Item 1.01. Entry into a Material Definitive Agreement.





Private Placement in February

On February 15, 2022, Unex Holdings Inc. (the "Company") entered into certain share subscription agreement (the "SPA") with Ms. Ang Lee Kim Jane, who is a "non-U.S. Persons" (the "Investor") as defined in Regulation S of the Securities Act of 1933, as amended (the "Securities Act") pursuant to which the Company agreed to issue and sell 74,074 shares (the "Shares") of its common stock, par value $0.001 per share ("Common Stock"), at a per share purchase price of $2.50 (the "Offering"), as part of a series of 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 will be $185,185.

The parties to the SPA have each made customary representations, warranties and covenants, including, among other things, the Investor is a "non-U.S. Persons" as defined in Regulation S, and that the Investor has not received an offer to purchase subscription shares inside the United States and will not originate a buy order inside the United States.

The net proceeds of the Offering shall be used by the Company in connection with the Company's general corporate purpose, provide working capital and to meet other capital requirements of the Company.

The form of the SPA is filed as Exhibit 10.1 to this Current Report on Form 8-K and such document is incorporated herein by reference. The foregoing is only a brief description of the material terms of the SPA, 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.

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits.


Exhibit
Number                                  Description

10.1        Form of Subscription Agreement between Ang Lee Kim Jane and Unex
          Holdings Inc., dated February 15, 2022
104       Cover Page Interactive Data File (embedded within the Inline XBRL
          document)



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