Autozi Internet Technology (Global) Ltd. Announces Entry into Material Definitive Agreements

Rhea-AI Summary

Autozi Internet Technology (Nasdaq: AZI), a Chinese automotive products and services company, has announced significant changes to its previous financing agreements with JAK Opportunities XII LLC. The company has entered into a Waiver and Release Agreement on September 19, 2025, which terminates the investor's registration rights and cancels six Incremental Warrants worth up to $24 million in potential additional convertible notes.

In exchange, Autozi has issued a new senior unsecured convertible note to the investor with a principal amount of $1,534,250. This new note bears no interest and matures in one year. The transaction was conducted as a private placement under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D.

Positive

• Successful termination of previous registration rights obligations, reducing administrative burden
• Elimination of $24 million in potential future debt obligations through cancellation of Incremental Warrants
• New convertible note bears no interest, reducing financing costs

Negative

• Issuance of new $1.53M convertible note adds to debt obligations
• Potential dilution for shareholders upon conversion of the new note
• Limited financing flexibility with the cancellation of $24M in potential future funding options

Insights

Financial Restructuring Expert

Autozi significantly simplified its capital structure by eliminating $24M in potential dilutive financing in exchange for a smaller $1.53M convertible note.

Autozi has effectively restructured its financing arrangements through a strategic Waiver and Release Agreement with investor JAK Opportunities XII. This agreement represents a substantial simplification of Autozi's capital structure and reduces potential future dilution. The investor has agreed to terminate all registration rights related to previously issued securities, waive any associated claims, and most importantly, relinquish rights to future investments that would have allowed them to purchase up to $24,000,000 in additional convertible notes via six incremental warrants.

In exchange, Autozi has issued a new $1,534,250 senior unsecured convertible note that bears no interest and matures in one year. This restructuring significantly reduces the potential dilutive impact that could have occurred if the investor had exercised their rights to purchase the additional $24 million in convertible notes. The company has effectively traded a large potential liability for a much smaller, definite obligation.

This agreement appears to strengthen Autozi's financial position by removing contingent liabilities and providing more certainty regarding its capital structure. The zero-interest feature of the new note and the relatively modest principal amount, compared to the potential $24 million exposure, suggest favorable terms for the company. This restructuring gives Autozi greater flexibility and control over its future financing decisions while removing regulatory obligations related to maintaining registration statements with the SEC.

BEIJING, Sept. 22, 2025 /PRNewswire/ -- Autozi Internet Technology (Global) Ltd. (Nasdaq: AZI) ("Autozi" or the "Company"), an automotive products and services company in China, today announced that it has entered into material definitive agreements.

As previously reported, on February 19, 2025, Autozi Internet Technology (Global) Ltd. (the "Company") entered into an Amended and Restated Securities Purchase Agreement (the "Amended SPA") and an Amended and Restated Registration Rights Agreement (the "RRA") with JAK Opportunities XII LLC (the "Investor"). Pursuant to the Amended SPA, the Company issued to the Investor a senior unsecured convertible note (the "Existing Note") and six incremental warrants (the "Incremental Warrants"). The Incremental Warrants provided the Investor the right to purchase additional senior unsecured convertible notes of the Company with an aggregate original principal amount of up to $24,000,000. The RRA required the Company to, among other things, file a registration statement with the Securities and Exchange Commission (the "SEC") for the resale of the Class A ordinary shares issuable upon conversion of the notes. In accordance with the RRA, the Company filed a registration statement on Form F-1 (the "Initial Registration Statement") with the SEC on April 30, 2025.

On September 19, 2025, the Company entered into a Waiver and Release Agreement (the "Waiver Agreement") with the Investor, under which the Investor has agreed to terminate its registration rights, irrevocably waive any claims associated therewith, and relinquish its right to future investments under the Incremental Warrants, in exchange for the Company issuing a new senior unsecured convertible note to the Investor. Pursuant to the terms of the Waiver Agreement and subject to the conditions set forth therein, the RRA has been terminated in its entirety, and all six outstanding Incremental Warrants, which entitled the Investor to purchase up to $24,000,000 in additional convertible notes, have been cancelled and are of no further force or effect. The Company issued a new senior unsecured convertible note to the Investor with an original principal amount of $1,534,250, bearing no interest and maturing in one year (the "New Note").

The New Note was issued and sold in a private placement exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"). The Company relied on the exemption from registration provided by Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder for transactions not involving a public offering, based on the representations and warranties of the Investor, including its status as an "accredited investor." The Class A ordinary shares issuable upon conversion of the New Note have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

The foregoing descriptions of the Waiver Agreement and the New Note do not purport to be complete and are qualified in their entirety by reference to the full text of these agreements. Copies of the Waiver and Release Agreement and the Form of Senior Unsecured Convertible Note are filed as Exhibit 10.1 and Exhibit 4.1, respectively, to the Company's Form 6-K filed with the Securities and Exchange Commission (the "SEC") on September 19, 2025.

About Autozi
Autozi Internet Technology (Global) Ltd. is a leading, fast-growing provider of lifecycle automotive services in China. Founded in 2010, Autozi offers a comprehensive range of high-quality, affordable, and professional automotive products and services through both online and offline channels across the country. Leveraging its advanced online supply chain cloud platform and SaaS solutions, Autozi has built a dynamic ecosystem that connects key participants across the automotive industry. This interconnected network enables more efficient collaboration and streamlined processes throughout the entire supply chain, positioning Autozi as a key driver of innovation and growth in the automotive services sector.

Safe Harbor Statement
This announcement contains forward-looking statements. These statements are made under the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of 1995, including but not limited to statements related to Autozi's cash position, financial resources and potential for future growth, market acceptance and penetration of new or planned product offerings, and future recurring revenues and results of operations. These forward-looking statements can be identified by terminology such as "aim," "anticipate," "believe," "estimate," "expect," "hope," "going forward," "intend," "ought to," "plan," "project," "potential," "seek," "may," "might," "can," "could," "will," "would," "shall," "should," "is likely to" and the negative form of these words and other similar expressions. Among other things, statements that are not historical facts, including statements about the Company's beliefs and expectations are or contain forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement. All information provided in this press release is as of the date of this press release and is based on assumptions that the Company believes to be reasonable as of this date, and the Company does not undertake any obligation to update any forward-looking statement, except as required under applicable law.

Contact Information
Autozi Internet Technology (Global) Ltd.
Mr. Jiabing Song
Email: boardoffice@autozi.com

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SOURCE Autozi Internet Technology (Global) Ltd.

FAQ

What are the key terms of Autozi's (AZI) new convertible note issued in September 2025?

The new senior unsecured convertible note has a principal amount of $1,534,250, bears no interest, and matures in one year. It was issued as part of a private placement to JAK Opportunities XII LLC.

How much potential funding did Autozi (AZI) give up by canceling the Incremental Warrants?

Autozi canceled six Incremental Warrants that would have allowed the investor to purchase up to $24 million in additional convertible notes.

What did JAK Opportunities XII LLC agree to give up in the Waiver Agreement with Autozi?

The investor agreed to terminate its registration rights, waive any associated claims, and relinquish rights to future investments under the $24 million Incremental Warrants.

When will Autozi's (AZI) new convertible note mature?

The new convertible note will mature in one year from its issuance on September 19, 2025.

How was Autozi's new convertible note transaction structured?

The note was issued as a private placement exempt from registration under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D, limited to accredited investors.