ChowChow Cloud to enact 1-for-10 reverse split
Class B ordinary shares carry ten votes each, compared with one vote per Class A share, under the redesignation.
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Rhea-AI Filing Summary
ChowChow Cloud International Holdings Ltd (CHOW) said it will effect a 1-for-10 reverse share split, followed by redesignating its ordinary shares as Class A and Class B. The report body dates the split to October 23, 2026, while the attached release says the split and redesignation become effective October 26, 2026; post-split Class A trading is expected to begin October 26. Shareholders approved the actions on September 14, 2026. Afterward, the company expects 1,103,375 Class A and 2,445,625 Class B shares issued and outstanding, subject to fractional-entitlement adjustments. Authorized share capital will be US$100,000,000,000, divided into 90,000,000,000,000 Class A and 10,000,000,000,000 Class B shares.
Filing Explained
The shareholder-approved redesignation is announced as a future change: it assigns Rainbow Sun Enterprises Limited’s Class B shares 10 votes each, versus one vote for each Class A share assigned to other shareholders, giving Rainbow’s shares greater voting weight per share.
Key Figures
Key Terms
redesignation technical
fractional entitlement financial
Stock Split
FAQ
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When does CHOW's reverse split take effect, and when does post-split trading start?
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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 October 2026
Commission File Number: 001-42839
ChowChow Cloud International Holdings Limited
Unit 03, 23/F, Aitken Vanson Centre,
No. 61 Hoi Yuen Road, Kwun Tong
Kowloon, Hong Kong
+852 3461 3788
(Address of principal executive offices)
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 ☐
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
On October 23, 2026, ChowChow Cloud International Holdings Limited, a Cayman Islands exempted company (the “Company”), will effect a reverse share split of the Company’s ordinary shares at a ratio of 1-for-10 (the “Reverse Share Split”), as previously approved by the Company’s shareholders at the extraordinary general meeting held on September 14, 2026, such that (a) every ten (10) issued ordinary shares of a par value of US$0.0001 each were combined into one (1) issued ordinary share of a par value of US$0.001 each and (b) no fractional shares were issued, and any fractional entitlement that otherwise would have resulted from the Reverse Share Split was rounded up to the nearest whole share.
Immediately following the Reverse Share Split, the Company redesignated its authorized and issued share capital into Class A ordinary shares, each carrying one (1) vote per share (the “Class A Ordinary Shares”), and Class B ordinary shares, each carrying ten (10) votes per share (the “Class B Ordinary Shares”) (the “Redesignation”). In connection with the Redesignation, (i) 2,445,625 issued ordinary shares held by Rainbow Sun Enterprises Limited were redesignated as 2,445,625 Class B Ordinary Shares, (ii) 1,103,375 issued ordinary shares held by the Company’s other shareholders were redesignated as 1,103,375 Class A Ordinary Shares, (iii) 43,896,625 authorized but unissued ordinary shares were redesignated as Class A Ordinary Shares and (iv) 2,554,375 authorized but unissued ordinary shares were redesignated as Class B Ordinary Shares. Following the Reverse Share Split and the Redesignation, the Company increased its authorized share capital to US$100,000,000,000, divided into 90,000,000,000,000 Class A Ordinary Shares and 10,000,000,000,000 Class B Ordinary Shares, each with a par value of US$0.001. The Company also adopted its second amended and restated memorandum and articles of association to reflect the foregoing corporate actions and certain other amendments approved by the Company’s shareholders.
The Company’s Class A Ordinary Shares are expected to begin trading on a post-split basis on NYSE American on October 26, 2026, under the current symbol “CHOW”. The new CUSIP number following the Reverse Share Split and the Redesignation is G2124J116.
On October 13, 2026, the Company issued a press release announcing the Reverse Share Split and the Redesignation. A copy of the press release is attached hereto as Exhibit 99.1.
| 2 |
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Press Release |
| 3 |
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.
| ChowChow Cloud International Holdings Limited | ||
| Date: October 13, 2026 | By: | /s/ Yee Kar Wing |
| Name: | Yee Kar Wing | |
| Title: | Chairman of the Board and Chief Executive Officer | |
| 4 |
Exhibit 99.1
ChowChow Cloud International Holdings Limited Announces 1-for-10 Reverse Share Split and Redesignation of Ordinary Shares Effective October 23, 2026
Singapore, October 13, 2026 /PRNewswire/ — ChowChow Cloud International Holdings Limited (“Chowchow” or the “Company”) (NYSE American: CHOW), a technology company providing one-stop cloud solutions in Hong Kong, today announced that it will effect a reverse share split of its ordinary shares, par value US$0.0001 each (the “Ordinary Shares”), on a one-for-ten basis (the “Reverse Share Split”), followed immediately by the redesignation of its authorized and issued Ordinary Shares as Class A ordinary shares, each carrying one (1) vote per share (the “Class A Ordinary Shares”), and Class B ordinary shares, each carrying ten (10) votes per share (the “Class B Ordinary Shares”) (the “Redesignation”). The Company’s Class A Ordinary Shares will begin trading on the NYSE American (“NYSE American”) on a post-split basis on October 26, 2026 under the symbol “CHOW” under a new CUSIP number – G2124J116.
As a result of the Reverse Share Split, every ten (10) issued and outstanding Ordinary Shares will be combined into one (1) Ordinary Share, automatically and without any action by shareholders. The Reverse Share Split will result in a proportional increase in par value from US$0.0001 per share to US$0.001 per share.
Immediately following the Reverse Share Split, pursuant to the Redesignation, (i) 2,445,625 issued Ordinary Shares held by Rainbow Sun Enterprises Limited will be redesignated as 2,445,625 Class B Ordinary Shares, (ii) 1,103,375 issued Ordinary Shares held by the Company’s other shareholders will be redesignated as 1,103,375 Class A Ordinary Shares, (iii) 43,896,625 authorized but unissued Ordinary Shares will be redesignated as 43,896,625 Class A Ordinary Shares and (iv) 2,554,375 authorized but unissued Ordinary Shares will be redesignated as 2,554,375 Class B Ordinary Shares.
Following the Reverse Share Split and the Redesignation, the Company will increase its authorized share capital to US$100,000,000,000, divided into 90,000,000,000,000 Class A Ordinary Shares and 10,000,000,000,000 Class B Ordinary Shares, in each case with a par value of US$0.001 per share.
Immediately following the Reverse Share Split and the Redesignation, the Company expects to have 1,103,375 Class A Ordinary Shares and 2,445,625 Class B Ordinary Shares issued and outstanding, subject to any adjustments resulting from the treatment of fractional share entitlements. The Reverse Share Split is intended to increase the market price per share of the Company’s Class A Ordinary Shares to allow the Company to maintain its listing on NYSE American.
No fractional shares will be issued as a result of the Reverse Share Split. Each beneficial owner of the Company’s ordinary shares who would be entitled to a fractional share as a result of the Reverse Share Split shall have their entitlement rounded up to the nearest whole share.
The Reverse Share Split, the Redesignation and the increase in the Company’s authorized share capital were approved by the Company’s shareholders at the extraordinary general meeting held on September 14, 2026 (the “Extraordinary General Meeting”). At the Extraordinary General Meeting, the Company’s shareholders also approved the adoption of the Company’s second amended and restated memorandum and articles of association to reflect the foregoing corporate actions and certain other amendments. The Reverse Share Split, and the Redesignation will become effective on October 26, 2026.
VStock Transfer, LLC (“VStock”), the Company’s transfer agent, will act as the exchange agent for the Reverse Share Split and the Redesignation. Ordinary Shares held in book-entry form or through a bank, broker or other nominee will be adjusted automatically to give effect to the Reverse Share Split and the Redesignation, and no action is required by those shareholders.
About ChowChow Cloud International Holdings Limited
ChowChow Cloud is a pioneer in providing one-stop cloud solutions that support companies across the IT industry value chain throughout their entire cloud transformation journey from consulting, deployment and migration to cloud environment building and management. ChowChow Cloud was founded in December 2014 by a group of passionate and experienced professionals, who envisioned the potential of cloud technology to transform the way businesses of various sizes operate. Recognizing the growing need for digitization and the benefits that cloud technology could bring to businesses, ChowChow Cloud’s founders set out to create a company that would bridge the gap between cloud services providers and companies who seek to move to the cloud.
Forward-Looking Statements
This release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements give our current expectations, opinion, belief or forecasts of future events and performance. A statement identified by the use of forward-looking words including “will,” “may,” “expects,” “projects,” “anticipates,” “plans,” “believes,” “estimate,” “should,” and certain of the other foregoing statements may be deemed forward-looking statements. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including market and other conditions. More detailed information about the Company and the risk factors that may affect the realization of forward-looking statements is set forth in the Company’s filings with the SEC. Investors and security holders are urged to read these documents free of charge on the SEC’s web site at http://www.sec.gov. The Company undertakes no obligation to update any such forward-looking statements after the date hereof to conform to actual results or changes in expectations, except as required by law.
Contacts:
For Investor Relations:
Investor Relations Team
ChowChow Cloud International Holdings Limited
Email: ir@chochowcloud.com