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ChowChow Cloud completes $500K private placement

The company received the balance of the purchase price on October 26 and issued the restricted shares on October 29.

(High)

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Form Type
6-K

Rhea-AI Filing Summary

ChowChow Cloud International Holdings Limited completed a private placement, issuing 86,207 restricted Class A Ordinary Shares to an investor for an aggregate purchase price of US$500,000. The company received the balance of the purchase price on October 26, 2026, completing payment.

The June 16, 2026 agreement originally provided for 862,069 ordinary shares at $0.58 per share. Following the 1-for-10 reverse share split and redesignation, approved by shareholders on September 14, 2026 and effective October 23, 2026, the terms were adjusted to 86,207 Class A Ordinary Shares at US$5.80 per share. The company issued the shares on October 29, 2026.

Insights

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Class A Ordinary Shares issued 86,207 shares Issued on October 29, 2026
Aggregate purchase price US$500,000 Full payment completed October 26, 2026
Adjusted price per share US$5.80 per share After the reverse share split and redesignation
Reverse share split 1-for-10 Effective October 23, 2026
Original ordinary shares in agreement 862,069 shares Terms agreed June 16, 2026, before adjustment
private placement financial
"closing of its previously announced private placement"
A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.
Securities Purchase Agreement financial
"entered into a securities purchase agreement"
A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.
restricted Class A Ordinary Shares financial
"issued 86,207 restricted Class A Ordinary Shares"
reverse share split technical
"1-for-10 reverse share split and redesignation"
A reverse share split is when a company reduces the number of its shares outstanding by combining multiple shares into one, effectively increasing the price of each share. For investors, this can help improve the company's image or meet stock exchange listing requirements, but it does not change the total value of their investment. It’s similar to turning many small pieces of a puzzle into fewer larger pieces—nothing new is added or lost, just rearranged.
redesignation technical
"reverse share split and redesignation"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many CHOW shares did ChowChow Cloud issue in the private placement?

ChowChow Cloud issued 86,207 restricted Class A Ordinary Shares to the investor on October 29, 2026, for an aggregate purchase price of US$500,000.

What were the adjusted CHOW private placement terms after the reverse split?

After the 1-for-10 reverse share split and redesignation, the agreement provided for 86,207 Class A Ordinary Shares at US$5.80 per share. The company received the balance of the US$500,000 purchase price on October 26, 2026.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR Accepted by SEC EDGAR Learn about SEC filing dates

 

 

 

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 ☐

 

 

 

 
 

 

On October 30, 2026, ChowChow Cloud International Holdings Limited (the “Company”) issued a press release announcing the closing of the transaction contemplated by the previously disclosed securities purchase agreement entered into by the Company and an investor on June 16, 2026 (the “Securities Purchase Agreement”). As previously disclosed, the Securities Purchase Agreement provided for the sale of 862,069 ordinary shares at $0.58 per share, for an aggregate purchase price of $500,000. Following the Company’s 1-for-10 reverse share split and redesignation, approved by shareholders on September 14, 2026 and effective October 23, 2026, these amounts were adjusted to 86,207 Class A Ordinary Shares at US$5.80 per share.

 

On October 29, 2026, the transaction closed and the Company issued 86,207 restricted Class A Ordinary Shares to the investor.

 

A copy of the press release is furnished as Exhibit 99.1 to this Form 6-K and is incorporated herein by reference.

 

EXHIBIT INDEX

 

Exhibit No.   Description
99.1   Press Release dated October 30, 2026.

 

2
 

 

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 30, 2026 By: /s/ Yee Kar Wing
  Name:  Yee Kar Wing
  Title: Chairman of the Board and Chief Executive Officer

 

3

 

 

Exhibit 99.1

 

ChowChow Cloud International Holdings Limited Announces Closing of Previously Announced Private Placement

 

Singapore, October 30, 2026 /Globe Newswire/ — ChowChow Cloud International Holdings Limited (“ChowChow”, the “Company”) (NYSE American: CHOW) today announced the closing of its previously announced private placement.

 

As previously disclosed, on June 16, 2026, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with an investor for the sale of 862,069 ordinary shares at $0.58 per share, for an aggregate purchase price of US$500,000.

 

Following the Company’s 1-for-10 reverse share split and redesignation, approved by shareholders on September 14, 2026 and effective October 23, 2026, these amounts were adjusted to 86,207 Class A Ordinary Shares at US$5.80 per share.

 

On October 26, 2026, the Company received the balance of the purchase price, completing payment of the full US$500,000.

 

On October 29, 2026, the transaction closed and the Company issued 86,207 restricted Class A Ordinary Shares to the investor.

 

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.

 

For more information, please contact:

 

Investor Relations Team

ChowChow Cloud International Holdings Limited

Email: ir@chochowcloud.com

 

 

 

Filing Exhibits & Attachments

1 document

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