Material Agreement - Form 8-K

Item 1.01 Entry into a Material Definitive Agreement

On May 1, 2024, Synergy Empire Limited (the "Company") entered into a Regulation S Stock Purchase Agreement (the "Purchase Agreement") with two investors, Michael Tan and Andy Choe (collectively, the "Investors"), relating to the sale by the Company of an aggregate of 500,000 shares of the Company's common stock, $.0001 par value per share (the "Common Stock") at a price of $0.20 per share. Mr. Tan purchased 250,000 shares of Common Stock, and Mr. Choe purchased 250,000 shares of Common Stock. The sale of the securities was consummated contemporaneously with the execution of the Investment Agreements. The Company received aggregate gross proceeds from the Investors of $100,000. The Company intends to use the proceeds for general corporate purposes.

The representations, warranties and agreements by the Company and the Investors in the Purchase Agreement were included for the purpose of the allocating certain risks between the parties to the Investment Agreements and were for the benefit of the parties to such agreements, and not any third parties. The foregoing summary is qualified in its entirety by reference to the Purchase Agreement which is attached hereto as Exhibit 10.1 hereto.