GITS / Global Interactive Technologies, Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

Global Interactive Technologies, Inc.

Mga Batayang Estadistika
CIK 1911545
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Global Interactive Technologies, Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
August 19, 2025 EX-4.4

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

August 19, 2025 EX-4.3

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

August 19, 2025 EX-FILING FEES

Filing Fee Table.

Ex-Filing Fees CALCULATION OF FILING FEE TABLES S-1 Global Interactive Technologies, Inc.

August 19, 2025 S-1/A

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

August 19, 2025 EX-10.13

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

August 19, 2025 EX-1.1

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 “

August 15, 2025 10-Q

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 PU

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

August 15, 2025 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

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

August 1, 2025 S-1/A

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

July 14, 2025 EX-FILING FEES

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Table Registration Statement on Form S-1 (Form Type) Global Interactive Technologies, Inc.

July 14, 2025 8-K/A

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

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

July 14, 2025 S-1

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

July 2, 2025 8-K

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)

June 25, 2025 8-K

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

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)

June 5, 2025 DRS

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 st

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

May 22, 2025 EX-10.1

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

May 22, 2025 EX-10.2

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

May 22, 2025 EX-10.4

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

May 22, 2025 EX-10.3

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

May 22, 2025 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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

May 20, 2025 EX-3.2

Bylaws of Registrant

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

May 20, 2025 EX-3.1

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

May 20, 2025 10-Q

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 P

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

May 20, 2025 EX-4.3

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

May 20, 2025 EX-4.1

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

May 15, 2025 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

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

May 5, 2025 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

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

May 5, 2025 EX-99.1

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

April 30, 2025 EX-97.1

Clawback Policy

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

April 30, 2025 EX-10.4

Employment Agreement by and between Juhyon Shin and the Company (formerly Hanryu Holdings, Inc.), dated April 1, 2024.(1)

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

April 30, 2025 EX-10.7

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

April 30, 2025 10-K

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

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

April 30, 2025 EX-3.2

Bylaws of the Company.(1)

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

April 30, 2025 EX-10.1

Form of IPO Lock-Up Agreement

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

April 30, 2025 EX-10.3

Employment Agreement by and between Taehoon Kim and the Company (formerly Hanryu Holdings, Inc.), dated April 1, 2024.(1)

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

April 30, 2025 EX-4.1

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

April 30, 2025 EX-10.6

Business Transfer Agreement, dated June 22, 2022, by and between Hanryu Bank Co., Ltd., and Kingdom Coin Holdings, a corporation incorporated in the Cayman Islands.(1)

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

April 30, 2025 EX-10.5

Employment Agreement by and between David Gregg and the Company (formerly Hanryu Holdings, Inc.), dated April 1, 2023.(1)

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

April 30, 2025 EX-21.1

List of Subsidiaries.(1)

Exhibit 21.1 SUBSIDIARIES OF THE REGISTRANT Name Jurisdiction of Formation Faning Korea, LLC. Republic of Korea

April 30, 2025 EX-16.1

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

April 30, 2025 EX-10.2

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

April 30, 2025 EX-3.1

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

April 30, 2025 EX-4.3

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

April 29, 2025 EX-99.1

Global Interactive Technologies, Inc. Announces Receipt of a Delinquency Compliance Alert Notice from Nasdaq

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

April 29, 2025 8-K

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

April 1, 2025 NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

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

March 18, 2025 8-K

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

March 18, 2025 EX-10.1

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

February 10, 2025 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, 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 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

February 10, 2025 EX-99.2

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

February 10, 2025 EX-99.1

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

January 23, 2025 EX-99.1

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

January 23, 2025 EX-3.1

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

January 23, 2025 8-K

Regulation FD Disclosure, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders

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

January 6, 2025 8-K

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 INTERACT

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

December 12, 2024 8-K

Current Report

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

December 12, 2024 EX-3.2

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

December 12, 2024 EX-3.1

Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company.(2)

Exhibit 3.1

December 2, 2024 DEF 14A

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

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

November 20, 2024 PRE 14A

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

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

November 20, 2024 10-Q

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 ☐ TRANSITION REPO

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

November 18, 2024 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

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

October 15, 2024 10-Q

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 ☐ TRANSITION REPORT PU

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

September 30, 2024 EX-3.1

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

September 30, 2024 10-Q

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 P

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

September 30, 2024 EX-4.3

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

September 30, 2024 EX-4.1

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

September 30, 2024 EX-3.2

Bylaws of Registrant

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

August 23, 2024 EX-99.1

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

August 23, 2024 8-K

Current Report

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

August 15, 2024 NT 10-Q

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 ☐

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

August 9, 2024 8-K

Current Report

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

July 16, 2024 EX-10.7

Business Transfer Agreement, dated June 22, 2022, by and between Hanryu Bank Co., Ltd., and Kingdom Coin Holdings, a corporation incorporated in the Cayman Islands

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

July 16, 2024 EX-10.5

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

July 16, 2024 EX-4.3

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

July 16, 2024 EX-16.1

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

July 16, 2024 EX-10.1

Form of IPO Lock-Up Agreement

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

July 16, 2024 EX-10.4

Summary of oral amendment to Employment Agreement by and between Taehoon Kim and Hanryu Bank Co., Ltd., dated July 2022

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

July 16, 2024 EX-3.1

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

July 16, 2024 EX-10.8

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

July 16, 2024 10-K

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 PURSUA

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,

July 16, 2024 EX-97.1

Clawback Policy

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”),

July 16, 2024 EX-3.2

Bylaws of Registrant

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

July 16, 2024 EX-10.2

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

July 16, 2024 EX-4.1

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

July 16, 2024 EX-10.6

Summary of oral amendment to Employment Agreement by and between David Gregg and Hanryu Bank Co., Ltd., dated July 2022

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

July 16, 2024 EX-10.3

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

July 16, 2024 EX-21.1

Subsidiaries of Registrant

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

May 24, 2024 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

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

May 24, 2024 EX-99.1

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

May 16, 2024 NT 10-Q

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: March 31, 2024

SEC FILE NUMBER: 001-41763 CUSIP NUMBER: 411292105 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

April 24, 2024 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

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

April 24, 2024 EX-99.1

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

April 2, 2024 NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 001-41763

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

February 29, 2024 8-K

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 HOLDING

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

February 29, 2024 EX-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 <[email protected]>????? ?? ??????? <[email protected]>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? ??? ??????. ??? ?? ??, ? ?????? ?? ??? ?? ??? ?? ??? ? ??? ?????

February 29, 2024 8-K

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 HOLDING

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

February 29, 2024 EX-99.2

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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(????) ?????? ?? ?? ????? ?? ??? ??? ???. ?????? ??? ????? ??? ?? ???? ? ??? ?? ? ??? ??? ?? ?? ???? ?

February 28, 2024 8-K

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

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

February 14, 2024 SC 13D

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

February 14, 2024 EX-99.3

English Translation of Share Sale and Purchase Agreement among Hang Muk Shin, Taehee Kim and Munjoong Kang dated as of December 7, 2023

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”)

February 14, 2024 EX-99.7

English Translation of Share Sale and Purchase Agreement (Modified) between Sewang Co., Ltd. and Munjoong Kang dated as of January 29, 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

February 14, 2024 EX-99.6

English Translation of Share Sale and Purchase Agreement (Modified) between Hang Muk Shin and Munjoong Kang dated as of January 29, 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

February 14, 2024 EX-99.5

English Translation of Confirmation Letter signed by Hanryu Bank Co., Ltd. and Munjoong Kang dated as of November 29, 2023

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

February 14, 2024 EX-99.2

English Translation of Share Sale and Purchase Agreement between Hang Muk Shin and Munjoong Kang dated as of November 1, 2023

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

February 14, 2024 EX-99.1

Joint Filing Agreement by and between Hang Muk Shin and Sewang Co., Ltd. dated as of February 12, 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

February 14, 2024 EX-99.4

English Translation of Share Sale and Purchase Agreement between Sewang Co., Ltd. and Munjoong Kang dated as of November 1, 2023

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

February 12, 2024 8-K

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

January 22, 2024 8-K

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

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

January 22, 2024 EX-16.1

ONESTOP ASSURANCE, PAC’s ENGAGEMENT LETTER DATED NOVEMBER 24, 2023 AND ACCEPTANCE BY HANRYU HOLDINGS, INC. DATED JANUARY 16, 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

November 17, 2023 EX-3.2

Bylaws of Registrant

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

November 17, 2023 EX-3.1

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

November 17, 2023 EX-10.1

Form of IPO Lock-Up Agreement

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

November 17, 2023 EX-10.2

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

November 17, 2023 10-Q

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 REPO

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

November 15, 2023 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 001-41763

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

October 27, 2023 EX-16.01

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

October 27, 2023 8-K

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

September 15, 2023 EX-3.1

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

September 15, 2023 EX-3.2

Bylaws of Registrant

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

September 15, 2023 EX-10.1

Form of IPO Lock-Up Agreement

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

September 15, 2023 EX-10.2

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

September 15, 2023 10-Q

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 PU

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

September 5, 2023 SC 13D

HRYU / Hanryu Holdings Inc / KO JOSHUA Activist Investment

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September 5, 2023 SC 13D

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

September 5, 2023 SC 13D

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

September 5, 2023 SC 13D

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

August 7, 2023 EX-99.1

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

August 7, 2023 EX-1.1

Underwriting Agreement, dated July 31, 2023, by and among Hanryu Holdings, Inc. and Aegis Capital Corp.

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

August 7, 2023 8-K/A

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, 202

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

August 4, 2023 8-K

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, I

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

August 4, 2023 EX-99.1

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

August 4, 2023 EX-1.1

Underwriting Agreement, dated July 31, 2023, by and among Hanryu Holdings, Inc. and Aegis Capital Corp.

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

August 2, 2023 424B4

Per Share

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,

July 31, 2023 CORRESP

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

July 31, 2023 8-A12B

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

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

July 31, 2023 CORRESP

July 31, 2023

July 31, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

July 28, 2023 CORRESP

July 28, 2023

July 28, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

July 28, 2023 CORRESP

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

July 26, 2023 CORRESP

July 26, 2023

July 26, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

July 26, 2023 S-1/A

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.

July 26, 2023 CORRESP

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

July 14, 2023 FWP

Media Tech Company Creator of FANTOO, an All - In - One Social Experience Platform Connecting K - Culture Fans Around the World Hanryu Holdings, Inc. Hanryu Holdings, Inc. Copyright 2023, All rights reserved. Disclaimer This presentation highlights i

Filed Pursuant to Rule 433 Issuer Free Writing Prospectus Dated July 13, 2023 Relating to Preliminary Prospectus Dated July 11th 2023 Registration No.

July 12, 2023 S-1/A

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.

July 11, 2023 CORRESP

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

July 10, 2023 EX-10.1

Type of

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

July 10, 2023 EX-10.21

HANRYU HOLDINGS, INC.

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

July 10, 2023 EX-10.19

BUSINESS TRANSFER AGREEMENT

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

July 10, 2023 EX-10.7

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

July 10, 2023 EX-2.5

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,

July 10, 2023 EX-FILING FEES

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.

July 10, 2023 S-1/A

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.

July 10, 2023 EX-10.9

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

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

July 10, 2023 EX-10.10

Hanryu Bank Co., Ltd. The 12th Bearer Separate Privately Placed Bond with Warrant Underwriting Agreement

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.

June 21, 2023 S-1/A

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.

June 21, 2023 CORRESP

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

June 8, 2023 EX-2.5

Bond, Stock and Management Right Transfer Contract by and between Sewang Co., Ltd. and Hanryu Bank Co., Ltd., dated March 30, 2021.

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,

June 8, 2023 EX-10.1

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

June 8, 2023 EX-10.9

Bond with Warrant Purchase Agreement, by and between Midas AI Co., Ltd. and Hanryu Bank Co., Ltd, dated July 2, 2021.

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

June 8, 2023 EX-10.10

Bond with Warrant Purchase Agreement, by and between Changhyuk Kang and Donghoono Park, and Hanryu Bank Co., Ltd, dated July 2, 2021.

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.

June 8, 2023 EX-10.21

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

June 8, 2023 EX-10.7

Bond with Warrant Purchase Agreement, by and between La Primera Capital Investments, LLC and Hanryu Bank Co., Ltd, dated May 18, 2021.

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

June 8, 2023 S-1/A

Power of attorney.

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

June 8, 2023 EX-FILING FEES

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.

June 8, 2023 EX-10.19

Business Transfer Agreement, dated June 22, 2022, by and between Hanryu Bank Co., Ltd., and Kingdom Coin Holdings, a corporation incorporated in the Cayman Islands.

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

June 2, 2023 EX-FILING FEES

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.

June 2, 2023 S-1/A

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.

April 20, 2023 FWP

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 Prospect

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

April 13, 2023 CORRESP

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

April 13, 2023 S-1/A

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.

April 11, 2023 S-1/A

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.

April 6, 2023 EX-1.1

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

April 6, 2023 EX-FILING FEES

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.

April 6, 2023 S-1/A

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.

April 6, 2023 CORRESP

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

March 30, 2023 CORRESP

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

March 30, 2023 S-1/A

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.

March 21, 2023 S-1/A

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.

February 13, 2023 S-1/A

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.

February 13, 2023 CORRESP

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

February 9, 2023 S-1/A

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.

February 9, 2023 CORRESP

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

February 7, 2023 EX-10.18

Summary of oral amendment to Employment Agreement by and between David Gregg and Hanryu Bank Co., Ltd., dated July 2022

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

February 7, 2023 S-1/A

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.

February 7, 2023 EX-10.16

Summary of oral amendment to Employment Agreement by and between Taehoon Kim and Hanryu Bank Co., Ltd., dated July 2022

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

February 6, 2023 CORRESP

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

January 26, 2023 EX-10.6

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 [

January 26, 2023 EX-4.2

Form of Underwriter Warrant.

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

January 26, 2023 EX-2.4

Share Assignment Agreement, dated October 3, 2021, by and between Sewang Co., Ltd., and Hanryu Bank Co., Ltd.

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

January 26, 2023 EX-2.3

Share Assignment and Management Right Transfer Agreement, dated October 3, 2021, by and between Hanryu Bank Co., Ltd., and K-Commerce Co., Ltd.

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

January 26, 2023 EX-10.7

Bond with Warrant Purchase Agreement, by and between La Primera Capital Investments, LLC and Hanryu Bank Co., Ltd, dated May 18, 2021.

Exhibit 10.7 2 3 4

January 26, 2023 EX-10.3

Memorandum of Understanding by and between FNS Co., Ltd. and The Federation of Artistic & Cultural Organization of Korea, dated April 19, 2021.

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”

January 26, 2023 EX-10.13

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

January 26, 2023 EX-10.12

Sublease Contract by and between Marine Island Co., Ltd. and Fantoo Entertainment Co., Ltd., dated September 1, 2021.

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

January 26, 2023 EX-10.4

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

January 26, 2023 EX-1.1

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

January 26, 2023 EX-10.18

Form of Lock-up Agreement.

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

January 26, 2023 EX-10.16

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

January 26, 2023 EX-10.15

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

January 26, 2023 EX-10.11

Sublease Contract by and between Marine Island Co., Ltd. and Hanryu Times, Co., Ltd., dated August 1, 2021.

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

January 26, 2023 EX-10.14

Employment Agreement by and between DaeHwan Son and Fantoo Entertainment Co., Ltd., dated October 1, 2021.

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

January 26, 2023 EX-4.1

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

January 26, 2023 EX-10.2

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

January 26, 2023 EX-3.2

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

January 26, 2023 EX-2.1

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

January 26, 2023 EX-10.8

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

January 26, 2023 EX-10.17

Business Transfer Agreement, dated June 22, 2022, by and between Hanryu Bank Co., Ltd., and Kingdom Coin Holdings, a corporation incorporated in the Cayman Islands.

Exhibit 10.17

January 26, 2023 EX-10.1

Lease Agreement dated March 27, 2020.

EX-10.1 13 fs12023ex10-1hanryu.htm LEASE AGREEMENT DATED MARCH 27, 2020 Exhibit 10.1 2 3

January 26, 2023 EX-10.5

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

January 26, 2023 EX-2.2

Amendment Agreement to Merger Agreement, dated March 2, 2021, by and between RnDeep Co., Ltd. and Hanryu Bank Co., Ltd.

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

January 26, 2023 EX-2.5

Bond, Stock and Management Right Transfer Contract by and between Sewang Co., Ltd. and Hanryu Bank Co., Ltd., dated June 30, 2021.

Exhibit 2.5

January 26, 2023 EX-14.1

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

January 26, 2023 EX-10.10

Bond with Warrant Purchase Agreement, by and between Changhyuk Kang and Donghoono Park, and Hanryu Bank Co., Ltd, dated July 2, 2021.

Exhibit 10.10 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21

January 26, 2023 S-1

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.

January 26, 2023 EX-3.1

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

January 26, 2023 EX-21.1

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

January 26, 2023 EX-10.9

Bond with Warrant Purchase Agreement, by and between Midas AI Co., Ltd. and Hanryu Bank Co., Ltd, dated July 2, 2021.

Exhibit 10.9 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21

January 26, 2023 EX-FILING FEES

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.

January 25, 2023 CORRESP

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

December 28, 2022 DRSLTR

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

December 28, 2022 DRS/A

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

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

December 6, 2022 EX-3.1

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION HANRYU HOLDINGS, INC. A Delaware Corporation ARTICLE I

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,

December 6, 2022 EX-2.3

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

December 6, 2022 EX-2.5

EX-2.5

Exhibit 2.5

December 6, 2022 DRS/A

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

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

December 6, 2022 EX-10.17

EX-10.17

EX-10.17 9 filename9.htm Exhibit 10.17

December 6, 2022 EX-2.1

Merger Agreement

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

December 6, 2022 EX-10.8

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

December 6, 2022 EX-2.4

SHARE ASSIGNEMENT

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

December 6, 2022 EX-2.2

Amendment Agreement

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

December 6, 2022 DRSLTR

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

October 28, 2022 EX-10.8

EX-10.8

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

October 28, 2022 DRSLTR

As of December 31

October 28, 2022 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance, Office of Technology 100 F Street, N.

October 28, 2022 EX-2.4

SHARE ASSIGNEMENT

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

October 28, 2022 EX-2.2

Amendment Agreement

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

October 28, 2022 EX-2.3

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

October 28, 2022 DRS/A

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

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

October 28, 2022 EX-10.17

BUSINESS TRANSFER AGREEMENT

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

August 25, 2022 DRS/A

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

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

August 24, 2022 DRSLTR

Type of Debt

August 24, 2022 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance, Office of Technology 100 F Street, N.

May 24, 2022 EX-10.13

Free Sublease Contract

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

May 24, 2022 EX-10.6

Hanryu Bank Co., Ltd. The [ ]th Bearer Separate Privately Placed Bond with Warrant Underwriting 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 [

May 24, 2022 DRS/A

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

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.

May 24, 2022 EX-10.9

Hanryu Bank Co., Ltd. The 11th Bearer Separate Privately Placed Bond with Warrant Underwriting Agreement

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

May 24, 2022 EX-10.1

EX-10.1

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

May 24, 2022 EX-2.1

Merger Agreement

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

May 24, 2022 DRSLTR

Securities and Exchange Commission

May 24, 2022 Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

May 24, 2022 EX-10.2

EX-10.2

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

May 24, 2022 EX-10.8

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

May 24, 2022 EX-10.7

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

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