Brilliant N.E.V. Corp.
11/10/2026 | Press release | Distributed by Public on 11/10/2026 16:03
Material Agreement (Form 8-K)
Item 1.01. Entry into a Material Definitive Agreement.
On November 4, 2026, Origin Tea Inc. (the "Company") countersigned and accepted substantially identical Regulation S Subscription Agreements (collectively, the "Subscription Agreements") with 115 non-U.S. purchasers, thereby completing the coordinated closing of a private placement conducted in offshore transactions in reliance on Regulation S under the Securities Act of 1933, as amended (the "Securities Act"). The Subscription Agreements became binding on the Company upon such acceptance and countersignature.
Under the Subscription Agreements, 114 purchasers each subscribed for 2,500 shares of the Company's common stock (the "Shares") for RMB 100,000, and one purchaser subscribed for 5,000 Shares for RMB 200,000. The subscription and settlement price for subscriptions funded in Renminbi was fixed at RMB 40.00 per Share. In the aggregate, the Company accepted subscriptions for 290,000 Shares for total subscription consideration of RMB 11,600,000.
The subscription funds had been transmitted on or before August 31, 2026 to Hainan Baisha Yuanwu Yayun Tea Co., Ltd. (海南白沙源物雅韵茶叶有限公司) ("Baisha Yuanwu"), the Company's indirect wholly owned PRC subsidiary and authorized RMB collection agent. Until Company acceptance, the funds remained subject to acceptance or refund. Pursuant to the Subscription Agreements, the Company is obligated to cause the Shares to be issued in restricted book-entry form, subject to applicable transfer restrictions.
The Subscription Agreements also grant the accepted purchasers contractual resale registration rights. Following the closing, the Company is required to promptly commence preparation of, and as soon as reasonably practicable file with the Securities and Exchange Commission, a resale registration statement on Form S-1 or another appropriate form then available covering the resale of the Shares, and to use commercially reasonable efforts with respect to effectiveness and maintenance of the registration statement, in each case subject to the terms and conditions of the Subscription Agreements.
The foregoing description of the Subscription Agreements is qualified in its entirety by reference to the form of Regulation S Subscription Agreement filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
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