Agroz (AGRZ) calls May 22 EGM on capital increase and reverse split
Rhea-AI Filing Summary
Agroz Inc. has called an extraordinary general meeting for May 22, 2026 at 10:00 a.m. Eastern Time, to be held in person in the Cayman Islands and virtually via a registered webcast.
Shareholders are being asked to approve a major increase and redesignation of the Company’s authorised share capital, creating up to 1,000,000,000 Class A Ordinary Shares, 5,000,000 Class B Ordinary Shares and maintaining 15,000,000 Redeemable Convertible Preference Shares, all with a par value of US$0.0001. They will also vote on fully amending and restating the memorandum and articles of association, authorising the board to implement a reverse share split of Class A and Class B Ordinary Shares in a ratio between 2‑to‑1 and 20‑to‑1, and ratifying broad authority for directors and officers to carry out these resolutions. The board recommends voting in favour of all resolutions and provides multiple ways to submit proxies ahead of the meeting.
Positive
- None.
Negative
- None.
Insights
Agroz seeks broad approval to reshape its capital structure and share count.
Agroz Inc. is asking shareholders to greatly expand and reclassify its authorised share capital, moving from US$11,500 to US$102,000 of nominal capital across new Class A and Class B Ordinary Shares and existing Redeemable Convertible Preference Shares. This builds capacity for future equity issuance but does not itself issue any shares.
The board also wants flexibility to execute a reverse share split of Class A and Class B Ordinary Shares at any whole-number ratio between 2‑to‑1 and 20‑to‑1, with the exact ratio chosen later by directors. Reverse splits are often used to adjust trading prices or share counts, though specific reasons are not detailed here.
Approval of the new second amended and restated memorandum and articles, plus broad ratification of directors’ and officers’ past and future implementing actions, would give management significant discretion over how and when to implement these structural changes after the May 22, 2026 meeting.
Key Figures
Key Terms
extraordinary general meeting regulatory
special resolution regulatory
proxy card regulatory
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 April 2026
Commission File Number 001-42885
Agroz Inc.
(Translation of registrant’s name into English)
No. 2, Lorong Teknologi 3/4A, Taman Sains Selangor, Kota Damansara,
47810 Petaling Jaya, Selangor, Malaysia
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
EXPLANATORY NOTE
On April 20, 2026, Agroz Inc. (the “Company”) published a notice of the Company’s extraordinary general shareholders’ meeting. The extraordinary general shareholders’ meeting will be held on May 22, 2026 at 10:00 a.m. Eastern time (ET), virtually. Shareholders will also be able to vote their shares online by attending the extraordinary general shareholders’ meeting via this webcast.
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EXHIBIT INDEX
The following exhibits are furnished as part of this Report on Form 6-K:
| Exhibit No. | Description | |
| 99.1 | Notice of 2026 Extraordinary General Meeting | |
| 99.2 | Proxy Statement | |
| 99.3 | Form of Proxy Card |
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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 hereunder.
| Agroz Inc. | ||
| By: | /s/ Gerard Kim Meng Lim | |
| Gerard Kim Meng Lim Chief Executive Officer | ||
Date: April 30, 2026
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Exhibit 99.1
NOTICE OF AN EXTRAORDINARY GENERAL MEETING OF
AGROZ INC.
(the “Company”)
Notice is hereby given that an extraordinary general meeting of the Company (“EGM”) will be held at the office of the Company’s Cayman Islands counsel Carey Olsen at Pavilion East, Cricket Square, George Town KY1-1001, Cayman Islands on 22 May 2026 at 10:00 am Eastern Time and virtually. If you would like to attend the virtual meeting, please register in advance at https://meeting.vstocktransfer.com/AGROZMAY26. A Zoom account is required to register:
The EGM is being convened to consider and, if thought fit, to pass the resolutions set out below.
| 1. | It is resolved as an ORDINARY RESOLUTION that the authorised share capital of the Company be amended and increased from US$11,500 divided into 100,000,000 Ordinary Shares of a par value of US$0.0001 each and 15,000,000 Redeemable Convertible Preference Shares of a par value of US$0.0001 each, to US$102,000 divided into 1,000,000,000 Class A Ordinary Shares of a par value of US$0.0001 each, 5,000,000 Class B Ordinary Shares of a par value of US$0.0001 each and 15,000,000 Redeemable Convertible Preference Shares of a par value of US$0.0001 each, by: (a) the re-designation of 100,000,000 Ordinary Shares of a par value of US$0.0001 each as Class A Ordinary Shares of a par value of US$0.0001 each, (b) the creation of 900,000,000 Class A Ordinary Shares of a par value of US$0.0001 each, and (c) the creation of 5,000,000 Class B Ordinary Shares of a par value of US$0.0001 each, each with the rights and subject to the restrictions set out in the Amended Articles (as defined below); |
| 2. | It is resolved as a SPECIAL RESOLUTION that the amended and restated memorandum and articles of association of the Company be amended and restated in their entirety and be replaced by the form of second amended and restated memorandum and articles of association, as attached to the notice convening the EGM (the “Amended Articles”). |
| 3. | It is resolved as a SPECIAL RESOLUTION that the Company effectuate a reverse share split of its Class A and Class B Ordinary Shares, par value US$0.0001 per share, in a ratio of any whole number in the range of 2-to-1 up to 20-to-1 with such ratio to be determined in the discretion of the Directors (the “Consolidation”), effective upon the Directors determining the ratio and resolving to approve the Consolidation. |
| 4. | It is resolved as an ORDINARY RESOLUTION that: |
| a) | any of the appropriate directors and officers of the Company be, and each of them hereby is, authorized: (i) to prepare, execute, deliver and perform, as the case may be, such agreements, amendments, applications, approvals, certificates, communications, consents, demands, directions, documents, further assurances, instruments, notices, orders, requests, resolutions, supplements or undertakings; (ii) to pay or cause to be paid on behalf of the Company any related costs and expenses; and (iii) to take such other actions, in the name and on behalf of the Company, as each such officer, in his discretion, shall deem necessary or advisable to complete and effect the foregoing resolutions or to carry out the intent and purposes of the foregoing resolutions, the preparation, execution, delivery and performance of any such agreements, amendments, applications, approvals, certificates, communications, consents, demands, directions, documents, further assurances, instruments, notices, orders, requests, resolutions, supplements or undertakings, the payment of any such costs or expenses and the performance of any such other acts shall be conclusive evidence of the approval of the Company thereof and all matters relating thereto; and |
| b) | all actions heretofore taken by the directors and officers of the Company with respect to the foregoing resolutions and all other matters contemplated by the foregoing resolutions are hereby approved, adopted, ratified and confirmed. |
[end]
BY ORDER OF THE BOARD
| /s/ Gerard Kim Meng Lim |
Gerard Kim Meng Lim
Director
c/o Vistra (Cayman) Limited
P. O. Box 31119 Grand Pavilion, Hibiscus Way, 802 West Bay Road
Grand Cayman, KY1 - 1205 Cayman Islands
Dated: April 20, 2026
**IF YOU ARE UNABLE TO ATTEND THE EGM, WE ENCOURAGE YOU TO COMPLETE AND RETURN THE ENCLOSED PROXY FORM.**
Exhibit 99.2
FORM OF PROXY
RELATING TO AN EXTRAORDINARY GENERAL MEETING
OF
AGROZ INC.
This form of proxy relates to an extraordinary general meeting (“EGM”) of Agroz Inc. (the “Company”) to be held at the office of the Company’s Cayman Islands counsel Carey Olsen at Pavilion East, Cricket Square, George Town KY1-1001, Cayman Islands on 22 May 2026 at 10:00 am Eastern Time and virtually. If you would like to attend the virtual meeting, please register in advance at https://meeting.vstocktransfer.com/AGROZMAY26. A Zoom account is required to register:
Please see notes (a) to (i) set out below for instructions on how to complete this form pf proxy.
NAME OF SHAREHOLDER: …………………………………………
I/We hereby appoint the chairman of the EGM as my/our proxy to attend and to act for me/us at the EGM and at any adjournment thereof and to vote on my/our behalf all of my/our shares in the Company in respect of the resolutions set out in the notice convening the EGM as hereunder indicated, and, if no such indication is given, as my/our proxy thinks fit.
Capitalised terms used but not defined herein shall have the meaning given to them in the notice convening the EGM.
| Resolution | For | Against | Abstain | |
| 1. | It is resolved as an ORDINARY RESOLUTION that the authorised share capital of the Company be amended and increased from US$11,500 divided into 100,000,000 Ordinary Shares of a par value of US$0.0001 each and 15,000,000 Redeemable Convertible Preference Shares of a par value of US$0.0001 each, to US$102,000 divided into 1,000,000,000 Class A Ordinary Shares of a par value of US$0.0001 each, 5,000,000 Class B Ordinary Shares of a par value of US$0.0001 each and 15,000,000 Redeemable Convertible Preference Shares of a par value of US$0.0001 each, by: (a) the re-designation of 100,000,000 Ordinary Shares of a par value of US$0.0001 each as Class A Ordinary Shares of a par value of US$0.0001 each, (b) the creation of 900,000,000 Class A Ordinary Shares of a par value of US$0.0001 each, and (c) the creation of 5,000,000 Class B Ordinary Shares of a par value of US$0.0001 each, each with the rights and subject to the restrictions set out in the Amended Articles (as defined below); |
| Resolution | For | Against | Abstain | |
| 2. | It is resolved as a SPECIAL RESOLUTION that the amended and restated memorandum and articles of association of the Company be amended and restated in their entirety and be replaced by the form of second amended and restated memorandum and articles of association, as attached to the notice convening the EGM (the “Amended Articles”). | |||
| 3. | It is resolved as a SPECIAL RESOLUTION that the Company effectuate a reverse share split of its Class A and Class B Ordinary Shares, par value US$0.0001 per share, in a ratio of any whole number in the range of 2-to-1 up to 20-to-1 with such ratio to be determined in the discretion of the Directors (the “Consolidation”), effective upon the Directors determining the ratio and resolving to approve the Consolidation. | |||
| 4. |
It is resolved as an ORDINARY RESOLUTION that:
a) any of the appropriate directors and officers of the Company be, and each of them hereby is, authorized: (i) to prepare, execute, deliver and perform, as the case may be, such agreements, amendments, applications, approvals, certificates, communications, consents, demands, directions, documents, further assurances, instruments, notices, orders, requests, resolutions, supplements or undertakings; (ii) to pay or cause to be paid on behalf of the Company any related costs and expenses; and (iii) to take such other actions, in the name and on behalf of the Company, as each such officer, in his discretion, shall deem necessary or advisable to complete and effect the foregoing resolutions or to carry out the intent and purposes of the foregoing resolutions, the preparation, execution, delivery and performance of any such agreements, amendments, applications, approvals, certificates, communications, consents, demands, directions, documents, further assurances, instruments, notices, orders, requests, resolutions, supplements or undertakings, the payment of any such costs or expenses and the performance of any such other acts shall be conclusive evidence of the approval of the Company thereof and all matters relating thereto; and
b) all actions heretofore taken by the directors and officers of the Company with respect to the foregoing resolutions and all other matters contemplated by the foregoing resolutions are hereby approved, adopted, ratified and confirmed |
Please cross (“x”) or tick the appropriate box to indicate how you wish your vote in respect of the resolution(s) to be cast (see note (c) below)
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Signed for and on behalf of the Shareholder:
| Signature: | ………………………………………… |
| Dated: | ……………………………………… |
3
NOTES
| a. | Full name(s) to be inserted in BLOCK CAPITALS. |
| b. | Each shareholder entitled to attend and vote at the EGM is entitled to appoint a proxy (who need not also be a shareholder of the Company) to attend, participate in and speak and vote in place of that shareholder at the extraordinary general meeting, and at any adjournment thereafter. If you wish to appoint some person(s) other than the chairman of the EGM as your proxy, please delete the words “the chairman of the EGM” and insert the name of the person to be appointed as proxy. The completion and lodging of this form of proxy will not preclude the relevant shareholder from attending the EGM and speaking and voting in person thereat to the exclusion of any proxy appointed in terms hereof, should such shareholder wish to do so. The proxy is also revocable at any time. |
| c. | If you wish to vote for the resolution set out above, please cross (“✗”) or tick the box marked “For”. If you wish to vote against the resolution, please cross (“✗”) or tick the box marked “Against”. If you wish to abstain from voting on the resolution, please cross (“✗”) or tick the box marked “Abstain”. If this form is returned duly signed but without specific direction on the proposed resolution, the proxy will vote or abstain at his/her discretion in respect of the resolution. A proxy will also be entitled to vote at his/her discretion on any resolution properly put to the EGM other than that set out in the notice convening the EGM. |
| d. | In the case of a joint holding, this form of proxy may be signed by any joint holder, but if more than one joint holder is present at the EGM, whether in person or by proxy, that one of the joint holders whose name stands first on the register of members of the Company in respect of the relevant joint holding shall alone be entitled to vote in respect thereof. |
| e. | This form of proxy must be signed by a shareholder of the Company, or his/her attorney duly authorised in writing, or if the shareholder is a corporation, either under its common seal or under the hand of an officer or attorney so authorised. |
| f. | To be valid, this form of proxy, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy thereof must be sent to [ ] before the time for the holding of the EGM or any adjournment hereof or complete the proxy card at [ ] |
| g. | Any alteration made to this form of proxy should be initialled by the person who signs it. |
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Exhibit 99.3
VOTE ON INTERNET Go to http : //www . vstocktransfer . com/proxy Click on Proxy Voter Login and log on using the below control number . Voting will be open until 11 : 59 p . m . , Eastern Time, May 21 , 2026 . CONTROL # VOTE BY EMAIL Mark, sign and date your proxy card and return it to vote@vstocktransfer.com VOTE BY MAIL Mark, sign and date your proxy card and return it in the envelope we have provided. ATTEND THE MEETING If you would like to attend the Extraordinary General Meeting to be held in - person at at the office of the Company's Cayman Islands counsel Carey Olsen at Pavilion East, Cricket Square, George Town KY 1 - 1001 , Cayman Islands, or virtually on May 22 , 2026 at 10 : 00 a . m . Eastern Time, please register via the URL below : https://meeting.vstocktransfer.com/AGROZMAY26 * SPECIMEN * 1 MAIN STREET ANYWHERE PA 99999 - 9999 Please Vote, Sign, Date and Return Promptly in the Enclosed Envelope. Extraordinary General Meeting of Shareholders - Agroz Inc. AGAINST ABSTAIN FOR DETACH PROXY CARD HERE TO VOTE BY MAIL THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ALL LISTED RESOLUTIONS. 1. It is resolved as an ORDINARY RESOLUTION that the authorised share capital of the Company be amended and increased from US $ 11 , 500 divided into 100 , 000 , 000 Ordinary Shares of a par value of US $ 0 . 0001 each and 15 , 000 , 000 Redeemable Convertible Preference Shares of a par value of US $ 0 . 0001 each, to US $ 102 , 000 divided into 1 , 000 , 000 , 000 Class A Ordinary Shares of a par value of US $ 0 . 0001 each, 5 , 000 , 000 Class B Ordinary Shares of a par value of US $ 0 . 0001 each and 15 , 000 , 000 Redeemable Convertible Preference Shares of a par value of US $ 0 . 0001 each, by : (a) the re - designation of 100 , 000 , 000 Ordinary Shares of a par value of US $ 0 . 0001 each as Class A Ordinary Shares of a par value of US $ 0 . 0001 each, (b) the creation of 900 , 000 , 000 Class A Ordinary Shares of a par value of US $ 0 . 0001 each, and (c) the creation of 5 , 000 , 000 Class B Ordinary Shares of a par value of US $ 0 . 0001 each, each with the rights and subject to the restrictions set out in the Amended Articles (as defined below) ; 2. It is resolved as a SPECIAL RESOLUTION that the amended and restated memorandum and articles of association of the Company be amended and restated in their entirety and be replaced by the form of second amended and restated memorandum and articles of association, as attached to the notice convening the EGM (the "Amended Articles") . 3. It is resolved as a SPECIAL RESOLUTION that the Company effectuate a reverse share split of its Class A and Class B Ordinary Shares, par value US $ 0 . 0001 per share, in a ratio of any whole number in the range of 2 - to - 1 up to 20 - to - 1 with such ratio to be determined in the discretion of the Directors (the "Consolidation"), effective upon the Directors determining the ratio and resolving to approve the Consolidation . 4. It is resolved as an ORDINARY RESOLUTION that : a)any of the appropriate directors and officers of the Company be, and each of them hereby is, authorized : (i) to prepare, execute, deliver and perform, as the case may be, such agreements, amendments, applications, approvals, certificates, communications, consents, demands, directions, documents, further assurances, instruments, notices, orders, requests, resolutions, supplements or undertakings ; (ii) to pay or cause to be paid on behalf of the Company any related costs and expenses ; and (iii) to take such other actions, in the name and on behalf of the Company, as each such officer, in his discretion, shall deem necessary or advisable to complete and effect the foregoing resolutions or to carry out the intent and purposes of the foregoing resolutions, the preparation, execution, delivery and performance of any such agreements, amendments, applications, approvals, certificates, communications, consents, demands, directions, documents, further assurances, instruments, notices, orders, requests, resolutions, supplements or undertakings, the payment of any such costs or expenses and the performance of any such other acts shall be conclusive evidence of the approval of the Company thereof and all matters relating thereto ; and b)all actions heretofore taken by the directors and officers of the Company with respect to the foregoing resolutions and all other matters contemplated by the foregoing resolutions are hereby approved, adopted, ratified and confirmed Note: To transact such other business as may properly come before the meeting or any adjournment or postponement of the meeting. Signature, if held jointly Signature Date To change the address on your account, please check the box at right and indicate your new address. * SPECIMEN * AC:ACCT9999 90.00
AGROZ INC. Extraordinary General Meeting of Shareholders May 22, 2026 IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 22, 2026 The Proxy Statement and the Proxy Card are available online at: https://ts.vstocktransfer.com/irhlogin/I - AGROZ To Register for the Virtual Meeting, Please Visit: https://meeting.vstocktransfer.com/AGROZMAY26 DETACH PROXY CARD HERE TO VOTE BY MAIL THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS I/We hereby appoint the chairman of the EGM as my/our proxy to attend and to act for me/us at the EGM and at any adjournment thereof and to vote on my/our behalf all of my/our shares in the Company in respect of the resolutions set out in the notice convening the EGM as hereunder indicated, and, if no such indication is given, as my/our proxy thinks fit . Electronic Delivery of Future Proxy Materials. If you would like to reduce the costs incurred by Agroz Inc. in mailing materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via email or the internet. To sign up for electronic delivery, please provide your email address below and check here to indicate you consent to receive or access proxy materials electronically in future years. Email Address: PLEASE INDICATE YOUR VOTE ON THE REVERSE SIDE (Continued and To be Signed on Reverse Side)