According to an annual report filed on July 30, a financing arrangement for $32.625 million, which Singapore-based safety equipment provider Rectitude Holdings had designated primarily for Bitcoin acquisition, concluded without any shares being issued or funds being raised.

The deal's termination occurred on October 9, 2025. This date fell 45 days after the agreement was initially signed on August 25 and 31 days following its public announcement by Rectitude. October 9 also corresponded with the preset expiration deadline, or "outside date," specified in the facility's original Form 6-K filing.

Details of the Unused Financing Facility

Under the terms of the facility, Rectitude possessed the option to sell its shares to investors Constantinople Limited and Chen Zhiqiang. The sale price would have been set at a 2.5% discount relative to a pricing benchmark averaged over three days. Rectitude had publicly stated that the majority of any proceeds generated would be allocated to buying Bitcoin, while the rest would be available for general corporate needs.

The widely reported $32 million figure represented the maximum potential value of the financing. Funds would only have been transferred if Rectitude had chosen to initiate a drawdown, with the company retaining full control over the timing and size of any such request. There was no cost associated with leaving the facility untouched.

Why the Bitcoin Plan Never Materialized

The contract explicitly stipulated two key conditions before the investors' obligation to purchase shares could be triggered. First, Rectitude was required to have an effective resale registration statement via a Form F-1. Second, the company had to submit a valid advance notice.

A review of Rectitude’s SEC filing history reveals that no Form F-1, amended Form F-1, or related effectiveness notice was submitted during the 45-day period the commitment was active. Consequently, a crucial prerequisite was not met, meaning the investors' duty to acquire shares was never activated.

Financial Records Confirm Inactivity

The company’s financial records provide further confirmation that no drawdown was ever completed. The evidence is multifold:

• Interim statements covering the period through September 30 show the number of issued shares holding steady at 14.5 million and reveal that additional paid-in capital was unchanged from March 31. These statements also registered zero proceeds from the issuance of common shares.
• Those interim accounts encompassed most of the facility's 45-day lifespan. The company’s audited annual statements, which cover the entire commitment window plus an additional five months, showed identical equity figures and similarly reported an absence of proceeds from common shares.
• Since a settled advance would have involved issuing new Rectitude shares in exchange for cash, the static equity numbers and lack of proceeds serve as a second line of proof, complementing the absence of a required registration filing.
• Furthermore, the annual statements disclosed no holdings of Bitcoin or any other digital assets, nor did they show any cash flow related to such a purchase.

Taken together, the evidence from the public registration record and the company's own financial accounts demonstrates that the financing facility did not result in any settled shares or raised capital, and consequently, no funds were ever used to acquire Bitcoin.