Top Win International Ltd., a Cayman Islands exempted company listed on Nasdaq as SORA, announced a Securities Purchase Agreement dated July 26, 2025. Under this agreement, the company will issue and sell convertible notes to an investor, as detailed in the agreement. These notes, with a three-year term and a 3% annual interest rate, can be converted into Top Win's Ordinary Shares at an initial price of $8.79 per share, subject to adjustments. This transaction is conducted under an exemption from registration pursuant to Section 4(a)(2) of the Securities Act of 1933.
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