Mga Batayang Estadistika
CIK | 1911545 |
SEC Filings
SEC Filings (Chronological Order)
August 19, 2025 |
Form of Pre-Funded Warrant of the Company to be issued in this offering. Exhibit 4.4 PRE-FUNDED COMMON STOCK PURCHASE WARRANT Global Interactive Technologies, Inc. Warrant Shares: Issue Date: [●], 2025 This PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the da |
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August 19, 2025 |
Form of Common Warrant of the Company to be issued in this offering. Exhibit 4.3 COMMON STOCK PURCHASE WARRANT Global Interactive Technologies, Inc. Warrant Shares: Issue Date: [●], 2025 This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initia |
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August 19, 2025 |
Ex-Filing Fees CALCULATION OF FILING FEE TABLES S-1 Global Interactive Technologies, Inc. |
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August 19, 2025 |
As filed with the Securities and Exchange Commission on August 19, 2025. As filed with the Securities and Exchange Commission on August 19, 2025. Registration No. 333-288665 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Global Interactive Technologies, Inc. (Exact name of registrant as specified in its charter) Delaware 7370 88-1368281 (State or other jurisdict |
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August 19, 2025 |
Form of Securities Purchase Agreement. Exhibit 10.13 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of August [●], 2025, between Global Interactive Technologies, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the ter |
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August 19, 2025 |
Form of Placement Agency Agreement. Exhibit 1.1 August [●], 2025 D. Boral Capital LLC 590 Madison Avenue, 39th Floor New York, New York 10022 Ladies and Gentlemen: Subject to the terms and conditions herein (this “Agreement”) Global Interactive Technologies, Inc., a Delaware corporation (the “Company”), hereby agrees to sell up to an aggregate of (i) [●] (the “Shares”) of the Company’s common stock, $0.001 par value per share (the “ |
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August 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41763 Global Intera |
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August 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number 001-41763 CUSIP Number 411292204 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: June 30, 2025 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transit |
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August 1, 2025 |
As filed with the Securities and Exchange Commission on August 1, 2025. As filed with the Securities and Exchange Commission on August 1, 2025. Registration No. 333-288665 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Global Interactive Technologies, Inc. (Exact name of registrant as specified in its charter) Delaware 7370 88-1368281 (State or other jurisdicti |
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July 14, 2025 |
Exhibit 107 Calculation of Filing Fee Table Registration Statement on Form S-1 (Form Type) Global Interactive Technologies, Inc. |
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July 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 24, 2025 GLOBAL INTERACTIVE TECHNOLOGIES, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-41763 88-1368281 (State or other Jurisdiction of Incorporatio |
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July 14, 2025 |
As filed with the Securities and Exchange Commission on July 14, 2025. As filed with the Securities and Exchange Commission on July 14, 2025. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Global Interactive Technologies, Inc. (Exact name of registrant as specified in its charter) Delaware 7370 88-1368281 (State or other jurisdiction of incorporation or org |
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July 2, 2025 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 2, 2025 GLOBAL INTERACTIVE TECHNOLOGIES, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-41763 88-1368281 (State or other Jurisdiction of Incorporation) |
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June 25, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 24, 2025 GLOBAL INTERACTIVE TECHNOLOGIES, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-41763 88-1368281 (State or other Jurisdiction of Incorporation) |
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June 5, 2025 |
As confidentially submitted to the U.S. Securities and Exchange Commission on June 5, 2025. This draft registration statement has not been filed publicly with the U.S. Securities and Exchange Commission and all information contained herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Confidential Draft Submission No. 1 |
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May 22, 2025 |
Promissory Note, dated February 18, 2025, by the Company in favor of PixelArc.(5) Exhibit 10.1 PROMISSORY NOTE Effective Date: February 18, 2025 Total Loan Amount: $86,666.00 Interest Rate: 8% per annum Maturity Date: March 14, 2026 This Promissory Note (“Note”) is made and entered into as of February 18, 2025, by and between: 1. Global Interactive Technologies, INC (“Borrower” or “GITS”), a corporation organized under the laws of the State of Delaware, with its principal place |
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May 22, 2025 |
Promissory Note, dated April 18, 2025, by the Company in favor of PixelArc.(5) Exhibit 10.2 PROMISSORY NOTE Effective Date: April 18, 2025 Principal Amount: $86,000.00 Maturity Date: May 15, 2025 This Promissory Note (“Note”) is entered into by and between: Lender: PixelArc LLC A California limited liability company 950 N Kings Rd #218, West Hollywood, CA 90069 Borrower: Global Interactive Technologies, Inc. A Delaware corporation 160 Yeoeuiseo-ro, Yeongdeungpo-gu, Seoul, Ko |
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May 22, 2025 |
Notice of Conversion, dated May 20, 2025, between the Company and PixelArc.(5) Exhibit 10.4 PIXELARC LLC Notice of Election to Convert Secured Loans to Equity Date: May 20, 2025 To: Board of Directors Global Interactive Technologies, Inc. (“GITS”) From: PixelArc LLC RE: Election to Convert Outstanding Secured Loan Obligations Pursuant to Promissory Notes and Security Agreement PixelArc LLC (“PixelArc”), a secured creditor of Global Interactive Technologies, Inc. (“GITS” or t |
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May 22, 2025 |
Security Agreement, dated April 18, 2025, between the Company and PixelArc.(5) Exhibit 10.3 SECURITY AGREEMENT Effective Date: April 18, 2025 This Security Agreement (“Agreement”) is made by and between: Debtor: Global Interactive Technologies, Inc. (“GITS”), a Delaware corporation Secured Party: PixelArc LLC, a California limited liability company (“PixelArc”) - 1. Grant of Security Interest To secure Borrower’s obligations under the Promissory Note dated April 18, 2025 in |
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May 22, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 18, 2025 GLOBAL INTERACTIVE TECHNOLOGIES, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-41763 88-1368281 (State or other Jurisdiction of Incorporat |
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May 20, 2025 |
Exhibit 3.2 BYLAWS OF HANRYU HOLDINGS, INC. ARTICLE I Offices Section 1.1 Registered Office. The registered office of the corporation in the State of Delaware shall be set forth in the Certificate of Incorporation of the corporation (as amended, modified or restated, the “Certificate of Incorporation”). Section 1.2 Other Offices. The corporation may also have offices at such other places, both wit |
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May 20, 2025 |
Amended and Restated Certificate of Incorporation of Registrant Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF HANRYU HOLDINGS, INC. A Delaware Corporation ARTICLE I NAME The name of this corporation shall be Hanryu Holdings, Inc. (the “Corporation”). ARTICLE II REGISTERED OFFICE The address of the registered office of the Corporation in the State of Delaware is 1013 Centre Road, Suite 403-B, in the City of Wilmington, County of New Castle. T |
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May 20, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41763 Global Inter |
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May 20, 2025 |
Description of Registrant’s Securities Exhibit 4.3 CERTIFICATE NUMBER SHARES HANRYU HOLDINGS, INC. INCORPORATED UNDER THE LAWS OF DELAWARE COMMON STOCK SEE REVERSE FOR CERTAIN DEFINITIONS This Certifies that CUSIP 411292 105 is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF THE PAR VALUE OF $0.001 EACH OF HANRYU HOLDINGS, INC. transferable on the books of the Company in person or by duly authorized attorney upon s |
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May 20, 2025 |
Form of Common Stock Certificate Exhibit 4.1 CERTIFICATE NUMBER SHARES global interactive technologies, INC. INCORPORATED UNDER THE LAWS OF DELAWARE COMMON STOCK SEE REVERSE FOR CERTAIN DEFINITIONS This Certifies that CUSIP 411292 105 is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF THE PAR VALUE OF $0.001 EACH OF global interactive technologies, INC. transferable on the books of the Company in person or by |
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May 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number 001-41763 CUSIP Number 411292204 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2025 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transi |
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May 5, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 30, 2025 GLOBAL INTERACTIVE TECHNOLOGIES, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-41763 88-1368281 (State or other Jurisdiction of Incorporation |
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May 5, 2025 |
Global Interactive Technologies, Inc. Receives Compliance Notice from Nasdaq Exhibit 99.1 Global Interactive Technologies, Inc. Receives Compliance Notice from Nasdaq Seoul, Republic of South Korea, May 5, 2025 (ACCESS NEWSWIRE) - Global Interactive Technologies, Inc. (NASDAQ: GITS) (the “Company”), announced that on April 30, 2025 the Company received written notice from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company |
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April 30, 2025 |
Exhibit 97.1 Global Interactive Technologies, Inc. CLAWBACK POLICY A. OVERVIEW The Board of Directors (the “Board”) of Global Interactive Technologies, Inc. (the “Company”) believes that it is in the best interests of the Company and its shareholders to create and maintain a culture that emphasizes integrity and accountability. Accordingly, in accordance with the applicable rules of The Nasdaq Sto |
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April 30, 2025 |
Exhibit 10.4 Labor Contract “A” Hanryu Holdings, Inc. Address 160 Yeouiseo—ro, Yeongdeungpo-gu, Seoul, Republic of Korea “B” Name Juhyon Shin Date of Birth November 27, 1974 Address Cheongbuk-eup, Pyeongtaek-si, Gyeonggi-do, Republic of Korea “A” and “B” have conclude the contract below and promise to sincerely perform it. Article 1 (Labor Contact Period) The work contract of “B” shall not have a |
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April 30, 2025 |
Hanryu Holdings, Inc. Subscription Agreement Exhibit 10.7 HANRYU HOLDINGS, INC. May 31, 2023 SUBSCRIBER: RE: Securities Subscription Agreement To whom it may concern: This agreement (the “Agreement”) is entered into effective May 31, 2023 by and between Hanryu Holdings, Inc., a Delaware corporation (the “Company”) and [AUTHORIZED PERSON], a natural person (the “Subscriber”). Pursuant to the terms hereof, the Company hereby accepts the offer |
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April 30, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 For the transition period from to Commission file number: 001-41763 Global Interactiv |
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April 30, 2025 |
Exhibit 3.2 BYLAWS OF HANRYU HOLDINGS, INC. ARTICLE I Offices Section 1.1 Registered Office. The registered office of the corporation in the State of Delaware shall be set forth in the Certificate of Incorporation of the corporation (as amended, modified or restated, the “Certificate of Incorporation”). Section 1.2 Other Offices. The corporation may also have offices at such other places, both wit |
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April 30, 2025 |
Exhibit 10.1 Form of Lock-Up Agreement , 2023 Aegis Capital Corp. 1345 Avenue of the Americas 27th Floor New York, NY 10105 Ladies and Gentlemen: The undersigned understands that Aegis Capital Corp. (the “Underwriter”), proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Hanryu Holdings, Inc., a Delaware corporation (the “Company”), providing for the public offerin |
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April 30, 2025 |
Exhibit 10.3 Labor Contract “A” Hanryu Holdings, Inc. Address 160 Yeouiseo—ro, Yeongdeungpo-gu, Seoul, Republic of Korea “B” Name Tasehoon Kim Date of Birth January 30, 1974 Address 222, Seolleung-ro, Gangnam-gu, Seoul, Republic of Korea “A” and “B” have conclude the contract below and promise to sincerely perform it. Article 1 (Labor Contact Period) The work contract of“B ” shall not have a worki |
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April 30, 2025 |
Form of Common Stock Certificate of the Company.(1) Exhibit 4.1 CERTIFICATE NUMBER SHARES GLOBAL INTERACTIVE TECHNOLOGIES, INC. INCORPORATED UNDER THE LAWS OF DELAWARE COMMON STOCK SEE REVERSE FOR CERTAIN DEFINITIONS This Certifies that CUSIP 411292 105 is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF THE PAR VALUE OF $0.001 EACH OF GLOBAL INTERACTIVE TECHNOLOGIES, INC. transferable on the books of the Company in person or by |
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April 30, 2025 |
Exhibit 10.6 BUSINESS TRANSFER AGREEMENT This BUSINESS TRANSFER AGREEMENT (the “Agreement”) is made and entered into on June 22, 2022, by and between HANRYU BANK CO., LTD., a corporation incorporated in South Korea (the “Seller”), and KINGDOM HOLDINGS., a corporation incorporated in the Cayman Islands (the “Purchaser”). Background The parties hereto desire that Seller sell and transfer to Purchase |
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April 30, 2025 |
Exhibit 10.5 Labor Contract “A” Hanryu Holdings, Inc. Address 160 Yeouiseo—ro, Yeongdeungpo-gu, Seoul, Republic of Korea “B” Name David Gregg Date of Birth Address P.O. Box 3658 Palos Verdes Peninsula, California 90274 USA “A” and “B” have conclude the contract below and promise to sincerely perform it. Article 1 (Labor Contact Period) The work contract of “B” shall not have a working contract per |
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April 30, 2025 |
Exhibit 21.1 SUBSIDIARIES OF THE REGISTRANT Name Jurisdiction of Formation Faning Korea, LLC. Republic of Korea |
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April 30, 2025 |
Letter from BF Borgers, CPA, PC dated October 25, 2023 exhibit 16.1 5400 W Cedar Ave Lakewood, CO 80226 Telephone: 303.953.1454 Fax: 303.945.7991 October 25, 2023 United States Securities and Exchange Commission Office of the Chief Accountant 100 F Street, N.E. Washington, D.C. 20549 Re: Hanryu Holdings, Inc. Ladies and Gentleman: We have read the statements under item 4.01 in the Form 8-K dated October 23, 2023, of Hanryu Holdings, Inc. (the “Company |
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April 30, 2025 |
2022 Omnibus Equity Incentive Plan of the Company.(1) exhibit 10.2 HANRYU HOLDINGS, INC. 2022 OMNIBUS EQUITY INCENTIVE PLAN Hanryu Holdings, Inc., a Delaware corporation, sets forth herein the terms of its 2022 Omnibus Equity Incentive Plan, as follows: 1. PURPOSE The Plan is intended to enhance the Company’s and its Affiliates’ (as defined herein) ability to attract and retain highly qualified officers, Non-Employee Directors (as defined herein), ke |
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April 30, 2025 |
Amended and Restated Certificate of Incorporation of the Company.(1) Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF HANRYU HOLDINGS, INC. A Delaware Corporation ARTICLE I NAME The name of this corporation shall be Hanryu Holdings, Inc. (the “Corporation”). ARTICLE II REGISTERED OFFICE The address of the registered office of the Corporation in the State of Delaware is 1013 Centre Road, Suite 403-B, in the City of Wilmington, County of New Castle. T |
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April 30, 2025 |
Description of Registrant’s Securities Exhibit 4.3 CERTIFICATE NUMBER SHARES HANRYU HOLDINGS, INC. INCORPORATED UNDER THE LAWS OF DELAWARE COMMON STOCK SEE REVERSE FOR CERTAIN DEFINITIONS This Certifies that CUSIP 411292 105 is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF THE PAR VALUE OF $0.001 EACH OF HANRYU HOLDINGS, INC. transferable on the books of the Company in person or by duly authorized attorney upon s |
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April 29, 2025 |
Exhibit 99.1 Global Interactive Technologies, Inc. Announces Receipt of a Delinquency Compliance Alert Notice from Nasdaq Seoul, Republic of South Korea, April 28, 2025 (ACCESS NEWSWIRE) - Global Interactive Technologies, Inc. (NASDAQ: GITS) (the “Company”), announced that on April 24, 2025, it received a delinquency compliance alert notice from the Listing Qualifications Department of The Nasdaq |
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April 29, 2025 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 24, 2025 GLOBAL INTERACTIVE TECHNOLOGIES, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-41763 88-1368281 (State or other Jurisdiction of Incorporation |
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April 1, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: April 30, 2025 Estimated average burden hours per response ....……..2.50 SEC FILE NUMBER CUSIP NUMBER (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2024 ☐ Transi |
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March 18, 2025 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): February 18, 2025 GLOBAL INTERACTIVE TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 001-41763 88-1368281 (State or other jurisdiction of in |
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March 18, 2025 |
Debt Conversion Agreement between the Company and Evan Trust.(4) Exhibit 10.1 DEBT CONVERSION AGREEMENT between GLOBAL INTERACTIVE TECHNOLOGIES, INC. and EVAN TRUST dated as of [ February 18th ], 2025 DEBT CONVERSION AGREEMENT This Debt Conversion Agreement (this “Agreement”), dated as of [February 18th ], 2025, is entered into by and between Global Interactive Technologies, Inc., a Delaware corporation (the “Company”), and Evan Trust, a trust (the “Lender”). R |
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February 10, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): February 5, 2025 GLOBAL INTERACTIVE TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 001-41763 88-1368281 (State or other jurisdiction of inc |
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February 10, 2025 |
Global Interactive Technologies, Inc. Regains Compliance with Nasdaq’s Minimum Bid Price Requirement Exhibit 99.2 Global Interactive Technologies, Inc. Regains Compliance with Nasdaq’s Minimum Bid Price Requirement SEOUL, KR / ACCESS Newswire / February 10, 2025 / Global Interactive Technologies, Inc. (NASDAQ: GITS) (the “Company”), a media-tech company and creator of FANTOO, an all-in-one social media experience connecting k-culture fans globally, today announced that on February 10, 2025, the C |
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February 10, 2025 |
Global Interactive Technologies, Inc. Announces its Receipt of Determination Letter from Nasdaq Exhibit 99.1 Global Interactive Technologies, Inc. Announces its Receipt of Determination Letter from Nasdaq SEOUL, KR / ACCESS Newswire / February 10, 2025 / Global Interactive Technologies, Inc. (NASDAQ: GITS) (the “Company”), a media-tech company and creator of FANTOO, an all-in-one social media experience connecting k-culture fans globally, today announced that on February 5, 2025, the Company |
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January 23, 2025 |
Global Interactive Technologies, Inc. Announces 1-for-20 Reverse Stock Split Exhibit 99.1 Global Interactive Technologies, Inc. Announces 1-for-20 Reverse Stock Split Seoul, Korea, (January 22, 2025) (ACCESSWIRE) - - Global Interactive Technologies, Inc. (Nasdaq: GITS) (“Global Interactive” or the “Company”), a media-tech company and creator of FANTOO, an all-in-one social media experience connecting k-culture fans globally, today announced that it will effect a 1-for-20 r |
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January 23, 2025 |
Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company.(3) Exhibit 3.1 State of Delaware Secretary of State Division of Corporations Delivered 10:18 AM 01/10/2025 FILED 10:18 AM 01/10/2025 SR 20250085499 - File Number 6328975 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF GLOBAL INTERACTIVE TECHNOLOGIES, INC. Under Section 242 of the Delaware General Corporation Law (“DGCL”), IT IS HEREBY CERTIFIED THAT: 1. The name o |
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January 23, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 23, 2025 GLOBAL INTERACTIVE TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 001-41763 88-1368281 (State or other jurisdiction of incorporati |
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January 6, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 30, 2024 GLOBAL INTERACTIVE TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 001-41763 88-1368281 (State or other jurisdiction of incorporat |
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December 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 5, 2024 GLOBAL INTERACTIVE TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 001-41763 88-1368281 (State or other jurisdiction of incorporati |
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December 12, 2024 |
Amendment to the Bylaws of the Company.(2) Exhibit 3.2 AMENDMENT NO. 1 TO THE BYLAWS OF Global Interactive Technologies, Inc. (a Delaware corporation) December 5, 2024 The Bylaws of Hanryu Holdings, Inc., which will now be known as the Bylaws of Global Interactive Technologies, Inc., a Delaware corporation, are hereby amended as follows: 1. Section 2.5, shall be deleted in its entirety and replaced by the following which shall be inserted |
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December 12, 2024 |
Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company.(2) Exhibit 3.1 |
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December 2, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (RULE 14A-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2) ☒ Definiti |
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November 20, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (RULE 14A-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2) ☐ Definiti |
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November 20, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41763 Hanry |
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November 18, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: September 30, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition P |
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October 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41763 Hanryu Hol |
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September 30, 2024 |
Amended and Restated Certificate of Incorporation of Registrant Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF HANRYU HOLDINGS, INC. A DELAwARE CORPORATION ARTICLE I NAME The name of this corporation shall be Hanryu Holdings, Inc. (the “Corporation”). ARTICLE II REGISTERED OFFICE The address of the registered office of the Corporation in the State of Delaware is 1013 Centre Road, Suite 403-B, in the City of Wilmington, County of New Castle. T |
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September 30, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41763 Hanryu Holdi |
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September 30, 2024 |
Description of Registrant’s Securities Exhibit 4.3 DESCRIPTION OF SECURITIES Under “Description of Securities,” “we,” “us,” “our,” the “Company” and “our Company” refer to Hanryu Holdings, Inc. and not to any of its subsidiaries. General The following description of our capital stock and certain provisions of our certificate of incorporation and bylaws are summaries and are qualified by reference to the certificate of incorporation and |
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September 30, 2024 |
Form of Common Stock Certificate Exhibit 4.1 CERTIFICATE NUMBER SHARES HANRYU HOLDINGS, INC. INCORPORATED UNDER THE LAWS OF DELAWARE COMMON STOCK SEE REVERSE FOR CERTAIN DEFINITIONS This Certifies that CUSIP 411292 105 is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF THE PAR VALUE OF $0.001 EACH OF HANRYU HOLDINGS, INC. transferable on the books of the Company in person or by duly authorized attorney upon s |
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September 30, 2024 |
Exhibit 3.2 BYLAWS OF HANRYU HOLDINGS, INC. ARTICLE I Offices Section 1.1 Registered Office. The registered office of the corporation in the State of Delaware shall be set forth in the Certificate of Incorporation of the corporation (as amended, modified or restated, the “Certificate of Incorporation”). Section 1.2 Other Offices. The corporation may also have offices at such other places, both wit |
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August 23, 2024 |
Hanryu Holdings, Inc. Announces Receipt of a Delinquency Compliance Alert Notice from Nasdaq Exhibit 99.1 Hanryu Holdings, Inc. Announces Receipt of a Delinquency Compliance Alert Notice from Nasdaq Seoul, Republic of South Korea, August 23, 2024 (GLOBE NEWSWIRE) — Hanryu Holdings, Inc. (NASDAQ: HRYU) (“Hanryu” or the “Company”), a media-tech company and creator of FANTOO, an all-in-one social media experience connecting k-culture fans globally, today announced that on August 20, 2024, it |
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August 23, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 20, 2024 HANRYU HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-41763 88-1368281 (State or other jurisdiction of incorporation or organizatio |
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August 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: June 30, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition |
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August 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 6, 2024 HANRYU HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-41763 88-1368281 (State or other jurisdiction of incorporation or organization |
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July 16, 2024 |
Exhibit 10.7 BUSINESS TRANSFER AGREEMENT This BUSINESS TRANSFER AGREEMENT (the “Agreement”) is made and entered into on June 22, 2022, by and between HANRYU BANK CO., LTD., a corporation incorporated in South Korea (the “Seller”), and KINGDOM HOLDINGS., a corporation incorporated in the Cayman Islands (the “Purchaser”). Background The parties hereto desire that Seller sell and transfer to Purchase |
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July 16, 2024 |
Employment Agreement by and between David Gregg and Hanryu Bank Co., Ltd., dated January 1, 2022 Exhibit 10.5 Labor Contract “A” HanRyuBank Co., Ltd. Address Floors 2, 3, and 4 at Seoul Marina at 160 Yeouiseo—ro, Yeongdeungpo-gu, Seoul, Korea “B” Name David Gregg Date of Birth September 09, 1962 Address P.O. Box 3658 Palos Verdes Peninsula, California 90274 USA “A” and “B” have conclude the contract below and promise to sincerely perform it. Article 1 (Labor Contact Period) The work contract |
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July 16, 2024 |
Description of Registrant’s Securities Exhibit 4.3 DESCRIPTION OF SECURITIES Under “Description of Securities,” “we,” “us,” “our,” the “Company” and “our Company” refer to Hanryu Holdings, Inc. and not to any of its subsidiaries. General The following description of our capital stock and certain provisions of our certificate of incorporation and bylaws are summaries and are qualified by reference to the certificate of incorporation and |
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July 16, 2024 |
Letter from BF Borgers, CPA, PC dated October 25, 2023 Exhibit 16.1 5400 W Cedar Ave Lakewood, CO 80226 Telephone: 303.953.1454 Fax: 303.945.7991 October 25, 2023 United States Securities and Exchange Commission Office of the Chief Accountant 100 F Street, N.E. Washington, D.C. 20549 Re: Hanryu Holdings, Inc. Ladies and Gentleman: We have read the statements under item 4.01 in the Form 8-K dated October 23, 2023, of Hanryu Holdings, Inc. (the “Company |
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July 16, 2024 |
Exhibit 10.1 Form of Lock-Up Agreement , 2023 Aegis Capital Corp. 1345 Avenue of the Americas 27th Floor New York, NY 10105 Ladies and Gentlemen: The undersigned understands that Aegis Capital Corp. (the “Underwriter”), proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Hanryu Holdings, Inc., a Delaware corporation (the “Company”), providing for the public offerin |
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July 16, 2024 |
Exhibit 10.4 Oral Agreement Summary The below is a summary of the oral agreement between Hanryu Bank Co., Ltd (the “Company”) and Taehoon Kim. On June 1, 2022, Taehoon Kim entered into an employment agreement with the Company. Subsequently, Taehoon Kim entered into an oral agreement with the Company agreeing to waive his compensation until after Hanryu Holdings, Inc. consummates its Initial Public |
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July 16, 2024 |
Amended and Restated Certificate of Incorporation of Registrant Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF HANRYU HOLDINGS, INC. A delaware corporation ARTICLE I NAME The name of this corporation shall be Hanryu Holdings, Inc. (the “Corporation”). ARTICLE II REGISTERED OFFICE The address of the registered office of the Corporation in the State of Delaware is 1013 Centre Road, Suite 403-B, in the City of Wilmington, County of New Castle. T |
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July 16, 2024 |
Hanryu Holdings, Inc. Subscription Agreement Exhibit 10.8 HANRYU HOLDINGS, INC. May 31, 2023 SUBSCRIBER: RE: Securities Subscription Agreement To whom it may concern: This agreement (the “Agreement”) is entered into effective May 31, 2023 by and between Hanryu Holdings, Inc., a Delaware corporation (the “Company”) and [AUTHORIZED PERSON], a natural person (the “Subscriber”). Pursuant to the terms hereof, the Company hereby accepts the offer |
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July 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41763 Hanryu Holdings, |
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July 16, 2024 |
Exhibit 97.1 Hanryu Holdings, INC. CLAWBACK POLICY A. OVERVIEW The Board of Directors (the “Board”) of Hanryu Holdings, Inc. (the “Company”) believes that it is in the best interests of the Company and its shareholders to create and maintain a culture that emphasizes integrity and accountability. Accordingly, in accordance with the applicable rules of The Nasdaq Stock Market (the “Nasdaq Rules”), |
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July 16, 2024 |
Exhibit 3.2 BYLAWS OF HANRYU HOLDINGS, INC. ARTICLE I Offices Section 1.1 Registered Office. The registered office of the corporation in the State of Delaware shall be set forth in the Certificate of Incorporation of the corporation (as amended, modified or restated, the “Certificate of Incorporation”). Section 1.2 Other Offices. The corporation may also have offices at such other places, both wit |
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July 16, 2024 |
Hanryu Holdings, Inc 2022 Omnibus Equity Incentive Plan Exhibit 10.2 HANRYU HOLDINGS, INC. 2022 OMNIBUS EQUITY INCENTIVE PLAN Hanryu Holdings, Inc., a Delaware corporation, sets forth herein the terms of its 2022 Omnibus Equity Incentive Plan, as follows: 1. PURPOSE The Plan is intended to enhance the Company’s and its Affiliates’ (as defined herein) ability to attract and retain highly qualified officers, Non-Employee Directors (as defined herein), ke |
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July 16, 2024 |
Form of Common Stock Certificate Exhibit 4.1 CERTIFICATE NUMBER SHARES HANRYU HOLDINGS, INC. INCORPORATED UNDER THE LAWS OF DELAWARE COMMON STOCK SEE REVERSE FOR CERTAIN DEFINITIONS This Certifies that CUSIP 411292 105 is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF THE PAR VALUE OF $0.001 EACH OF HANRYU HOLDINGS, INC. transferable on the books of the Company in person or by duly authorized attorney upon s |
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July 16, 2024 |
Exhibit 10.6 Oral Agreement Summary The below is a summary of the oral agreement between Hanryu Bank Co., Ltd (the “Company”) and David Gregg. On January 1, 2022, David Gregg entered into an employment agreement with the Company. Subsequently, David Gregg entered into an oral agreement with the Company agreeing to waive his compensation until after Hanryu Holdings, Inc. consummates its Initial Pub |
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July 16, 2024 |
Employment Agreement by and between Taehoon Kim and Hanryu Bank Co., Ltd., dated June 1, 2022 Exhibit 10.3 Labor Contract “A” HanRyuBank Co., Ltd. Address Floors 2, 3, and 4 at Seoul Marina at 160 Yeouiseo—ro, Yeongdeungpo-gu, Seoul, Korea “B” Name TaeHoon Kim Date of Birth January 30, 1974 Address #101-1604, 222, Seolleung-ro, Gangnam-gu, Seoul “A” and “B” have conclude the contract below and promise to sincerely perform it. Article 1 (Labor Contact Period) The work contract of “B” shall |
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July 16, 2024 |
Exhibit 21.1 SUBSIDIARIES OF THE REGISTRANT Name Jurisdiction of Formation Hanryu Bank Co., Ltd. Republic of Korea FNS Co., Ltd. Republic of Korea Marine Island Co., Ltd. Republic of Korea |
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May 24, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 24, 2024 HANRYU HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-41763 88-1368281 (State or other jurisdiction of incorporation) (Commission Fil |
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May 24, 2024 |
Hanryu Holdings, Inc. Announces Receipt of a Delinquency Compliance Alert Notice from Nasdaq Exhibit 99.1 Hanryu Holdings, Inc. Announces Receipt of a Delinquency Compliance Alert Notice from Nasdaq Seoul, Republic of South Korea, May 24, 2024 (GLOBE NEWSWIRE) - Hanryu Holdings, Inc. (NASDAQ: HRYU) (“Hanryu” or the “Company”), a media-tech company and creator of FANTOO, an all-in-one social media experience connecting k-culture fans globally, today announced that on May 21, 2024, it recei |
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May 16, 2024 |
SEC FILE NUMBER: 001-41763 CUSIP NUMBER: 411292105 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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April 24, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 18, 2024 HANRYU HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-41763 88-1368281 (State or other jurisdiction of incorporation) (Commission F |
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April 24, 2024 |
Hanryu Holdings, Inc. Announces Receipt of a Delinquency Compliance Alert Notice from Nasdaq Hanryu Holdings, Inc. Announces Receipt of a Delinquency Compliance Alert Notice from Nasdaq Seoul, Republic of South Korea, April 24, 2024 — Hanryu Holdings, Inc. (NASDAQ: HRYU) (“Hanryu” or the “Company”), a media-tech company and creator of FANTOO, an all-in-one social media experience connecting k-culture fans globally, today announced that on April 18, 2024, it received a delinquency complian |
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April 2, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 001-41763 (Check One) ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report o |
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February 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 29, 2024 HANRYU HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-41763 88-1368281 (State or other jurisdiction of incorporation) (Commissio |
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February 29, 2024 |
Exhibit 99.1 24. 2. 29. ?? 12:49Gmail - ????? ?? ????https://mail.google.com/mail/u/0/?ik=be0f96e34e&view=pt&search=all&permmsgid=msg-f:1791949620660364422&simpl=msg-f:1791949620660?1/1Changhyuk Kang ????? ?? ??????? 2024? 2? 26? ?? 5:32????: ??? ????: [email protected] ??????. ?? ?? ?? HANRYU HOLDINGS INC. ????? ?? CEO/President? ??? ??????. ??? ?? ??, ? ?????? ?? ??? ?? ??? ?? ??? ? ??? ????? |
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February 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 29, 2024 HANRYU HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-41763 88-1368281 (State or other jurisdiction of incorporation) (Commissio |
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February 29, 2024 |
Exhibit 99.2 Exhibit 99.2 Hanryu Holdings, Inc.(KOREA) 160, Yeouiseo-Ro Youngdeungpo-Gu, Seoul Republic of Korea, 07231 ???? : ????? 20240226-001 ???? : 2024? 2? 26? ??? : HANRYU HOLDINGS,INC ???? ? ? : HANRYU HOLDINGS,INC ?? ??? ????? ?? ?? ?????? ?? ????? CEO?? ????? ??? ?? ?? ??????. ?? 12:00PM(????) ?????? ?? ?? ????? ?? ??? ??? ???. ?????? ??? ????? ??? ?? ???? ? ??? ?? ? ??? ??? ?? ?? ???? ? |
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February 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 26, 2024 HANRYU HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-41763 88-1368281 (State or other jurisdiction of incorporation) (Commission |
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February 14, 2024 |
US4112921055 / HANRYU HOLDINGS INC / Shin Hang Muk - SCHEDULE 13D Activist Investment 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, 41st Floor |
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February 14, 2024 |
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”) |
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February 14, 2024 |
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 Nove |
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February 14, 2024 |
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 Novembe |
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February 14, 2024 |
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 o |
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February 14, 2024 |
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 |
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February 14, 2024 |
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 |
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February 14, 2024 |
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 |
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February 12, 2024 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 12, 2024 HANRYU HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-41763 88-1368281 (State or other jurisdiction of incorporation) (Commissio |
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January 22, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 22, 2024 HANRYU HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-41763 88-1368281 (State or other jurisdiction of incorporation) (Commission |
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January 22, 2024 |
Exhibit 16.1 Onestop Assurance PAC 10 Anson Road #13-09 International Plaza Singapore 079903 Tel: 9644 9531 Email:[email protected] Website: www.onestop-ca.com November 24, 2023 Hanryu Holdings, Inc. 160, Yeouiseo-ro, Yeongdeungpo-gu, Seoul, Republic of Korea 07231 Attn: Mr. Chang Hyuk Kang, Chief Executive Officer OneStop Assurance PAC (“Onestop”, “we”, or “us”) is pleased to confirm our under |
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November 17, 2023 |
Exhibit 3.2 BYLAWS OF HANRYU HOLDINGS, INC. ARTICLE I Offices Section 1.1 Registered Office. The registered office of the corporation in the State of Delaware shall be set forth in the Certificate of Incorporation of the corporation (as amended, modified or restated, the “Certificate of Incorporation”). Section 1.2 Other Offices. The corporation may also have offices at such other places, both wit |
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November 17, 2023 |
Amended and Restated Certificate of Incorporation of Registrant Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF HANRYU HOLDINGS, INC. A Delaware Corporation ARTICLE I NAME The name of this corporation shall be Hanryu Holdings, Inc. (the “Corporation”). ARTICLE II REGISTERED OFFICE The address of the registered office of the Corporation in the State of Delaware is 1013 Centre Road, Suite 403-B, in the City of Wilmington, County of New Castle. T |
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November 17, 2023 |
Exhibit 10.1 Form of Lock-Up Agreement , 2023 Aegis Capital Corp. 1345 Avenue of the Americas 27th Floor New York, NY 10105 Ladies and Gentlemen: The undersigned understands that Aegis Capital Corp. (the “Underwriter”), proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Hanryu Holdings, Inc., a Delaware corporation (the “Company”), providing for the public offerin |
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November 17, 2023 |
Lease agreement dated March 27, 2020 Exhibit 10.2 Real Estate (Studio) Monthly Rent Agreement Lessor and lessee conclude the following lease agreement with the conditions below on the real estate as follows. Location Boutique Monaco (Seochodae-ro, 397) Room 1702, at 1316-5 Seocho-dong, Seocho-gu, Seoul, Korea Land Type Large Area 4284.8m2 Type of Ownership Site Right Site Right in Expenses of Site Right 23.75 of 4284.8 Building Struc |
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November 17, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41763 Hanryu H |
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November 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 001-41763 (Check One) ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: September 30, 2023 ☐ Transition Report on Form 0-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report o |
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October 27, 2023 |
Letter to SEC by BF Borgers CPA, PC to Securities and Exchange Commission Dated October 25, 2023 Exhibit 16.01 5400 W Cedar Ave Lakewood, CO 80226 Telephone: 303.953.1454 Fax: 303.945.7991 October 25, 2023 United States Securities and Exchange Commission Office of the Chief Accountant 100 F Street, N.E. Washington, D.C. 20549 Re: Hanryu Holdings, Inc. Ladies and Gentleman: We have read the statements under item 4.01 in the Form 8-K dated October 23, 2023, of Hanryu Holdings, Inc. (the “Compan |
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October 27, 2023 |
Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 23, 2023 HANRYU HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-41763 88-1368281 (State of Other Jurisdiction of Incorporation) (Commission |
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September 15, 2023 |
Amended and Restated Certificate of Incorporation of Registrant Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF HANRYU HOLDINGS, INC. A Delaware Corporation ARTICLE I NAME The name of this corporation shall be Hanryu Holdings, Inc. (the “Corporation”). ARTICLE II REGISTERED OFFICE The address of the registered office of the Corporation in the State of Delaware is 1013 Centre Road, Suite 403-B, in the City of Wilmington, County of New Castle. T |
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September 15, 2023 |
Exhibit 3.2 BYLAWS OF HANRYU HOLDINGS, INC. ARTICLE I Offices Section 1.1 Registered Office. The registered office of the corporation in the State of Delaware shall be set forth in the Certificate of Incorporation of the corporation (as amended, modified or restated, the “Certificate of Incorporation”). Section 1.2 Other Offices. The corporation may also have offices at such other places, both wit |
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September 15, 2023 |
Exhibit 10.1 Form of Lock-Up Agreement , 2023 Aegis Capital Corp. 1345 Avenue of the Americas 27th Floor New York, NY 10105 Ladies and Gentlemen: The undersigned understands that Aegis Capital Corp. (the “Underwriter”), proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Hanryu Holdings, Inc., a Delaware corporation (the “Company”), providing for the public offerin |
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September 15, 2023 |
Lease agreement dated March 27, 2020 Exhibit 10.2 Real Estate (Studio) Monthly Rent Agreement Lessor and lessee conclude the following lease agreement with the conditions below on the real estate as follows. Location Boutique Monaco (Seochodae-ro, 397) Room 1702, at 1316-5 Seocho-dong, Seocho-gu, Seoul, Korea Land Type Large Area 4284.8m2 Type of Ownership Site Right Site Right in Expenses of Site Right 23.75 of 4284.8 Building Struc |
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September 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: Hanryu Holdings, Inc (E |
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September 5, 2023 |
HRYU / Hanryu Holdings Inc / KO JOSHUA Activist Investment begin 644 schedule13dmunjoongkang.pdf M)5!$1BTQ+C,*)<3E\N7KI.@T,3&"C,@,"!O8FH*/#P@+T9I;'1EV\,WY+ZD M&\9S@<,UK1^A?>DYEWNPL883NVKSK=$-WRTR8@B,&2$4GI^!UNQ\!T> M(FDB:D/'&2$ZCJP9L33R,CS/P&6;/.'%3D),$?M,A5%\?OPY9QD\C=AZ-GH M5 1.@0O^82U+.H@+^;=4?)24+*'>5N:)N='>ODO+Q81X;R*JL^-T6GJ6%9 M'ZVX+SRW5?;R'3AZ@X>? W.V&+A^OY/G$Q)IY,+6G,JBKOJ5>H@QFT*7=6>9+T&/+F]1'E&PTROJ(U&BJO.MK:MCBC^97T N5"L',.S*O"SZGJT:6L(JQAYI;- |
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September 5, 2023 |
HRYU / Hanryu Holdings Inc / KO JOSHUA Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ) HANRYU HOLDINGS, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 411292105 (CUSIP Number) Joshua M. Ko, Esq. 1855 W. Katella Ave., Suite 365 Orange, CA 92867 (714) 771-2281 (Name, Address and Telephone Number of Person Authorized to Recei |
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September 5, 2023 |
HRYU / Hanryu Holdings Inc / KO JOSHUA Activist Investment begin 644 schedule13dsiyoungjang.pdf M)5!$1BTQ+C,*)<3E\N7KI.@T,3&"C,@,"!O8FH*/#P@+T9I;'1EV\,WY+ZD M&\9S@<,UK1^A?>DYEWNPL883NVKSK=$-WRTR8@B,&2$4GI^!UNQ\!T> M(FDB:D/'&2$ZCJP9L33R,CS/P&6;/.'%3D),$?M,A5%\?OPY9QD\C=AZ-GH M5 1.@0O^82U+.H@+^;=4?)24+*'>5N:)N='>ODO+Q81X;R*JL^-T6GJ6%9 M'ZVX+SRW5?;R'3AZ@X>? W.V&+A^OY/G$Q)IY,+6G,JBKOJ5>H@QFT*7=6>9+T&/+F]1'E&PTROJ(U&BJO.MK:MCBC^97T N5"L',.S*O"SZGJT:6L(JQAYI;-5 |
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September 5, 2023 |
HRYU / Hanryu Holdings Inc / KO JOSHUA Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ) HANRYU HOLDINGS, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 411292105 (CUSIP Number) Joshua M. Ko, Esq. 1855 W. Katella Ave., Suite 365 Orange, CA 92867 (714) 771-2281 (Name, Address and Telephone Number of Person Authorized to Recei |
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August 7, 2023 |
Hanryu Holdings, Inc. Announces Closing of $8.8 Million Initial Public Offering Exhibit 99.1 Hanryu Holdings, Inc. Announces Closing of $8.8 Million Initial Public Offering SEOUL, SOUTH KOREA / ACCESSWIRE / August 3, 2023 / Hanryu Holdings, Inc. (“Hanryu” or the “Company”) (NASDAQ:HRYU), a media-tech company and creator of FANTOO, an all-in-one social media experience connecting k-culture fans globally, today announced the closing of its initial public offering of 877,328 sha |
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August 7, 2023 |
Exhibit 1.1 Underwriting Agreement July 31, 2023 Aegis Capital Corp. 1345 Avenue of the Americas, 27th Floor New York, NY 10105 Ladies and Gentlemen: Hanryu Holdings, Inc., a Delaware corporation (the “Company”), agrees, subject to the terms and conditions in this agreement (this “Agreement”), to issue and sell to Aegis Capital Corp., (the “Underwriter”) 877,328 shares of common stock (the “Firm S |
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August 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 4, 2023 Hanryu Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41763 88-1368281 (State or other jurisdiction of incorpora |
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August 4, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 4, 2023 Hanryu Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40894 88-1368281 (State or other jurisdiction of incorporation) (Commission Fi |
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August 4, 2023 |
Hanryu Holdings, Inc. Announces Closing of $8.8 Million Initial Public Offering Exhibit 99.1 Hanryu Holdings, Inc. Announces Closing of $8.8 Million Initial Public Offering SEOUL, SOUTH KOREA / ACCESSWIRE / August 3, 2023 / Hanryu Holdings, Inc. ("Hanryu" or the "Company") (NASDAQ:HRYU), a media-tech company and creator of FANTOO, an all-in-one social media experience connecting k-culture fans globally, today announced the closing of its initial public offering of 877,328 sha |
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August 4, 2023 |
Exhibit 1.1 Underwriting Agreement July 31, 2023 Aegis Capital Corp. 1345 Avenue of the Americas, 27th Floor New York, NY 10105 Ladies and Gentlemen: Hanryu Holdings, Inc., a Delaware corporation (the “Company”), agrees, subject to the terms and conditions in this agreement (this “Agreement”), to issue and sell to Aegis Capital Corp., (the “Underwriter”) 877,328 shares of common stock (the “Firm S |
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August 2, 2023 |
PROSPECTUS Filed pursuant to Rule 424(b)(4) Registration Statement No. 333-269419 877,328 Shares of Common Stock HANRYU HOLDINGS, INC. We are offering 877,328 shares of our common stock, par value $0.001 per share (“common stock”). This is our initial public offering and no public market currently exists for our common stock. The selling stockholders, identified herein as the Selling Stockholders, |
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July 31, 2023 |
Hanryu holdings, inc. 160, Yeouiseo-ro, Yeongdeungpo-gu Seoul, Republic of Korea 07231 July 31, 2023 Hanryu holdings, inc. 160, Yeouiseo-ro, Yeongdeungpo-gu Seoul, Republic of Korea 07231 July 31, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Hanryu Holdings, Inc. Registration Statement on Form S-1 Filed January 26, 2023, as amended File No. 333-269419 Ladies and Gentlemen: Hanryu Holdings, Inc. (the “Company”) hereby |
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July 31, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 HANRYU HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 88-1368281 (State of incorporation or organization) (I.R.S. Employer Identification No.) 160, Yeouiseo-ro, Yeon |
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July 31, 2023 |
July 31, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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July 28, 2023 |
July 28, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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July 28, 2023 |
Hanryu holdings, inc. 160, Yeouiseo-ro, Yeongdeungpo-gu Seoul, Republic of Korea 07231 July 28, 2023 Hanryu holdings, inc. 160, Yeouiseo-ro, Yeongdeungpo-gu Seoul, Republic of Korea 07231 July 28, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Hanryu Holdings, Inc. Registration Statement on Form S-1 Filed January 26, 2023, as amended File No. 333-269419 Ladies and Gentlemen: Hanryu Holdings, Inc. (the “Company”) hereby |
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July 26, 2023 |
July 26, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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July 26, 2023 |
As filed with the Securities and Exchange Commission on July 26, 2023 As filed with the Securities and Exchange Commission on July 26, 2023 Registration No. |
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July 26, 2023 |
Hanryu holdings, inc. 160, Yeouiseo-ro, Yeongdeungpo-gu Seoul, Republic of Korea 07231 July 26, 2023 Hanryu holdings, inc. 160, Yeouiseo-ro, Yeongdeungpo-gu Seoul, Republic of Korea 07231 July 26, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Hanryu Holdings, Inc. Registration Statement on Form S-1 Filed January 26, 2023, as amended File No. 333-269419 Ladies and Gentlemen: Pursuant to Rule 461 of the General Rules an |
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July 14, 2023 |
Filed Pursuant to Rule 433 Issuer Free Writing Prospectus Dated July 13, 2023 Relating to Preliminary Prospectus Dated July 11th 2023 Registration No. |
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July 12, 2023 |
As filed with the Securities and Exchange Commission on July 11, 2023 As filed with the Securities and Exchange Commission on July 11, 2023 Registration No. |
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July 11, 2023 |
Hanryu Holdings, Inc. 160, Yeouiseo-ro Yeongdeungpo-gu, Seoul Republic of Korea 07231 Hanryu Holdings, Inc. 160, Yeouiseo-ro Yeongdeungpo-gu, Seoul Republic of Korea 07231 July 11, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F. Street, N.E. Mail Stop 3720 Washington, DC 20549 Attention: Edwin Kim, Staff Attorney Melissa Kindelan, Senior Staff Accountant Re: Hanryu Holdings, Inc. Amendment No. 12 to Registr |
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July 10, 2023 |
Exhibit 10.1 Real Estate (Studio) Monthly Rent Agreement Lessor and lessee conclude the following lease agreement with the conditions below on the real estate as follows. Location Boutique Monaco (Seochodae-ro, 397) Room 1702, at 1316-5 Seocho-dong, Seocho-gu, Seoul, Korea Land Type Large Area 4284.8m2 Type of Site Right Ownership in Site Right Expenses of Site Right 23.75 of 4284.8 Building Struc |
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July 10, 2023 |
Exhibit 10.21 HANRYU HOLDINGS, INC. May 31, 2023 SUBSCRIBER: RE: Securities Subscription Agreement To whom it may concern: This agreement (the “Agreement”) is entered into effective May 31, 2023 by and between Hanryu Holdings, Inc., a Delaware corporation (the “Company”) and [AUTHORIZED PERSON], a natural person (the “Subscriber”). Pursuant to the terms hereof, the Company hereby accepts the offer |
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July 10, 2023 |
Exhibit 10.19 BUSINESS TRANSFER AGREEMENT This BUSINESS TRANSFER AGREEMENT (the “Agreement”) is made and entered into on June 22, 2022, by and between HANRYU BANK CO., LTD., a corporation incorporated in South Korea (the “Seller”), and KINGDOM HOLDINGS., a corporation incorporated in the Cayman Islands (the “Purchaser”). Background The parties hereto desire that Seller sell and transfer to Purchas |
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July 10, 2023 |
Contract of acquisition of bond with warrant Exhibit 10.7 Contract of acquisition of bond with warrant This Agreement is entered into between the following parties on May 18, 2021. SELLER: HANRYUBANK CO., LTD. PURCHASER: LA PRIMERA CAPITAL INVESTMENTS, LLC (Purpose] (1) This contract is the 10th New Shareholder Bond (hereinafter referred to as “this bond”) 100 million won issued by the issuing company HanryuBank Co., Ltd. The purpose is to d |
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July 10, 2023 |
Bond, Stock, and Management Right Transfer Contract Exhibit 2.5 Bond, Stock, and Management Right Transfer Contract This bond, stock, and management right transfer contract (hereinafter referred to as “This Contract”) was concluded by the following parties as of June 30, 2021. 1. Transferer Sewang Co., Ltd. CEO: Jungshin Kong D-43 on floor 6 at 602, Youngdongdae-ro, Gangnam-gu, Seoul, Korea (Samsung-dong) 2. Transferee Hanryu Bank Co., Ltd. B-dong, |
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July 10, 2023 |
Filing Fee Table (to be filed as an exhibit to the filed Registration Statement) Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Hanryu Holdings, Inc. |
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July 10, 2023 |
As filed with the Securities and Exchange Commission on July 7, 2023 As filed with the Securities and Exchange Commission on July 7, 2023 Registration No. |
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July 10, 2023 |
Exhibit 10.9 Hanryu Bank Co., Ltd. The 11th Bearer Separate Privately Placed Bond with Warrant Underwriting Agreement Issuing Company: Hanryu Bank Co., Ltd. Underwriter: Midas AI Co., Ltd. Underwriting Agreement concluded on July 2, 2021 Date of Payment and Issuance: July 2, 2021 This bond with warrant underwriting agreement was concluded between the following parties on July 2, 2021. Issuer Hanry |
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July 10, 2023 |
Exhibit 10.10 Hanryu Bank Co., Ltd. The 12th Bearer Separate Privately Placed Bond with Warrant Underwriting Agreement Issuing Company: Hanryu Bank Co., Ltd. Underwriter: Changhyuk Kang, Donghoon Park Underwriting Agreement concluded on July 1, 2021 Date of Payment and Issuance: July 1, 2021 This bond with warrant underwriting agreement was concluded between the following parties on July 2, 2021. |
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June 21, 2023 |
As filed with the Securities and Exchange Commission on June 21, 2023 As filed with the Securities and Exchange Commission on June 21, 2023 Registration No. |
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June 21, 2023 |
Hanryu Holdings, Inc. 160, Yeouiseo-ro Yeongdeungpo-gu, Seoul Republic of Korea 07231 Hanryu Holdings, Inc. 160, Yeouiseo-ro Yeongdeungpo-gu, Seoul Republic of Korea 07231 June 21, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F. Street, N.E. Mail Stop 3720 Washington, DC 20549 Attention: Edwin Kim, Staff Attorney Melissa Kindelan, Senior Staff Accountant Re: Hanryu Holdings, Inc. Amendment No. 9 to Registra |
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June 8, 2023 |
Exhibit 2.5 Bond, Stock, and Management Right Transfer Contract This bond, stock, and management right transfer contract (hereinafter referred to as “This Contract”) was concluded by the following parties as of June 30, 2021. 1. Transferer Sewang Co., Ltd. CEO: Jungshin Kong D-43 on floor 6 at 602, Youngdongdae-ro, Gangnam-gu, Seoul, Korea (Samsung-dong) 2. Transferee Hanryu Bank Co., Ltd. B-dong, |
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June 8, 2023 |
Lease Agreement dated March 27, 2020. Exhibit 10.1 Real Estate (Studio) Monthly Rent Agreement Lessor and lessee conclude the following lease agreement with the conditions below on the real estate as follows. Location Boutique Monaco (Seochodae-ro, 397) Room 1702, at 1316-5 Seocho-dong, Seocho-gu, Seoul, Korea Land Type Large Area 4284.8m2 Type of Site Right Ownership in Site Right Expenses of Site Right 23.75 of 4284.8 Building Struc |
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June 8, 2023 |
Exhibit 10.9 Hanryu Bank Co., Ltd. The 11th Bearer Separate Privately Placed Bond with Warrant Underwriting Agreement Issuing Company: Hanryu Bank Co., Ltd. Underwriter: Midas AI Co., Ltd. Underwriting Agreement concluded on July 2, 2021 Date of Payment and Issuance: July 2, 2021 This bond with warrant underwriting agreement was concluded between the following parties on July 2, 2021. Issuer Hanry |
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June 8, 2023 |
Exhibit 10.10 Hanryu Bank Co., Ltd. The 12th Bearer Separate Privately Placed Bond with Warrant Underwriting Agreement Issuing Company: Hanryu Bank Co., Ltd. Underwriter: Changhyuk Kang, Donghoon Park Underwriting Agreement concluded on July 1, 2021 Date of Payment and Issuance: July 1, 2021 This bond with warrant underwriting agreement was concluded between the following parties on July 2, 2021. |
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June 8, 2023 |
Hanryu Holdings, Inc. Subscription Agreement Exhibit 10.21 HANRYU HOLDINGS, INC. May 31, 2023 SUBSCRIBER: RE: Securities Subscription Agreement To whom it may concern: This agreement (the “Agreement”) is entered into effective May 31, 2023 by and between Hanryu Holdings, Inc., a Delaware corporation (the “Company”) and [AUTHORIZED PERSON], a natural person (the “Subscriber”). Pursuant to the terms hereof, the Company hereby accepts the offer |
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June 8, 2023 |
Exhibit 10.7 Contract of acquisition of bond with warrant This Agreement is entered into between the following parties on May 18, 2021. SELLER: HANRYUBANK CO., LTD. PURCHASER: LA PRIMERA CAPITAL INVESTMENTS, LLC (Purpose] (1) This contract is the 10th New Shareholder Bond (hereinafter referred to as “this bond”) 100 million won issued by the issuing company HanryuBank Co., Ltd. The purpose is to d |
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June 8, 2023 |
S-1/A 1 ea179905-s1a10hanryu.htm AMENDMENT NO. 10 TO FORM S-1 As filed with the Securities and Exchange Commission on June 8, 2023. Registration No. 333-269419 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 10 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 HANRYU HOLDINGS, INC. (Exact name of Registrant as specified in its charter) Delawa |
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June 8, 2023 |
Filing Fee Table (to be filed as an exhibit to the filed Registration Statement) Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Hanryu Holdings, Inc. |
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June 8, 2023 |
Exhibit 10.19 BUSINESS TRANSFER AGREEMENT This BUSINESS TRANSFER AGREEMENT (the “Agreement”) is made and entered into on June 22, 2022, by and between HANRYU BANK CO., LTD., a corporation incorporated in South Korea (the “Seller”), and KINGDOM HOLDINGS., a corporation incorporated in the Cayman Islands (the “Purchaser”). Background The parties hereto desire that Seller sell and transfer to Purchas |
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June 2, 2023 |
Filing Fee Table (to be filed as an exhibit to the filed Registration Statement) Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Hanryu Holdings, Inc. |
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June 2, 2023 |
As filed with the Securities and Exchange Commission on June 2, 2023 As filed with the Securities and Exchange Commission on June 2, 2023 Registration No. |
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April 20, 2023 |
Hanryu Holdings, Inc. MediaTechCompanyCreatorofFANTOO, anAll - In - OneSocialExperiencePlatform ConnectingK - CultureFansAroundtheWorld Hanryu Holdings, Inc. Copyright 2023, All rights reserved. Filed Pursuant to Rule 433 Issuer Free Writing Prospectus Dated April 20, 2023 Relating to Preliminary Prospectus Dated April 13, 2023 Registration No. 333 - 269419 Disclaimer This presentation highlights |
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April 13, 2023 |
Hanryu Holdings, Inc. 160, Yeouiseo-ro Yeongdeungpo-gu, Seoul Republic of Korea 07231 Hanryu Holdings, Inc. 160, Yeouiseo-ro Yeongdeungpo-gu, Seoul Republic of Korea 07231 April 13, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F. Street, N.W. Mail Stop 6010/3561 Washington, DC 20549 Attention: Melissa Kindelan, Senior Staff Accountant Kathleen Collins, Accounting Branch Chief Larry Spirgel, Office Chief Edw |
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April 13, 2023 |
As filed with the Securities and Exchange Commission on April 13, 2023 As filed with the Securities and Exchange Commission on April 13, 2023 Registration No. |
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April 11, 2023 |
As filed with the Securities and Exchange Commission on April 11, 2023 As filed with the Securities and Exchange Commission on April 11, 2023 Registration No. |
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April 6, 2023 |
Form of Underwriting Agreement Exhibit 1.1 Underwriting Agreement [PRICING DATE], 2023 Aegis Capital Corp. 1345 Avenue of the Americas, 27th Floor New York, NY 10105 Ladies and Gentlemen: Hanryu Holdings, Inc., a Delaware corporation (the “Company”), agrees, subject to the terms and conditions in this agreement (this “Agreement”), to issue and sell to Aegis Capital Corp., (the “Underwriter”) [●] shares of common stock (the “Fir |
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April 6, 2023 |
Filing Fee Table (to be filed as an exhibit to the filed Registration Statement) Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Hanryu Holdings, Inc. |
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April 6, 2023 |
As filed with the Securities and Exchange Commission on April 6, 2023 As filed with the Securities and Exchange Commission on April 6, 2023 Registration No. |
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April 6, 2023 |
Hanryu Holdings, Inc. 160, Yeouiseo-ro Yeongdeungpo-gu, Seoul Republic of Korea 07231 Hanryu Holdings, Inc. 160, Yeouiseo-ro Yeongdeungpo-gu, Seoul Republic of Korea 07231 April 6, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F. Street, N.W. Mail Stop 6010/3561 Washington, DC 20549 Attention: Melissa Kindelan, Senior Staff Accountant Kathleen Collins, Accounting Branch Chief Larry Spirgel, Office Chief Edwi |
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March 30, 2023 |
Hanryu Holdings, Inc. 160, Yeouiseo-ro Yeongdeungpo-gu, Seoul Republic of Korea 07231 Hanryu Holdings, Inc. 160, Yeouiseo-ro Yeongdeungpo-gu, Seoul Republic of Korea 07231 March 30, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F. Street, N.W. Mail Stop 6010/3561 Washington, DC 20549 Attention: Melissa Kindelan, Senior Staff Accountant Kathleen Collins, Accounting Branch Chief Larry Spirgel, Office Chief Edw |
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March 30, 2023 |
As filed with the Securities and Exchange Commission on March 30, 2023 As filed with the Securities and Exchange Commission on March 30, 2023 Registration No. |
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March 21, 2023 |
As filed with the Securities and Exchange Commission on March 21, 2023 As filed with the Securities and Exchange Commission on March 21, 2023 Registration No. |
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February 13, 2023 |
As filed with the Securities and Exchange Commission on February 13, 2023 As filed with the Securities and Exchange Commission on February 13, 2023 Registration No. |
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February 13, 2023 |
Hanryu Holdings, Inc. 160, Yeouiseo-ro Yeongdeungpo-gu, Seoul Republic of Korea 07231 Hanryu Holdings, Inc. 160, Yeouiseo-ro Yeongdeungpo-gu, Seoul Republic of Korea 07231 February 13, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F. Street, N.W. Mail Stop 6010/3561 Washington, DC 20549 Attention: Melissa Kindelan, Senior Staff Accountant Kathleen Collins, Accounting Branch Chief Larry Spirgel, Office Chief |
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February 9, 2023 |
As filed with the Securities and Exchange Commission on February 9, 2023 As filed with the Securities and Exchange Commission on February 9, 2023 Registration No. |
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February 9, 2023 |
Hanryu Holdings, Inc. 160, Yeouiseo-ro Yeongdeungpo-gu, Seoul Republic of Korea 07231 Hanryu Holdings, Inc. 160, Yeouiseo-ro Yeongdeungpo-gu, Seoul Republic of Korea 07231 February 9, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F. Street, N.W. Mail Stop 6010/3561 Washington, DC 20549 Attention: Melissa Kindelan, Senior Staff Accountant Kathleen Collins, Accounting Branch Chief Larry Spirgel, Office Chief E |
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February 7, 2023 |
Exhibit 10.18 Oral Agreement Summary The below is a summary of the oral agreement between Hanryu Bank Co., Ltd (the “Company”) and David Gregg. On January 1, 2022, David Gregg entered into an employment agreement with the Company. Subsequently, David Gregg entered into an oral agreement with the Company agreeing to waive his compensation until after Hanryu Holdings, Inc. consummates its Initial Pu |
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February 7, 2023 |
As filed with the Securities and Exchange Commission on February 6, 2023 As filed with the Securities and Exchange Commission on February 6, 2023 Registration No. |
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February 7, 2023 |
Exhibit 10.16 Oral Agreement Summary The below is a summary of the oral agreement between Hanryu Bank Co., Ltd (the “Company”) and Taehoon Kim. On June 1, 2022, Taehoon Kim entered into an employment agreement with the Company. Subsequently, Taehoon Kim entered into an oral agreement with the Company agreeing to waive his compensation until after Hanryu Holdings, Inc. consummates its Initial Publi |
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February 6, 2023 |
Hanryu Holdings, Inc. 160, Yeouiseo-ro Yeongdeungpo-gu, Seoul Republic of Korea 07231 Hanryu Holdings, Inc. 160, Yeouiseo-ro Yeongdeungpo-gu, Seoul Republic of Korea 07231 February 6, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F. Street, N.W. Mail Stop 6010/3561 Washington, DC 20549 Attention: Melissa Kindelan, Senior Staff Accountant Kathleen Collins, Accounting Branch Chief Larry Spirgel, Office Chief E |
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January 26, 2023 |
Form of Bond with Warrant Purchase Agreement. Exhibit 10.6 Hanryu Bank Co., Ltd. The [ ]th Bearer Separate Privately Placed Bond with Warrant Underwriting Agreement Issuing Company: Hanryu Bank Co., Ltd. Underwriter: Underwriting Agreement concluded on [date] Date of Payment and Issuance: [date] This bond with warrant underwriting agreement was concluded between the following parties on [date]. Issuer Hanryu Bank Co., Ltd. CEO: Munjung Kang [ |
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January 26, 2023 |
Exhibit 4.2 THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING [●], 2023 (THE ”EFFECTIVE |
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January 26, 2023 |
EX-2.4 6 fs12023ex2-4hanryu.htm SHARE ASSIGNMENT AGREEMENT, DATED OCTOBER 3, 2021, BY AND BETWEEN SEWANG CO., LTD., AND HANRYU BANK CO., LTD Exhibit 2.4 SHARE ASSIGNEMENT This share assignment agreement (the“ Agreement”) was made as of October 3, 2021 between Sewang Co., Ltd. (“Assignor”) and Hanryu Bank Co., Ltd. (“Assignee”), as follow: 1. PURPOSE The agreement is intended to establish the right |
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January 26, 2023 |
EX-2.3 5 fs12023ex2-3hanryu.htm SHARE ASSIGNMENT AND MANAGEMENT RIGHT TRANSFER AGREEMENT, DATED OCTOBER 3, 2021, BY AND BETWEEN HANRYU BANK CO., LTD., AND K-COMMERCE CO., LTD Exhibit 2.3 SHARE ASSIGNMENT AND MANAGEMENT RIGHT TRANSFER AGREEMENT This assignment of stock and management right transfer agreement (the“ Agreement”) was made as of October 3, 2021 between K-commerce Co.,Ltd. (“Assignor”) a |
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January 26, 2023 |
Exhibit 10.7 2 3 4 |
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January 26, 2023 |
EX-10.3 15 fs12023ex10-3hanryu.htm MEMORANDUM OF UNDERSTANDING BY AND BETWEEN FNS CO., LTD. AND THE FEDERATION OF ARTISTIC & CULTURAL ORGANIZATION OF KOREA, DATED APRIL 19, 2021 Exhibit 10.3 Memorandum of Understanding Between FNS Co., Ltd And The Federation of Artistic & Cultural Organization of Korea Business Agreement for Cooperation and Development FNS Co., Ltd. (hereinafter “FNS” or “company” |
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January 26, 2023 |
Sublease Contract by and between Marine Island Co., Ltd. and FNS Co., Ltd., dated September 1, 2021. EX-10.13 25 fs12023ex10-13hanryu.htm SUBLEASE CONTRACT BY AND BETWEEN MARINE ISLAND CO., LTD. AND FNS CO., LTD., DATED SEPTEMBER 1, 2021 Exhibit 10.13 Free Sublease Contract Lessee & sublessor, Marine Island Co., Ltd. (hereinafter referred to as “A”) and sublessee, FNS Co., Ltd. (hereinafter referred to as “B”) shall conclude the free office usage contract as follows in the agreement of the lessor |
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January 26, 2023 |
Exhibit 10.12 Free Sublease Contract Lessee & sublessor, Marine Island Co., Ltd. (hereinafter referred to as “A”) and sublessee, Fantoo Entertainment Co., Ltd. (hereinafter referred to as “B”) shall conclude the free office usage contract as follows in the agreement of the lessor, Seoul Marina Co., Ltd. to freely rent and use floor 4 of the building located at 160 (Yeouido-dong), Yeouiseo-ro, Yeun |
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January 26, 2023 |
Employment Agreement by and between Chang Hyuk Kang and Hanryu Bank Co., Ltd., dated May 2, 2021. Exhibit 10.4 Labor Contract “A” HanRyuBank Co., Ltd. Address Floors 2, 3, and 4 at Seoul Marina at 160 Yeouiseo—ro, Yeongdeungpo-gu, Seoul, Korea “B” Name Chang Hyuk Kang Date of Birth January 6, 1981 Address 220 Seocho Jungang-ro, Seocho-gu, Seoul “A” and “B” have conclude the contract below and promise to sincerely perform it. Article 1 (Labor Contact Period) The work contract of“B ” shall not h |
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January 26, 2023 |
Form of Underwriting Agreement Exhibit 1.1 Underwriting Agreement [PRICING DATE], 2023 Aegis Capital Corp. 1345 Avenue of the Americas, 27th Floor New York, NY 10105 Ladies and Gentlemen: Hanryu Holdings, Inc., a Delaware corporation (the “Company”), agrees, subject to the terms and conditions in this agreement (this “Agreement”), to issue and sell to Aegis Capital Corp., (the “Underwriter”) [●] shares of common stock (the “Fir |
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January 26, 2023 |
Exhibit 10.18 Form of Lock-Up Agreement , 2023 Aegis Capital Corp. 1345 Avenue of the Americas 27th Floor New York, NY 10105 Ladies and Gentlemen: The undersigned understands that Aegis Capital Corp. (the “Underwriter”), proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Hanryu Holdings, Inc., a Delaware corporation (the “Company”), providing for the public offeri |
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January 26, 2023 |
Employment Agreement by and between David Gregg and Hanryu Bank Co., Ltd., dated January 1, 2022 EX-10.16 28 fs12023ex10-16hanryu.htm EMPLOYMENT AGREEMENT BY AND BETWEEN DAVID GREGG AND HANRYU BANK CO., LTD., DATED JANUARY 1, 2022 Exhibit 10.16 Labor Contract “A” HanRyuBank Co., Ltd. Address Floors 2, 3, and 4 at Seoul Marina at 160 Yeouiseo—ro, Yeongdeungpo-gu, Seoul, Korea “B” Name David Gregg Date of Birth September 09, 1962 Address P.O. Box 3658 Palos Verdes Peninsula, California 90274 US |
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January 26, 2023 |
Employment Agreement by and between Taehoon Kim and Hanryu Bank Co., Ltd., dated June 1, 2022. Exhibit 10.15 Labor Contract “A” HanRyuBank Co., Ltd. Address Floors 2, 3, and 4 at Seoul Marina Yeongdeungpo-gu, Seoul, Korea at 160 Yeouiseo—ro, “B” Name TaeHoon Kim Date of Birth January 30, 1974 Address #101-1604, 222, Seolleung-ro, Gangnam-gu, Seoul “A” and “B” have conclude the contract below and promise to sincerely perform it. Article 1 (Labor Contact Period) The work contract of “B” shall |
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January 26, 2023 |
Exhibit 10.11 Free Sublease Contract Lessee & sublessor, Marine Island Co., Ltd. (hereinafter referred to as “A”) and sublessee, Hangyu Times Co., Ltd. (hereinafter referred to as “B”) shall conclude the free office usage contract as follows in the agreement of the lessor, Seoul Marina Co., Ltd. to freely rent and use floors 2, 3, and 4 among floors from 1 to 4 of the building located at 160 (Yeou |
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January 26, 2023 |
Exhibit 10.14 Labor Contract “A” Fantoo Entertainment Co., Ltd. Address Floors 2, 3, and 4 at Seoul Marina at 160 Yeouiseo—ro, Yeongdeungpo-gu, Seoul, Korea “B” Name DaeHwan Son Date of Birth May 05, 1977 Address #804-101 Seongsu-ro 4-gil, Seongdong-gu, Seoul, Republic of Korea “A” and “B” have conclude the contract below and promise to sincerely perform it. Article 1 (Labor Contact Period) The wo |
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January 26, 2023 |
Form of Common Stock Certificate. Exhibit 4.1 CERTIFICATE NUMBER SHARES Hanryu Holdings, Inc. INCORPORATED UNDER THE LAWS OF DELAWARE COMMON STOCK SEE REVERSE FOR CERTAIN DEFINITIONS This Certifies that CUSIP 411292 105 is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF THE PAR VALUE OF $0.001 EACH OF Hanryu Holdings, Inc. transferable on the books of the Company in person or by duly authorized attorney upon s |
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January 26, 2023 |
Employment Agreement by and between DongHoon Park and Hanryu Bank Co., Ltd., dated March 2, 2021. Exhibit 10.2 Labor Contract “A” HanRyuBank Co., Ltd. Address Floors 2, 3, and 4 at Seoul Marina at 160 Yeouiseo—ro, Yeongdeungpo-gu, Seoul, Korea “B” Name DongHoon Park Date of Birth January 20, 1985 Address 23-13 Inha-ro 248beon-gil, Nam-gu, Incheon “A” and “B” have conclude the contract below and promise to sincerely perform it. Article 1 (Labor Contact Period) The work contract of “B” shall not |
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January 26, 2023 |
Bylaws of Hanryu Holdings, Inc. EX-3.2 9 fs12023ex3-2hanryu.htm BYLAWS OF HANRYU HOLDINGS, INC Exhibit 3.2 BYLAWS OF HANRYU HOLDINGS, INC. ARTICLE I Offices Section 1.1 Registered Office. The registered office of the corporation in the State of Delaware shall be set forth in the Certificate of Incorporation of the corporation (as amended, modified or restated, the “Certificate of Incorporation”). Section 1.2 Other Offices. The c |
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January 26, 2023 |
Merger Agreement dated February 4, 2021, by and between RnDeep Co., Ltd. and Hanryu Bank Co., Ltd. Exhibit 2.1 Merger Agreement Hanryu Bank Co., Ltd. (hereinafter referred to as “A”) and RnDeep Co., Ltd. (hereinafter referred to as “B”) shall conclude the emerge agreement as follows for the merger. Article 1 (Merge Method) “A” shall merge “B,” and “B” shall be disorganized. Article 2 (Total Number of Shares of Stocks to Issue) There shall not be change in the total number of shares of stock to |
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January 26, 2023 |
Hanryu Holdings, Inc. 2022 Omnibus Equity Incentive Plan. Exhibit 10.8 HANRYU HOLDINGS, INC. 2022 OMNIBUS EQUITY INCENTIVE PLAN Hanryu Holdings, Inc., a Delaware corporation, sets forth herein the terms of its 2022 Omnibus Equity Incentive Plan, as follows: 1. PURPOSE The Plan is intended to enhance the Company’s and its Affiliates’ (as defined herein) ability to attract and retain highly qualified officers, Non-Employee Directors (as defined herein), ke |
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January 26, 2023 |
Exhibit 10.17 |
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January 26, 2023 |
Lease Agreement dated March 27, 2020. EX-10.1 13 fs12023ex10-1hanryu.htm LEASE AGREEMENT DATED MARCH 27, 2020 Exhibit 10.1 2 3 |
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January 26, 2023 |
Employment Agreement by and between JuHyon Shin and Hanryu Bank Co., Ltd., dated May 3, 2021. Exhibit 10.5 Labor Contract “A” HanRyuBank Co., Ltd. Address Floors 2, 3, and 4 at Seoul Marina at 160 Yeouiseo—ro, Yeongdeungpo-gu, Seoul, Korea “B” Name JuHyon Shin Date of Birth November 27, 1974 Address Booyoung Apartment, 277 Cheongbuknam-ro, Chungbuk-eup, Pyeongtaek-si, Gyeonggi-do “A” and “B” have conclude the contract below and promise to sincerely perform it. Article 1 (Labor Contact Peri |
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January 26, 2023 |
EX-2.2 4 fs12023ex2-2hanryu.htm AMENDMENT AGREEMENT TO MERGER AGREEMENT, DATED MARCH 2, 2021, BY AND BETWEEN RNDEEP CO., LTD. AND HANRYU BANK CO., LTD Exhibit 2.2 Amendment Agreement Hanryu Bank Co., Ltd. (hereinafter referred to as “A”) and RnDeep Co., Ltd. (hereinafter referred to as “B”) shall intend to change the merger date for cost reduction and efficient management. It is decided to revise |
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January 26, 2023 |
Exhibit 2.5 |
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January 26, 2023 |
Hanryu Holdings, Inc. Code of Business Conduct and Ethics. EX-14.1 31 fs12023ex14-1hanryu.htm HANRYU HOLDINGS, INC. CODE OF BUSINESS CONDUCT AND ETHICS Exhibit 14.1 The Code of Conduct and ethics Hanryu Bank will earn your trust with honest business practices. In an effort to ensure more transparency in its business management, Hanryubank has adopted the ‘Code of Ethics’ so that all employees can refer to it as a set of guidelines to make decisions proper |
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January 26, 2023 |
Exhibit 10.10 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 |
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January 26, 2023 |
As filed with the Securities and Exchange Commission on January 25, 2023 As filed with the Securities and Exchange Commission on January 25, 2023 Registration No. |
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January 26, 2023 |
Form of Amended and Restated Certificate of Incorporation of Hanryu Holdings, Inc. Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF HANRYU HOLDINGS, INC. A Delaware Corporation ARTICLE I NAME The name of this corporation shall be Hanryu Holdings, Inc. (the “Corporation”). ARTICLE II REGISTERED OFFICE The address of the registered office of the Corporation in the State of Delaware is 1013 Centre Road, Suite 403-B, in the City of Wilmington, County of New Castle. T |
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January 26, 2023 |
Subsidiaries of the Registrant Exhibit 21.1 SUBSIDIARIES OF THE REGISTRANT Name Jurisdiction of Formation Hanryu Bank Co., Ltd.* Republic of Korea Hanryu Times Co., Ltd. Republic of Korea FNS Co., Ltd. Republic of Korea Marine Island Co., Ltd. Republic of Korea Fantoo Entertainment Co., Ltd. Republic of Korea K-Commerce Co., Ltd.** Republic of Korea * Direct subsidiary ** Registrant owns less than 100% of the ownership interest |
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January 26, 2023 |
Exhibit 10.9 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 |
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January 26, 2023 |
Filing Fee Table (to be filed as an exhibit to the filed Registration Statement) Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Hanryu Holdings, Inc. |
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January 25, 2023 |
Hanryu Holdings, Inc. 160, Yeouiseo-ro Yeongdeungpo-gu, Seoul Republic of Korea 07231 Hanryu Holdings, Inc. 160, Yeouiseo-ro Yeongdeungpo-gu, Seoul Republic of Korea 07231 January 25, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F. Street, N.W. Mail Stop 6010/3561 Washington, DC 20549 Attention: Melissa Kindelan, Senior Staff Accountant Kathleen Collins, Accounting Branch Chief Larry Spirgel, Office Chief E |
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December 28, 2022 |
Hanryu Holdings, Inc. 160, Yeouiseo-ro Yeongdeungpo-gu, Seoul Republic of Korea 07231 Hanryu Holdings, Inc. 160, Yeouiseo-ro Yeongdeungpo-gu, Seoul Republic of Korea 07231 December 28, 2022 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F. Street, N.W. Mail Stop 6010/3561 Washington, DC 20549 Attention: Melissa Kindelan, Senior Staff Accountant Kathleen Collins, Accounting Branch Chief Larry Spirgel, Office Chief |
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December 28, 2022 |
DRS/A 1 filename1.htm Confidential Treatment Requested by Hanryu Holdings, Inc. Pursuant to 17 C.F.R. Section 200.83 This Draft Registration Statement Has Not Been Publicly Filed with the United States Securities and Exchange Commission, and All Information Herein Remains Strictly Confidential. Confidential Draft #5, as Confidentially Submitted to the Securities and Exchange Commission on December |
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December 6, 2022 |
EX-3.1 7 filename7.htm Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF HANRYU HOLDINGS, INC. A Delaware Corporation ARTICLE I NAME The name of this corporation shall be Hanryu Holdings, Inc. (the “Corporation”). ARTICLE II REGISTERED OFFICE The address of the registered office of the Corporation in the State of Delaware is 1013 Centre Road, Suite 403-B, in the City of Wilmington, |
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December 6, 2022 |
SHARE ASSIGNMENT AND MANAGEMENT RIGHT TRANSFER AGREEMENT EX-2.3 4 filename4.htm Exhibit 2.3 SHARE ASSIGNMENT AND MANAGEMENT RIGHT TRANSFER AGREEMENT This assignment of stock and management right transfer agreement (the“ Agreement”) was made as of October 3, 2021 between K-commerce Co.,Ltd. (“Assignor”) and Hanryu Bank Co., Ltd. (“Assignee”), as follow: 1. PURPOSE The agreement is intended to establish the rights and obligations between the Assignor and |
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December 6, 2022 |
Exhibit 2.5 |
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December 6, 2022 |
DRS/A 1 filename1.htm Confidential Treatment Requested by Hanryu Holdings, Inc. Pursuant to 17 C.F.R. Section 200.83 This Draft Registration Statement Has Not Been Publicly Filed with the United States Securities and Exchange Commission, and All Information Herein Remains Strictly Confidential. Confidential Draft #4, as Confidentially Submitted to the Securities and Exchange Commission on December |
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December 6, 2022 |
EX-10.17 9 filename9.htm Exhibit 10.17 |
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December 6, 2022 |
EX-2.1 2 filename2.htm Exhibit 2.1 Merger Agreement Hanryu Bank Co., Ltd. (hereinafter referred to as “A”) and RnDeep Co., Ltd. (hereinafter referred to as “B”) shall conclude the emerge agreement as follows for the merger. Article 1 (Merge Method) “A” shall merge “B,” and “B” shall be disorganized. Article 2 (Total Number of Shares of Stocks to Issue) There shall not be change in the total number |
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December 6, 2022 |
HANRYU HOLDINGS, INC. 2022 OMNIBUS EQUITY INCENTIVE PLAN EX-10.8 8 filename8.htm Exhibit 10.8 HANRYU HOLDINGS, INC. 2022 OMNIBUS EQUITY INCENTIVE PLAN Hanryu Holdings, Inc., a Delaware corporation, sets forth herein the terms of its 2022 Omnibus Equity Incentive Plan, as follows: 1. PURPOSE The Plan is intended to enhance the Company’s and its Affiliates’ (as defined herein) ability to attract and retain highly qualified officers, Non-Employee Directors |
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December 6, 2022 |
Exhibit 2.4 SHARE ASSIGNEMENT This share assignment agreement (the“ Agreement”) was made as of October 3, 2021 between Sewang Co., Ltd. (“Assignor”) and Hanryu Bank Co., Ltd. (“Assignee”), as follow: 1. PURPOSE The agreement is intended to establish the rights and obligations between the Assignor and the Assignee in relation to the transfer of stocks issued by Marine Island Co.,Ltd. 2. ASSIGNMENT |
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December 6, 2022 |
Exhibit 2.2 Amendment Agreement Hanryu Bank Co., Ltd. (hereinafter referred to as “A”) and RnDeep Co., Ltd. (hereinafter referred to as “B”) shall intend to change the merger date for cost reduction and efficient management. It is decided to revise the merger date of the merger which approved on shareholders’ meeting on February 4, 2021. In addition, the agreement to change the merger date shall b |
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December 6, 2022 |
Hanryu Holdings, Inc. 160, Yeouiseo-ro Yeongdeungpo-gu, Seoul Republic of Korea 07231 Hanryu Holdings, Inc. 160, Yeouiseo-ro Yeongdeungpo-gu, Seoul Republic of Korea 07231 December 6, 2022 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F. Street, N.W. Mail Stop 6010/3561 Washington, DC 20549 Attention: Melissa Kindelan, Senior Staff Accountant Kathleen Collins, Accounting Branch Chief Larry Spirgel, Office Chief E |
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October 28, 2022 |
Exhibit 10.8 HANRYU HOLDINGS, INC. 2022 OMNIBUS EQUITY INCENTIVE PLAN Hanryu Holdings, Inc., a Delaware corporation, sets forth herein the terms of its 2022 Omnibus Equity Incentive Plan, as follows: 1. PURPOSE The Plan is intended to enhance the Company’s and its Affiliates’ (as defined herein) ability to attract and retain highly qualified officers, Non-Employee Directors (as defined herein), ke |
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October 28, 2022 |
October 28, 2022 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance, Office of Technology 100 F Street, N. |
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October 28, 2022 |
EX-2.4 4 filename4.htm Exhibit 2.4 SHARE ASSIGNEMENT This share assignment agreement (the“ Agreement”) was made as of October 3, 2021 between Sewang Co., Ltd. (“Assignor”) and Hanryu Bank Co., Ltd. (“Assignee”), as follow: 1. PURPOSE The agreement is intended to establish the rights and obligations between the Assignor and the Assignee in relation to the transfer of stocks issued by Marine Island |
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October 28, 2022 |
Exhibit 2.2 Amendment Agreement Hanryu Bank Co., Ltd. (hereinafter referred to as “A”) and RnDeep Co., Ltd. (hereinafter referred to as “B”) shall intend to change the merger date for cost reduction and efficient management. It is decided to revise the merger date of the merger which approved on shareholders’ meeting on February 4, 2021. In addition, the agreement to change the merger date shall b |
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October 28, 2022 |
SHARE ASSIGNMENT AND MANAGEMENT RIGHT TRANSFER AGREEMENT Exhibit 2.3 SHARE ASSIGNMENT AND MANAGEMENT RIGHT TRANSFER AGREEMENT This assignment of stock and management right transfer agreement (the“ Agreement”) was made as of October 3, 2021 between K-commerce Co.,Ltd. (“Assignor”) and Hanryu Bank Co., Ltd. (“Assignee”), as follow: 1. PURPOSE The agreement is intended to establish the rights and obligations between the Assignor and the Assignee in relatio |
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October 28, 2022 |
DRS/A 1 filename1.htm Confidential Treatment Requested by Hanryu Holdings, Inc. Pursuant to 17 C.F.R. Section 200.83 This Draft Registration Statement Has Not Been Publicly Filed with the United States Securities and Exchange Commission, and All Information Herein Remains Strictly Confidential. Confidential Draft #4, as Confidentially Submitted to the Securities and Exchange Commission on October |
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October 28, 2022 |
Exhibit 10.17 BUSINESS TRANSFER AGREEMENT This BUSINESS TRANSFER AGREEMENT (the “Agreement”) is made and entered into on June 22, 2022, by and between HANRYU BANK CO., LTD., a corporation incorporated in South Korea (the “Seller”), and KINGDOM HOLDINGS., a corporation incorporated in the Cayman Islands (the “Purchaser”). Background The parties hereto desire that Seller sell and transfer to Purchas |
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August 25, 2022 |
DRS/A 1 filename1.htm Confidential Treatment Requested by Hanryu Holdings, Inc. Pursuant to 17 C.F.R. Section 200.83 This Draft Registration Statement Has Not Been Publicly Filed with the United States Securities and Exchange Commission, and All Information Herein Remains Strictly Confidential. Confidential Draft #3, as Confidentially Submitted to the Securities and Exchange Commission on August 2 |
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August 24, 2022 |
August 24, 2022 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance, Office of Technology 100 F Street, N. |
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May 24, 2022 |
Exhibit 10.13 Free Sublease Contract Lessee & sublessor, Marine Island Co., Ltd. (hereinafter referred to as “A”) and sublessee, FNS Co., Ltd. (hereinafter referred to as “B”) shall conclude the free office usage contract as follows in the agreement of the lessor, Seoul Marina Co., Ltd. to freely rent and use floor 4 of the building located at 160 (Yeouido-dong), Yeouiseo-ro, Yeungdeungpo-gu, Seou |
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May 24, 2022 |
Exhibit 10.6 Hanryu Bank Co., Ltd. The [ ]th Bearer Separate Privately Placed Bond with Warrant Underwriting Agreement Issuing Company: Hanryu Bank Co., Ltd. Underwriter: Underwriting Agreement concluded on [date] Date of Payment and Issuance: [date] This bond with warrant underwriting agreement was concluded between the following parties on [date]. Issuer Hanryu Bank Co., Ltd. CEO: Munjung Kang [ |
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May 24, 2022 |
Confidential Treatment Requested by Hanryu Holdings, Inc. Pursuant to 17 C.F.R. Section 200.83 This Draft Registration Statement Has Not Been Publicly Filed with the United States Securities and Exchange Commission, and All Information Herein Remains Strictly Confidential. Confidential Draft #2, as Confidentially Submitted to the Securities and Exchange Commission on May 24, 2022 Registration No. |
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May 24, 2022 |
EX-10.9 13 filename13.htm Exhibit 10.9 Hanryu Bank Co., Ltd. The 11th Bearer Separate Privately Placed Bond with Warrant Underwriting Agreement Issuing Company: Hanryu Bank Co., Ltd. Underwriter: Midas AI Co., Ltd. Underwriting Agreement concluded on July 2, 2021 Date of Payment and Issuance: July 2, 2021 This bond with warrant underwriting agreement was concluded between the following parties on |
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May 24, 2022 |
Exhibit 10.1 Real Estate (Studio) Monthly Rent Agreement Lessor and lessee conclude the following lease agreement with the conditions below on the real estate as follows. Location Boutique Monaco (Seochodae-ro, 397) Room 1702, at 1316-5 Seocho-dong, Seocho-gu, Seoul, Korea Land Type Large e Area 4284.8m2 Type of Site Right Ownership in Site Right Expenses of Site Right 23.75 of 4284.8 Building Str |
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May 24, 2022 |
Exhibit 2.1 Merger Agreement Hanryu Bank Co., Ltd. (hereinafter referred to as “A”) and RnDeep Co., Ltd. (hereinafter referred to as “B”) shall conclude the emerge agreement as follows for the merger. Article 1 (Merge Method) “A” shall merge “B,” and “B” shall be disorganized. Article 2 (Total Number of Shares of Stocks to Issue) There shall not be change in the total number of shares of stock to |
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May 24, 2022 |
Securities and Exchange Commission May 24, 2022 Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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May 24, 2022 |
Exhibit 10.2 Labor Contract “A” HanRyuBank Co., Ltd. Address Floors 2, 3, and 4 at Seoul Marina at 160 Yeouiseo—ro, Yeongdeungpo-gu, Seoul, Korea “B” Name DongHoon Park Date of Birth January 20, 1985 Address 23-13 Inha-ro 248beon-gil, Nam-gu, Incheon “A” and “B” have conclude the contract below and promise to sincerely perform it. Article 1 (Labor Contact Period) The work contract of”B " shall not |
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May 24, 2022 |
Bond, Stock, and Management Right Transfer Contract Exhibit 10.8 Bond, Stock, and Management Right Transfer Contract This bond, stock, and management right transfer contract (hereinafter referred to as “This Contract”) was concluded by the following parties as of June 30, 2021. 1. Transferer Sewang Co., Ltd. CEO: Jungshin Kong D-43 on floor 6 at 602, Youngdongdae-ro, Gangnam-gu, Seoul, Korea (Samsung-dong) 2. Transferee Hanryu Bank Co., Ltd. B-dong |
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May 24, 2022 |
Contract of acquisition of bond with warrant Exhibit 10.7 Contract of acquisition of bond with warrant This Agreement is entered into between the following parties on May 18, 2021. SELLER : HANRYUBANK CO., LTD. PURCHASER : LA PRIMERA CAPITAL INVESTMENTS, LLC [Purpose] (1) This contract is the 10th New Shareholder Bond (hereinafter referred to as "this bond") 100 million won issued by the issuing company HanryuBank Co., Ltd. The purpose is to |