20‐F: Two Dec‐2025 senior promissory notes (US$2.2M principal) with 10% annual accretion and conversion at 90% of 5‐day low VWAP; FY2026 margins weaken

Reitar Logtech Holdings Limited filed SEC Form 20-F. Reitar Logtech's Form 20‐F discloses it issued two senior promissory notes in December 2025 (to CROM Structured Opportunities Fund I, LP and FirstFire Global Opportunities Fund, LLC) with principal amounts of US$1.1M each (purchase price US$1.0M each), original‐issue discounts of US$100k per note, contractual accretion that increases outstanding principal by 10% annually (additional accretion if maturity is extended from 60 to 84 months), conversion rights into ordinary shares at 90% of the lowest daily VWAP during the five trading days prior to conversion subject to anti‐dilution protections, a 4.99% ownership cap and forced conversion at maturity, and penalty/buy‐in provisions for delayed share delivery. The filing also reports FY2026 operational weakness: gross profit declined to HK$15.5M (≈7.0% margin), contract receivables were HK$92.2M (US$11.8M) with contract assets of HK$65.6M (US$8.4M), material expected credit loss allowances (HK$66.5M / US$8.48M related to Hi Speed Group), and the deconsolidation of Vincit Build Solution Co. after Reitar reduced its ownership from 51% to 49% on Sept 30, 2025.