UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
OF THE SECURITIES EXCHANGE ACT OF 1934
For the month of January 2020
(Commission File No. 001-38051)
China Rapid Finance Limited
2nd Floor, Building D, BenQ Plaza
207 Songhong Road
Changning District, Shanghai 200335
People’s Republic of China
+86-21-6032-5999
(Address of Principal Executive Office)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101 (b) (1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101 (b) (7): ☐
Exhibit 99.1AMENDMENT NO. 2 TO SENIOR SECURED PROMISSORY NOTE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized.
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China Rapid Finance Limited |
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By: |
/s/ Steven Foo
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Steven Foo |
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Chief Financial Officer |
Date: January 24, 2020
Exhibit 99.1
AMENDMENT NO. 2
TO
SENIOR SECURED PROMISSORY NOTE
This Amendment No. 1 (the “Amendment”) to Senior Secured Promissory Note (the “Note”) is executed by China Rapid Finance Limited (“XRF”) in favor of True North Financial, LLC (“TNF”) and is effective as of January 21, 2020. This Amendment and the Note are issued pursuant to, and subject in all respects to, the terms of that certain Share Purchase Agreement (the “Purchase Agreement”), dated as December 24, 2019, by and between XRF and TNF. Capitalized terms used but not defined herein shall have the meaning set forth in the Note and Purchase Agreement.
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Section 2 of the Note is hereby amended to delete the section in its entirety and substitute the following: “The entire unpaid principal amount (the “Obligations”) shall become fully due and payable on or before February 11, 2020 (the “Maturity Date”)”. |
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Except as amended hereby, the terms of the Note and the Purchase Agreement shall remain in full force and effect. |
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In return for this accommodation True North agrees that XRF has the right to assign True Norths shares and rights to a new party1 any time prior to funding. To assign the shares and rights, the new party will have the funding in place and legal agreements drawn and agreed to between the new party and China Rapid Finance, prior to True North’s closing the funding to redeem the promissory note. |
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True North agrees that it will work with XRF to expedite the transfer. |
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If XRF exercises this right, it shall pay True North its reasonable third-part expenses relating to this transaction |
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Except as amended hereby, the terms of the Note and Purchase agreement shall remain in force and effect |
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RESOLVED that the Board may assign True North’s shares and rights to IN WITNESS WHEREOF, XRF and TNF have caused this Amendment to be duly executed by its officers, thereunto duly authorized as of the date first above written.
1Affirma Capital is not a new party. TNF is engaged through XRF’ s IBanking team with Affirma Capital.
TRUE NORTH FINANCIAL, LLC |
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By: /s/ Michael Jaliman |
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Michael Jaliman, |
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Managing Partner |
CHINA RAPID FINANCE LIMITED
By: /s/ Douglas L, Brown
Douglas L Brown
Director
On behalf of China Rapid Finance
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