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Agroz (NASDAQ: AGRZ) boosts authorized shares and creates 100-vote Class B stock

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

Agroz Inc. amended its corporate charter to sharply increase its authorized share capital and introduce a dual‑class share structure. Authorized capital rose from US$11,500 to US$102,000, now divided into 1,000,000,000 Class A Ordinary Shares, 5,000,000 Class B Ordinary Shares and 15,000,000 Redeemable Convertible Preference Shares (all with a par value of US$0.0001 each).

The previous 100,000,000 Ordinary Shares were redesignated as Class A Ordinary Shares, with 900,000,000 additional Class A shares and 5,000,000 Class B shares created. Class A Ordinary Shares carry one vote per share, dividend rights and no redemption rights, and will remain the publicly traded shares. Class B Ordinary Shares carry 100 votes per share, notice and voting rights at shareholder meetings, and no redemption rights, concentrating significantly higher voting power per share. Terms of the RCPS are unchanged.

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Insights

Agroz adopts a dual-class structure with a major increase in authorized shares.

Agroz Inc. has raised its authorized share capital from US$11,500 to US$102,000, creating headroom for up to 1,000,000,000 Class A Ordinary Shares, 5,000,000 Class B Ordinary Shares and 15,000,000 RCPS, all at US$0.0001 par value.

The redesignation of existing Ordinary Shares into Class A Ordinary Shares preserves current public shareholders’ economic and one‑vote‑per‑share rights. The new Class B Ordinary Shares carry 100 votes per share, significantly enhancing voting influence for holders of this class relative to Class A holders.

This structure allows separation of economic and voting power. Actual effects on control depend on how many Class B shares are issued and to whom, which is not detailed here. Future filings may clarify allocation and any resulting ownership or control concentrations.

Prior authorized capital US$11,500 Before Second Amended and Restated Memorandum and Articles
New authorized capital US$102,000 After Second Amended and Restated Memorandum and Articles
Authorized Class A Ordinary Shares 1,000,000,000 shares Par value US$0.0001 each
Authorized Class B Ordinary Shares 5,000,000 shares Par value US$0.0001 each
Authorized RCPS 15,000,000 shares Redeemable Convertible Preference Shares, terms unchanged
Voting rights Class A 1 vote per share Publicly traded Class A Ordinary Shares
Voting rights Class B 100 votes per share Class B Ordinary Shares
Second Amended and Restated Memorandum and Articles of Association regulatory
"filed its Second Amended and Restated Memorandum and Articles of Association (“Amended Articles”)"
Class A Ordinary Shares financial
"1,000,000,000 Class A Ordinary Shares of a par value of US$0.0001 each"
Class A ordinary shares are a type of ownership stake in a company that typically grants voting rights to shareholders, allowing them to have a say in important company decisions. They often come with priority in receiving dividends or profits, making them attractive to investors seeking influence and potential income. These shares help distinguish different levels of ownership and rights within a company's stock structure.
Class B Ordinary Shares financial
"5,000,000 Class B Ordinary Shares of a par value of US$0.0001 each"
Class B ordinary shares are a type of ownership stake in a company that typically come with different voting rights or privileges compared to other share classes. For investors, they represent a way to hold part of the company’s value and influence its decisions, often with fewer voting rights than Class A shares. Understanding these shares helps investors assess their level of control and potential returns within a company.
Redeemable Convertible Preference Shares financial
"15,000,000 Redeemable Convertible Preference Shares of a par value of US$0.0001 each (“RCPS”)"
foreign private issuer regulatory
"REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16"
A foreign private issuer is a company organized outside the United States that meets tests showing it is primarily foreign-controlled and therefore qualifies for a different set of U.S. reporting rules. For investors, that means the company files less frequent or differently formatted disclosures with U.S. regulators and may follow home-country accounting and governance practices, so buying its stock is like dining at a well-reviewed restaurant that follows its home kitchen’s rules instead of the local menu — you get access but should check what standards apply.
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Form 6-K: How Foreign Companies Report to the SEC →

 

 

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 June 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 offices)

 

Indicate by check mark whether the registrant files of will file annual reports under cover of Form 20-F or Form 40-F.

 

Form 20-F þ Form 40-F ☐

 

 

 

 

 

Filing of Second Amended and Restated Memorandum and Articles of Association

 

On June 24, 2026, Agroz Inc. (the “Company”) filed its Second Amended and Restated Memorandum and Articles of Association (“Amended Articles”), which amended and restated the Company’s Amended and Restated Memorandum and Articles of Association to amend and increase the Company’s authorized share capital as follows: 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 (“RCPS”), 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 (“Class A Ordinary Shares”), (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 (“Class B Ordinary Shares”), each with the rights and subject to the restrictions set forth in the Amended Articles.

 

The Class A Ordinary Shares will be the publicly traded shares of the Company, with such rights as set forth in the Amended Articles, which rights remain unchanged from those set forth for shares designated “Ordinary Shares” in the Company’s Amended and Restated Memorandum and Articles of Association, including, amongst other things: the right to receive dividends, as declared by the Company’s Board of Directors from time to time; the right to one (1) vote per Class A Ordinary Share held by the holder of the Class A Ordinary Shares, the right to receive notice of shareholder meetings, attend, and vote thereat, subject to the terms of the Amended Articles; and no redemption rights. The Class B Ordinary Shares have the following rights, subject to the terms of the Amended Articles: the right to 100 votes per Class B Ordinary Share held by the holder of the Class B Ordinary Shares, the right to receive notice of shareholder meetings, attend, and vote thereat, subject to the terms of the Amended Articles; and no redemption rights. The terms of the RCPS remain unchanged from those set forth in the Amended and Restated Memorandum and Articles of Association.

 

SUBMITTED HEREWITH 

 

EXHIBIT 

 

3.2   Second Amended and Restated Memorandum and Articles of Association.

 

1

 

 

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.

 

  AGROZ INC.
     
Date: June 30, 2026 By: /s/ Gerard Kim Meng Lim
    Gerard Kim Meng Lim
    Chief Executive Officer

 

2

Source: View Original Filing on SEC EDGAR

FAQ

What change did Agroz Inc. (AGRZ) make to its share capital?

Agroz Inc. increased its authorized share capital from US$11,500 to US$102,000. The capital is now divided into Class A Ordinary Shares, Class B Ordinary Shares, and Redeemable Convertible Preference Shares, each with a par value of US$0.0001 per share.

How many Agroz (AGRZ) Class A and Class B Ordinary Shares are authorized?

Agroz is now authorized to issue 1,000,000,000 Class A Ordinary Shares and 5,000,000 Class B Ordinary Shares. All carry a par value of US$0.0001 each, alongside 15,000,000 Redeemable Convertible Preference Shares with unchanged terms.

What rights do Agroz (AGRZ) Class A Ordinary Shares provide?

Class A Ordinary Shares provide one vote per share, dividend rights when declared by the board, and rights to receive notice of, attend and vote at shareholder meetings. They have no redemption rights and remain the company’s publicly traded shares.

How do Agroz (AGRZ) Class B Ordinary Shares differ from Class A?

Class B Ordinary Shares carry 100 votes per share, versus one vote for Class A. Holders can receive notice of, attend and vote at shareholder meetings and have no redemption rights, giving substantially greater voting power per share than Class A holders.

What happened to Agroz’s existing Ordinary Shares after the amendment?

The company’s 100,000,000 existing Ordinary Shares were redesignated as Class A Ordinary Shares. Their economic and voting rights remain unchanged from the prior Ordinary Shares, including one vote per share, dividend eligibility and no redemption rights.

Did Agroz (AGRZ) change the terms of its Redeemable Convertible Preference Shares?

The terms of Agroz’s Redeemable Convertible Preference Shares (RCPS) remain unchanged. The company kept the authorized amount at 15,000,000 RCPS with a par value of US$0.0001 each, continuing under the same rights and restrictions as before.

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