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 May 2026
Commission
File Number: 001-42407
Wing
Yip Food Holdings Group Limited
No.9,
Guanxian North Rd
Huangpu
Town, Zhongshan City
Guangdong,
People’s Republic of China 528429
(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 ☐
Share
Consolidation
On
April 22, 2026, Wing Yip Food Holdings Group Limited, a company with limited liability incorporated in Hong Kong (the “Company”),
held its 11th annual general meeting of shareholders (the “Meeting”), at which the Company’s shareholders
considered, voted on, and approved, among other things, the consolidation of the Company’s shares at a ratio of four (4) existing
shares to one (1) consolidated share (the “Share Consolidation”), with an effective date of May 8, 2026 (the “Share
Consolidation Effective Date”).
Reason
for the Share Consolidation. The Share Consolidation was proposed in order for the Company to meet the continued listing
standard of the Nasdaq Stock Market LLC (“Nasdaq”) relating to the minimum bid price under Nasdaq Listing Rule
5550(a)(2) (the “Minimum Bid Price Rule”), and to mitigate the risk of the Company being delisted from Nasdaq.
American
Depositary Shares. The Company’s American depositary shares (“ADSs”) each represent one ordinary share
of the Company (collectively, the “Ordinary Shares”, and each, an “Ordinary Share”). In connection
with the Share Consolidation, the Company has instructed the ADS depositary bank, Deutsche Bank Trust Company Americas (the “Depositary
Bank”), not to change the current ratio of ADSs to Ordinary Shares. Instead, each ADS will continue to represent one underlying
Ordinary Share, but the total number of ADSs outstanding will be reduced proportionately, such that every four (4) existing ADSs will
be exchanged for one (1) new ADS (the “ADS Consolidation”). Accordingly, the per-ADS market value is expected to increase
proportionately, and the aggregate economic interest of each ADS holder in the Company will remain unchanged. The ADS Consolidation will
become effective, and the Company’s ADSs will begin trading on a post-ADS Consolidation basis, at the opening of the Nasdaq Capital
Market on June 2, 2026 (the “Marketplace Effective Date”). ADS holders should note that the Marketplace Effective
Date is subsequent to the Share Consolidation Effective Date. During the interim period between the Share Consolidation Effective Date
and the Marketplace Effective Date, the ADSs will continue to trade on a pre-ADS Consolidation basis notwithstanding that the Share Consolidation
will have already taken effect at the company level. On the Marketplace Effective Date, ADS holders of record will have their ADSs automatically
exchanged and need not take any action. No fractional ADSs will be issued in connection with the ADS Consolidation. Instead, fractional
entitlements to new ADSs will be aggregated and sold by the Depositary Bank, and the net cash proceeds from the sale of such fractional
ADS entitlements (after deduction of fees, taxes, and expenses) will be distributed to the applicable ADS holders by the Depositary Bank.
Symbol.
The Company’s ADSs will continue to trade on the Nasdaq Capital Market under the symbol “WYHG”.
Capitalization.
As of May 7, 2026, the Company had 50,330,928 Ordinary Shares issued and outstanding, of which 2,357,500 are represented by ADSs. Following
the effectiveness of the Share Consolidation on the Share Consolidation Effective Date, there will be approximately 12,582,732 Ordinary
Shares issued and outstanding. Following the effectiveness of the ADS Consolidation on the Marketplace Effective Date, there will be
approximately 589,375 ADSs issued and outstanding.
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.
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Wing Yip Food Holdings Group Limited |
| |
|
|
| Date: May 7, 2026 |
By: |
/s/ Xiantao
Wang |
| |
Name: |
Xiantao Wang |
| |
Title: |
Director and Chairman of the Board |
