Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of June 2024

Commission File Number: 001-41829

Primech Holdings Ltd.

23 Ubi Crescent
Singapore 408579
+65 6286 1868

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F ☒ Form 40-F ☐

INFORMATION CONTAINED IN THIS FORM 6-K REPORT

Consulting Agreements

On June 15, 2024, Primech Holdings Ltd (the “Company”) entered into a consulting agreement (the “Jolly Consulting Agreement”) with Jolly Good River Group Limited (“Consultant A”), whereby the Consultant A was engaged by the Company as a business consultant. In return for the services rendered by Consultant A, the Company will issue to Consultant A 1,500,000 ordinary shares of the Company.

On the same day, the Company entered into a consulting agreement (the “Emmet Consulting Agreement”) with Emmet International Ltd (“Consultant B”), whereby Consultant B was engaged by the Company as a business consultant. In return for the services rendered by Consultant B, the Company will issue to Consultant B 1,000,000 ordinary shares of the Company.

The description of the Jolly Consulting Agreement and the Emmet Consulting Agreement set forth above are qualified in its entirety by reference to the full text of the Jolly Consulting Agreement and the Emmet Consulting Agreement, which are attached hereto as Exhibits 10.1 and 10.2.

SIGNATURES

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, thereunto duly authorized.

	Primech Holdings Ltd.

Date: June 18, 2024	By:	/s/ Kin Wai Ho
	Name:	Kin Wai Ho
	Title:	Chief Executive Officer

EXHIBIT INDEX

Exhibit No.		Description
10.1		Consulting Agreement, dated June 15, 2024, by and between Primech Holdings Ltd. and Jolly Good River Group Limited.
10.2		Consulting Agreement, dated June 15, 2024, by and between Primech Holdings Ltd. and Emmet International Ltd.

Exhibit 10.1

Consulting Agreement

Contracting Parties

Primech Holdings Ltd. (the “Company”), NASDAQ: PMEC, including all of its subsidiaries (collectively, “Primech”);

Jolly Good River Group Limited (the “Consultant”), a service provider incorporated in Hong Kong with business registration number 72493263, which is specializing in strategic consulting, mergers and acquisitions, and corporate governance.

The parties have agreed that the specific terms of the Consulting Agreement (the “Agreement”) are set out below;

1. Term of Agreement. The term of this Agreement is 6 months, commencing on 15 June, 2024 and ending on 14 December, 2024 (the “Agreement Period”).

2. Scope of the Consulting Services. Service Summary: The Company hereby engages the services of the Consultant to provide professional consulting to support the Company’s strategy, business development, mergers and acquisitions, and planning and services, such as corporate governance.

The Consultant shall assist the Company in developing and implementing the long-term growth strategy to achieve sustainable growth and create greater value for shareholders of the Company.

The Consultant shall provide strategic advice to the Board of Directors and the management of the Company, including business opportunity assessment, risk management, internal controls, capital restructuring, strategy, and provide consultancy on mergers and acquisitions of businesses.

The Consultant shall collaborate with the Company’s specialized teams, both internally and externally, to ensure that all capital operations are in compliance with the relevant rules and regulations for U.S. public companies.

The Consultant shall assist the Company in identifying and evaluating joint venture or strategic cooperative partners globally, participate in negotiations to facilitate business cooperation and provide professional consulting services.

The Consultant shall identify potential merger and acquisition targets for the Company, conduct business analysis, evaluation, due diligence and provide consulting services on specific transactions.

3. Consultant’s Availability. During the term of this Consultant Agreement, the Consultant shall provide the Company with such services as may be required during normal working hours. Although the Consultant does not provide exclusive services only to the Company and reserves the right to provide services to other companies or individuals, in providing such services, the Consultant shall ensure that no conflict or inconsistency of commercial interest arises with its obligations under the Agreement. In the event that such a conflict occurs or is likely to occur, the Consultant shall immediately disclose the relevant information to the Company. The Company shall be deemed to have permitted the Consultant to provide services to other companies if the Company does not object within seven (7) days of notification.

4. Reimbursement. If the Consultant is required by the Company to provide services outside of Asia, the Company will reimburse the Consultant for all travel expenses based on invoices and/or receipts. Any travel expenses exceeding HK$10,000 for a single trip should be approved by the Company in writing in advance.

5. Authority of Consultant. Consultant is not authorized to enter into any agreement, contract or letter of intent on behalf of the Company without the prior written consent of the Company’s President or Chief Executive Officer. Except as authorized in writing by the Company, Consultant shall have no authority to represent the Company or to incur any legal liability externally.

6. Compensation. Upon execution of this Agreement, the Company agrees to pay the Consultant the following compensation in the following manner:

A total of 1,500,000 shares of the Company’s common stock with restrictions under the Securities Act of 1933, as amended (collectively, the “Shares”) as a fee for Consultant’s services for services rendered to the Company. The Shares will be issued to the Consultant or its designee in a single installment within five (5) business days following the signing of the Agreement or subject to the law of Singapore, and all Shares will be deemed paid in full upon issuance. To avoid confusion, the Parties agree that for purposes of Regulation 144 under the Securities Act of 1933, as amended, the Shares will be held for a period of time commencing on the date of issuance.

7. Both Parties agree that the Consultant is not the Company’s employee, agent or representative, and this Agreement does not constitute an employer-employee relationship or a partnership. The consultant shall pay federal, state and local income taxes and other taxes. The Company shall not deduct any federal and state income taxes, social security tax, unemployment tax, and employment insurance from the payments due hereunder to the Consultant.

8. In view of the fact that certain services require specific practicing licenses, the Consultant hereby declares that it is not:

(a)

rendering legal advice;

(b)

performing accounting services;

(c)

acting as an investment advisor; or

(d)

acting as a broker-dealer within the meaning of any United States federal and state securities laws.

9. No Guaranty. The Company agrees that Consultant cannot guarantee the results or effectiveness of any services the Consultant provides. Rather, the Consultant shall use its commercially reasonable efforts to provide advice and services.

10. Confidentiality. The Consultant agrees that any information, such as the Company’s business, operations or future plans shall be kept confidential. Absent the Company’s consent, the Consultant shall not disclose confidential information to any third party, except its lawyers, accountants, commercial bankers and investment bankers. The Consultant also agrees to sign a commercially reasonable Confidentiality Agreement and Insider Trading Policy.

11. No Assignment. Any attempt to assign this Agreement shall be null and void.

12. Any modification, deletion or addition to this Agreement requires the written consent of both Parties before it can be enforced. This Agreement is also binding upon the heirs, trustees, and other legal representatives of both Parties.

13. Entire Understanding. This Agreement contains the entire understanding between the Parties hereto regarding the transactions described hereby. It replaces all other agreements between the Parties regarding the Consultant’s services performed for the Company.

14. Governing Law and Jurisdiction. This Agreement shall be construed according to the State of New York’s laws and subject to the jurisdiction of New York’s courts.

15. Counterparts. This Agreement may be executed in more than two counterparts, each of which shall be enforceable against the Parties executing such counterparts, and all of which together shall constitute a single document. Except as otherwise stated herein, a facsimile transmission or copy of the original documents shall be as effective and enforceable as the original.

16. Signing. If this Agreement is consistent with your understanding, please sign the enclosed copy of it in the space indicated below and return it to the undersigned. This Agreement is effective immediately after signed.

Primech Holdings Ltd.		Jolly Good River Group Limited

Representative:		Representative:

Signature		Signature

		/s/ Ying Jiang

Date		Date

June 15, 2024		June 15, 2024

Exhibit 10.2

Market Consulting Service Contract

Party A (the entrusting party): Primech Holdings Ltd ( Hereinafter referred to as Party A)

Party B (market consultant): Emmet International Ltd (Hereinafter referred to as Party B).

Party B serves as the market consulting service provider for Party A’s overseas business development. Both parties sign this contract on the basis of mutual benefit and compliance with relevant national policies and regulations.

Basic conditions and service contents of market consulting service providers

The market consultant must understand Party A’s business operation process and model, customer positioning direction and other related service contents, have the professional knowledge and management skills to provide relevant consulting services, and be familiar with Party A’s product service content, specific business processes and other related information. Personnel providing market consulting and consulting services must have a college degree or above or certain professional skills, and have certain language expression skills, interpersonal communication skills, organizational planning and coordination capabilities and adaptability. Party A has the authority to determine the qualifications of market service personnel.

II.

Market consulting services include: overseas market entry, industry research and vertical industry resource integration, management and strategic consulting services.

Party A’s obligations

Party A shall provide effective support to Party B.

	II.	Party A shall provide Party B with the region and business objectives that it wishes to study, as well as relevant business material introduction and other cooperation.

III.

If Party A violates the regulations and causes damage to Party B, Party A shall bear relevant legal and compensation liabilities.

Party B’s obligations

	I.	Party B shall provide Party A with industry analysis of overseas markets and market entry strategies in accordance with Party A’s main business and international business requirements. Consultation, customer group analysis, detailed investigation of customer industries and customer levels that Party A is particularly concerned about, and market consulting services necessary to assist Party A in business development. Party A’s management system and professional ethics should be observed in the market consulting business. Keep Party A’s business secrets secret. (See appendix 1 for details)

	II.	If Party B violates Party A’s regulations and causes damage to Party A, Party B shall bear relevant legal responsibilities and compensate for corresponding economic losses.

III.

Party B shall actively participate in the coordination and handling of disputes and controversies between Party A and its customers.

Payment/Settlement Method

A total of 1,000,000 shares of the Company’s common stock with restrictions under the Securities Act of 1933, as amended (collectively, the “Shares”) as a fee for Consultant’s services. The Shares will be issued to the Consultant or its designee in a single installment within five (5) business days following the signing of the Agreement or subject to the law of Singapore, and all Shares will be deemed paid in full upon issuance. To avoid confusion, the Parties agree that for purposes of Regulation 144 under the Securities Act of 1933, as amended, the Shares will be held for a period of time commencing on the date of issuance.

Contract term, termination and cancellation

The contract is valid from 15 June, 2024 to 14 December, 2024.

II.

During the contract period, if Party A and Party B have new contract terms and requirements, both parties shall sign a new written supplementary agreement after negotiation.

III.

This contract is terminated under the following circumstances. The party who proposes to terminate the contract shall notify the other party in writing one month in advance, and both parties shall terminate this contract by consensus;

	IV.	If the contract cannot be continued to be performed or is unnecessary due to force majeure or unexpected events, both parties may request for termination.

	V.	If one party expressly states that it will not perform its obligations or takes actions to indicate that it will not perform its obligations, the other party may terminate the contract;

	VI.	If one party to this contract encounters major difficulties in its business operations, is on the verge of bankruptcy, enters a legal reorganization period, or is liquidated, either party may terminate this contract.

VII.

Dispute resolution. The parties to the contract should discuss possible differences amicably. If necessary, both parties can jointly hire the Hong Kong International Arbitration Center (hereinafter referred to as “HKIAC”) for arbitration or mediation in Hong Kong. Unless the parties agree otherwise, the arbitrator shall be selected by the HKIAC Arbitration Commission.

Confidentiality Clause

The Consultant agrees to strictly maintain confidentiality regarding the Company’s business, operations or prospects and shall not disclose the Company’s trade secrets or other confidential information to any third party without the prior consent of the Company.

Supplementary Provisions

This contract is effective upon signature and seal of both parties. Any changes must be agreed upon by both parties and confirmed in writing.

II.

Both Party A and Party B have the responsibility to keep this contract confidential and shall not disclose it to a third party. Otherwise, the losses caused to the other party shall be borne by the responsible party. This clause will continue to be effective within one year after the termination of this contract.

III.

If one party changes its mailing address or other contact information, it shall notify the other party of the changed address and contact information within ten days from the date of change. Otherwise, the changing party shall be responsible for all consequences.

IV.

This contract is made in two copies, with Party A and Party B each holding one copy.

Party A: Primech Holdings Ltd

Legal Representative (Signature):
Date: 15 June 2024

Party B: Emmet International Ltd.

Legal Representative (Signature):
Date: June 15, 2024