Item 1.01 Entry into a Material Definitive Agreement

The information set forth in Item 3.02 of this Current Report on Form 8-K is incorporated herein by reference into this Item 1.01 in its entirety.

Item 3.02 Unregistered Sales of Equity Securities.

On October 3, 2022, Leet Technology Inc., a Delaware corporation (the "Company"), issued to Porta Capital Limited, Bru Haas (B) Sdn Bhd, Bru Haas Sdn Bhd, Clicque Technology Sdn Bhd, Tilla Network Limited and Porta Network Inc., the Company's related parties (individually as the "Related Party," and collectively as the "Related Parties"), an aggregate of 5,898,256 shares of Series B Convertible Preferred Stock, par value $0.0001 per share (the "Series B Preferred Stock"), of the Company pursuant to certain Debt Conversion Agreements, each dated September 30, 2022 (the "Debt Conversion Agreement"), between the Related Parties and the Company. Pursuant to the Board Resolution dated September 28, 2022 approving the adoption of certain Rights and Preferences of Series B Preferred Shares, the Agreements included the following rights: (i) Dividend Rights and (ii) Redemption Rights. The Series B Preferred Shares were issued on September 30, 2022. The securities were issued pursuant to the registration exemption under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act").

The Related Parties have a close association with the Company as Dai Song, the majority shareholder of the Company, sits on the board of directors of each Related Party and is the majority shareholder of Porta Capital Limited, Bru Haas (B) Sdn Bhd, Bru Haas Sdn Bhd, Tilla Network Limited and Porta Network Inc. As such, the Company and the Related Parties are under common control.

The foregoing description of the Debt Conversion Agreement is qualified in its entirety by reference to Exhibit 10.1, Exhibit 10.2, Exhibit 10.3, Exhibit 10.4, Exhibit 10.5 and Exhibit 10.6 to this Form 8-K and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits



 Exhibit     Description:
 Number:

   10.1        Debt Conversion Agreement, dated September 30, 2022 between Leet
             Technology Inc. and Porta Capital Limited

   10.2        Debt Conversion Agreement, dated September 30, 2022 between Leet
             Technology Inc. and Bru Haas (B) Sdn Bhd

   10.3        Debt Conversion Agreement, dated September 30, 2022 between Leet
             Technology Inc. and Bru Haas Sdn Bhd

   10.4        Debt Conversion Agreement, dated September 30, 2022 between Leet
             Technology Inc. and Clicque Technology Sdn Bhd

   10.5        Debt Conversion Agreement, dated September 30, 2022 between Leet
             Technology Inc. and Tilla Network Limited

   10.6        Debt Conversion Agreement, dated September 30, 2022 between Leet
             Technology Inc. and Porta Network Inc

   104       The cover page from this Current Report on Form 8-K, formatted in
             Inline XBRL








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