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 September
2026
Commission file number: 001-42864
CCH HOLDINGS LTD
(Exact name of registrant as
specified in its charter)
No. 1, Jalan Perda Jaya,
Kawasan Perniagaan Perda Jaya, 14000
Bukit Mertajam, Pulau Pinang,
Malaysia
(Address of Principal Executive
Offices)
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
☐
Amendment to Transaction
Documents
As previously disclosed by
CCH Holdings Ltd (the “Company”) in its Report of Foreign Private Issuer on Form 6-K furnished to the U.S. Securities
and Exchange Commission (the “Commission”) on July 31, 2026, the Company entered into a Securities Purchase Agreement,
dated July 31, 2026 (the “Purchase Agreement”), with an institutional investor (the “Investor”),
pursuant to which the Company agreed to sell to the Investor a Senior 8% Original Issue Discount Convertible Promissory Note in the original
principal amount of up to US$2,500,000 (the “Note”), convertible into Class A ordinary shares of the Company, par value
US$0.0001 per share (the “Class A Ordinary Shares”), together with warrants (the “Warrants”) to
purchase up to 374,112 Class A Ordinary Shares, for an aggregate subscription amount of US$2,300,000, in two closings. The initial closing
occurred on July 31, 2026, at which the Note in the principal amount of US$1,250,000, the Warrants and 700,000 Pre-Delivery Shares were
issued to the Investor against payment of US$1,150,000.
On September 11, 2026, the
Company and the Investor entered into a letter amendment agreement (the “Letter Amendment”) to amend certain provisions
of the Note and the Purchase Agreement. Pursuant to the Letter Amendment: (i) the Company’s right to reset or reduce the Floor Price
under the Note was eliminated, such that the Company no longer has any right to reset or reduce the Floor Price; (ii) the definition of
“Economic Difference” under the Note was amended such that the economic difference is calculated by reference to the lower
of (1) the daily VWAP of the Class A Ordinary Shares on the conversion date and (2) the applicable conversion price, so that the aggregate
economic difference payable in respect of the conversion of the entire US$2,500,000 initial principal amount of the Note will not exceed
US$2,500,000; and (iii) the parties agreed that only the 374,112 Class A Ordinary Shares issuable upon cash exercise of the Warrants in
full will be registered under the Registration Statement (as defined below), and the number of Class A Ordinary Shares registered in respect
of the Warrants under the Registration Statement has been reduced accordingly.
The foregoing description of
the Letter Amendment is not complete and is subject to and qualified in its entirety by reference to the full text of the Letter Amendment,
which was previously filed as Exhibit 10.9 to Amendment No. 2 to the Company’s registration statement on Form F-1 (File No. 333-298220),
filed with the Commission on September 14, 2026, and is incorporated herein by reference.
Subsequent Closing
On September 30, 2026,
the Company completed the subsequent closing (the “Subsequent Closing”) contemplated by the Purchase Agreement,
following the effectiveness of the Company’s registration statement on Form F-1 (File No. 333-298220) (the
“Registration Statement”), which was declared effective by the Commission at 4:00 p.m., Eastern Time, on
September 29, 2026. At the Subsequent Closing, the Investor delivered to the Company US$1,035,000, being the remaining US$1,150,000
of the subscription amount net of the additional discount of US$115,000 contemplated by the Purchase Agreement in respect of the
second closing, and the Company issued to the Investor the remaining portion of the Note in the principal amount of US$1,250,000.
Following the Subsequent Closing, the Note in the aggregate principal amount of US$2,500,000 has been issued in full, and the
Company has received aggregate gross proceeds of US$2,185,000 under the Purchase Agreement. The Company elected to apply the
additional discount as a reduction of the gross proceeds payable at the Subsequent Closing, and no Class A Ordinary Shares were or
will be issued to the Investor in respect of such discount.
Based in part upon the representations
of the Investor in the Purchase Agreement, the placement and sale of the Note at the Subsequent Closing was made in reliance on the exemption
afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and corresponding provisions
of state securities or “blue sky” laws. The Note issued at the Subsequent Closing has not been registered under the Securities
Act or any state securities laws and may not be offered or sold in the United States absent registration with the Commission or an applicable
exemption from the registration requirements. The resale of the Class A Ordinary Shares issuable upon conversion of the Note, upon exercise
of the Warrants and comprising the Pre-Delivery Shares has been registered under the Registration Statement.
This Report shall not constitute
an offer to sell or a solicitation of an offer to buy any securities of the Company, nor shall there be any sale of these securities in
any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction.
This Report is hereby incorporated
by reference into the Registration Statement, to the extent not superseded by documents or reports subsequently filed or furnished by
the Company under the Securities Act.
EXHIBIT INDEX
| Exhibit No. |
|
Description |
| 10.1 |
|
Letter Amendment Agreement, dated September 11, 2026, between the Company and the Investor (incorporated by reference to Exhibit 10.9 to Amendment No. 2 to the Company’s registration statement on Form F-1 (File No. 333-298220), filed with the Commission on September 14, 2026) |
| 99.1 |
|
Press Release, dated September 30, 2026 |
SIGNATURE
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.
| |
CCH HOLDINGS LTD |
| |
|
|
| |
By: |
/s/ Goh Kok E |
| |
Name: |
Goh Kok E |
| |
Title: |
Chairman and Chief Executive Officer |
| |
|
|
| |
Date: |
September 30, 2026 |
Exhibit 99.1
CCH Holdings Ltd Announces
Subsequent Closing of US$2.5 Million Convertible Promissory Note and Warrant Offering
BUKIT MERTAJAM, MALAYSIA, Sept. 30, 2026 (GLOBE NEWSWIRE) -- CCH Holdings Ltd (Nasdaq: CCHH) (the “Company” or
“CCH”), a Malaysia-based specialty hotpot restaurant chain, today announced the subsequent closing (the
“Subsequent Closing”) of its previously announced offering of a convertible promissory note (the
“Note”) convertible into Class A ordinary shares of the Company, par value US$0.0001 per share (the
“Shares”), and accompanying warrants (the “Warrants”), pursuant to the Securities Purchase
Agreement, dated July 31, 2026 (the “Purchase Agreement”), with an institutional investor (the
“Investor”). At the Subsequent Closing, the Investor delivered to the Company US$1,035,000, being the remaining
US$1,150,000 of the subscription amount net of the additional discount of US$115,000 contemplated by the Purchase Agreement in
respect of the second closing, and the Company issued to the Investor the remaining portion of the Note in the principal
amount of US$1,250,000. Following the Subsequent Closing, the Note in the aggregate principal amount of US$2,500,000 has been issued
in full, and the Company has received aggregate gross proceeds of US$2,185,000 under the Purchase Agreement. The Company elected to
apply the additional discount as a reduction of the gross proceeds payable at the Subsequent Closing, and no Class A Ordinary Shares
were or will be issued to the Investor in respect of such discount.
The Subsequent Closing occurred
following the effectiveness of the Company’s registration statement on Form F-1 (File No. 333-298220), which was declared effective
by the U.S. Securities and Exchange Commission at 4:00 p.m., Eastern Time, on September 29, 2026, and which registers the resale of the
Shares issuable upon conversion of the Note and upon exercise of the Warrants and the Shares comprising the pre-delivery shares issued
to the Investor at the initial closing.
As previously disclosed in
Amendment No. 2 to the Company’s registration statement on Form F-1 filed with the U.S. Securities and Exchange Commission
on September 14, 2026, the Company and the Investor entered into a letter amendment agreement, dated September 11, 2026, pursuant to which,
among other things, the Company’s right to reset or reduce the floor price under the Note was eliminated, the economic difference
payable upon conversions of the Note below the floor price was capped by reference to the lower of the conversion-date VWAP and the applicable
conversion price, and the number of Shares registered in respect of the Warrants was reduced to the 374,112 Shares issuable upon cash
exercise of the Warrants in full.
This press release does not
constitute an offer to sell, or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction
in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such
state or jurisdiction.
About CCH Holdings Ltd
CCHH (Nasdaq: CCHH) is a Nasdaq-listed
company primarily engaged in Chicken Claypot and restaurant franchise operations. Building on its operating base and regional business
network, the Company is pursuing strategic diversification opportunities in technology infrastructure, including technical consulting
services and maintenance services solution for data center projects, with a particular focus on Southeast Asian markets. CCHH aims to
develop a dual-engine growth model combining stable restaurant franchise operations with high-potential digital infrastructure business
opportunities.
Safe Harbor Statement
This announcement contains
statements that may constitute “forward-looking” statements pursuant to the “safe harbor” provisions of the U.S.
Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,”
“expects,” “anticipates,” “aims,” “future,” “intends,” “plans,”
“believes,” “estimates,” “likely to,” and similar statements. The Company may also make written or
oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission (the “SEC”), in its
annual report to shareholders, in announcements and other written materials, and in oral statements made by its officers, directors, or
employees to third parties. Statements that are not historical facts, including statements about the Company’s beliefs, plans, and
expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of factors
could also cause actual results to differ materially from those contained in any forward-looking statement, including but not limited
to the following: potential adverse reactions or changes to business relationships; adverse changes in general economic or market conditions;
and actions by third parties, including government agencies; the Company’s strategies, future business development, and financial
condition and results of operations; the expected growth of the specialty hotpot market; the political, economic, social and legal developments
in the jurisdictions that the Company operates in or in which the Company intends to expand its business and operations; the Company’s
ability to maintain and enhance its brand. Further information regarding these and other risks is included in the Company’s filings
with the SEC. All information provided in this announcement is as of the date of this announcement, and the Company does not undertake
any obligation to update any forward-looking statement, except as required under applicable law.
For more information,
please contact:
CCH Holdings Ltd
Investor Relations
Email: cch_ir@cchasia.com.my
