may be effectively delivered to Borrower by any method set forth in the “Notices” section of the Purchase Agreement. Borrower shall take necessary actions to enable the share registrar or transfer agent to deliver the Conversion Shares from any Conversion to Lender or its Permitted Designee (as defined below) in accordance with Section 7 below. “Permitted Designee” means any individual, partnership, firm, corporation, association, trust, unincorporated organization or other entity which directly, legally and beneficially owns any issued and outstanding equity securities of Lender.
| 3. | Limited Effect. Except as amended hereby, each Note shall remain in full force and effect, and the valid and binding obligation of the parties thereto. |
| 4. | Counterparts. This Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. |
In witness hereof, the parties hereto, have caused this Amendment Agreement to be duly executed and delivered as of the date first written above.
| COMPANY AND BORROWER: | ||
| MicroCloud Hologram Inc. | ||
| By: | ||
| Name: | Guohui Kang | |
| Title: | Chief Executive Officer and Director | |
INVESTOR AND LENDER
| By: | ||
| Name: | ||
| Title: |