EvoAir : Private Placement - Form 8-K

Item 3.02 Unregistered Sale of Equity Securities

Private Placement in September

As previously disclosed on September 8, 2023, EvoAir Holdings Inc. (the "Company") entered into Regulation S share subscription agreements (the "Regulation S SPAs") with 71 investors (the "Regulation S Investors"), each of whom represented that it was a "non-U.S. Persons" as defined in Regulation S of the Securities Act of 1933, as amended (the "Securities Act").

Pursuant to the Regulation S SPAs, the Company agreed to issue and sell in aggregate, 365,164 shares of common stock, par value $0.001 per share ("Common Stock") to the Regulation S Investors, at a per Share purchase price of $2.50 (the "Offering") as part of a series of the private placement offerings by the Company for an aggregate of up to 6,000,000 shares of Common Stock at a per share purchase price of $2.50. The gross proceeds from the Offering in aggregate will be approximately $912,889.

Closing

The SPA Shares were issued on September 15, 2023, and the Regulation S SPAs were closed on September 15, 2023.

The foregoing is only a brief description of the material terms of the SPAs, and does not purport to be a complete description of the rights and obligations of the parties thereunder and is qualified in its entirety by reference to such exhibits.