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 OF
THE
SECURITIES EXCHANGE ACT OF 1934
For
the month of March 2026
Commission
File Number 001-42688
707
Cayman Holdings Limited |
| (Exact
name of registrant as specified in its charter) |
Not
Applicable
(Translation
of Registrant’s Name Into English)
| 5/F,
AIA Financial Centre, 712 Prince Edward Road East, San Po Kong |
|
Hong
Kong |
| (Address
of principal executive offices) |
|
(Zip
Code) |
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 ☐
There
was extraordinary general meeting (the “EGM”) of 707 Cayman Holdings Limited (the “Company”) held
on March 25, 2025 at 10:00 a.m. (Hong Kong time) at 5/F, AIA Financial Centre, 712 Prince Edward Road East, San Po Kong, Hong Kong. At
the close of business on March 5, 2025, the record date for the determination of shareholders entitled to vote, there were 28,219,360
Class A Ordinary Shares outstanding, with each share entitled to one vote, and 7,806,000 Class B Ordinary Shares outstanding, each share
being entitled to 25 votes. Holders of 8,071,608 Class A Ordinary Shares and 7,806,000 Class B Ordinary Shares of the Company on March
5, 2025 were present in person or by proxy at the EGM and constituted a quorum.
At
the EGM, the shareholders of the Company voted and approved each of the following resolutions, pursuant to the accompanying voting results,
with the complete proposals as were set forth in the Notice of the EGM that was filed with the Securities and Exchange Commission on
March 6, 2026:
Proposal
1: The consolidation of each of the issued and unissued class A ordinary shares of a par value of US$0.001 each (the “Class
A Ordinary Shares”) and class B ordinary shares of a par value of US$0.001 each (“Class B Ordinary Shares”)
each at a ratio one (1) – for-twenty (20) (the “Initial Consolidation”) such that (i) every 20 existing authorized
unissued and issued Class A Ordinary Share par value US$0.001 each be consolidated into 1 Class A Ordinary Share of par value US$0.02
each, and (ii) every 20 existing authorized unissued and issued Class B Ordinary Share par value US$0.001 each be consolidated into 1
Class B Ordinary Share of par value US$0.02 each, such that following the Initial Consolidation, the authorized share capital of the
Company is US$500,000 divided into 25,000,000 shares of a par value of US$0.02 each, comprising (a) 20,000,000 Class A Ordinary Shares
of a par value of US$0.02 each and (b) 5,000,000 Class B Ordinary Shares of a par value of US$0.02 each; and the authorization of the
board of directors of the Company (the “Board”) to settle as they consider expedient any difficulty which arises in
relation to the Initial Consolidation, with the following vote:
7,959,209
Class A Ordinary Shares (28.20%) voting FOR, 112,300 Ordinary Shares (0.40%) voting AGAINST, and 100 Ordinary Shares (<0.01%) ABSTAINING,
and
7,806,000
Class B Ordinary Shares (100%).voting FOR, 0 Class B Ordinary Shares (0%) voting AGAINST, and 0 Class B Ordinary Shares (0%) ABSTAINING.
Proposal
2: The consolidation of (i) each of the issued and unissued Class A Ordinary Shares with a par value of US$0.02 each (the “Consolidated
Class A Shares”); and (ii) each of the issued and unissued Class B ordinary shares with a par value of US$0.02 each (the “Consolidated
Class B Shares”) each at a ratio of not less than one (1)-for two-(2) and not more than one (1)-for- two hundred and fifty
(250) (the “Range”), with the exact ratio to be set at a whole number within the Range and the exact date to be determined
by the Board in its sole discretion by no later than 21 September 2026, being 180 days after the date of the 2026 Extraordinary Meeting
(the “Further Consolidation”);
The
authorization of the Board at its absolute and sole discretion to either (i) implement the Further Consolidation and determine the exact
ratio of the Further Consolidation and effective date of such Further Consolidation by no later than 21 September 2026, being 180 days
after the date of the 2026 Extraordinary Meeting or (ii) elect not to implement the Further Consolidation, and any one director or officer
of the Company be and is hereby authorized, for and on behalf of the Company, to do all such other acts or things necessary or desirable
to implement, carry out and give effect to the Further Consolidation, if and when deemed advisable by the Board in its sole discretion;
and
The
authorization of the Board to settle as they consider expedient any difficulty which arises in relation to the Further Consolidation,
with the following vote:
7,958,614
Class A Ordinary Shares (28.20%) voting FOR, 110,895 Ordinary Shares (0.39%) voting AGAINST, and 2,100 Ordinary Shares (0.03%) ABSTAINING,
and
7,806,000
Class B Ordinary Shares (100%).voting FOR, 0 Class B Ordinary Shares (0%) voting AGAINST, and 0 Class B Ordinary Shares (0%) ABSTAINING.
Previously,
on December 19, 2025 at 10:00 a.m. (Hong Kong time) at 5/F, AIA Financial Centre, 712 Prince Edward Road East, San Po Kong, Hong Kong,
the Company held an EGM and the record date for the determination of shareholders entitled to vote at the EGM held on December 19, 2025
was December 8, 2025, at which time there were 18,750,000 Ordinary Shares outstanding, each share being entitled to one vote. Holders
of 16,051,516 Ordinary Shares of the Company as of December 8, 2025 were present in person or by proxy at the EGM and constituted a quorum.
At
the EGM held on December 19, 2025, the shareholders of the Company voted and approved each of the following, pursuant to the accompanying
voting results, with the complete proposals as were set forth in the Notice of the EGM that was filed with the Securities and Exchange
Commission on December 9, 2025:
Proposal
1: The adoption of a dual class structure such that every holder of shares in the Company shall have one (1) vote for each Class
A Ordinary Shares (as defined in Resolution 2), of which they are the holder and twenty-five (25) for each Class B Ordinary Shares (as
defined in Resolution 2), of which they are the holder, with the following vote:
15,652,072
Ordinary Shares (97.51%).voting FOR, 398,903 Ordinary Shares (2.49%) voting AGAINST, and 541 Ordinary Shares (<0.01%) ABSTAINING;
Proposal
2: Authorized share capital of the Company be changed from US$500,000 divided into 500,000,000 shares of a nominal or par value of
US$0.001 each to US$500,000 divided into 500,000,000 shares of a par value of US$0.001 each, comprising (i) 400,000,000 Class A Ordinary
Shares, and (ii) 100,000,000 Class B Ordinary Shares, with the following vote:
15,652,071
Ordinary Shares (97.51%), voting FOR, 399,344 Ordinary Shares (2.49%) voting AGAINST, and 101 Ordinary Shares (<0.01%) ABSTAINING;
and
Proposal
3: Approved that the shares of the Company be redesignated such that the 15,612,000 issued ordinary shares of par value US$0.001
each in the capital of the Company registered in the name of JME International Holdings Limited be redesignated as 7,806,000 Class A
Ordinary Shares and 7,806,000 Class B Ordinary Shares and the remaining 10,728,000 issued ordinary shares of par value of US$0.001 each
in the capital of the Company registered in the names of various shareholders be redesignated as 10,728,000 Class A Ordinary Shares,
the 381,466,000 authorized but unissued ordinary shares of par value of US$0.001 each in the capital of the Company be redesignated as
381,466,000 Class A Ordinary Shares and the 92,194,000 authorized but unissued ordinary shares of par value of US$0.001 each in the capital
of the Company be redesignated as 92,194,000 Class B Ordinary Shares, with the following vote:
15,652,071
Ordinary Shares (97.51%).voting FOR, 399,344 Ordinary Shares (2.49%) voting AGAINST, and 101 Ordinary Shares (<0.01%) ABSTAINING;
and
Proposal
4: The Second Amended and Restated Memorandum of Association and Second Amended and Restated Articles of Association of the Company
as were set forth in Annex A to the notice of the EGM were adopted to reflect, among others, the dual-class share structure and set out
the rights and privileges of Class A Ordinary Shares and Class B Ordinary Shares, with the following vote:
15,798,065
Ordinary Shares (98.42%).voting FOR, 252,537 Ordinary Shares (1.57%) voting AGAINST, and 914 Ordinary Shares (0.01%) ABSTAINING.
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.
| |
707
Cayman Holdings Limited |
| |
|
| Date:
March 30, 2026 |
By |
/s/
Cheung Lui |
| |
|
Cheung
Lui |
| |
|
Chief
Executive Officer |
