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 27, 2026, ChowChow Cloud International Holdings Limited (the “Company”) issued a press release announcing an update
regarding 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 provides for the issuance and sale of 862,069 ordinary shares of the Company
at a purchase price of $0.58 per share, for an aggregate purchase price of $500,000.
As a result of the Company’s previously disclosed 1-for-10 reverse share split and redesignation, each approved by the Company’s
shareholders at the extraordinary general meeting held on September 14, 2026 and effective October 23, 2026, the number of shares issuable
under the Securities Purchase Agreement was adjusted to 86,207 Class A Ordinary Shares and the purchase price was correspondingly adjusted to US$5.80 per share.
On October 26, 2026, the Company received the outstanding balance of the purchase price payable under the Securities Purchase Agreement.
Accordingly, the Company has now received the full aggregate purchase price of $500,000. The Company expects the transaction to close
during the week ending October 30, 2026, subject to the satisfaction or waiver of the remaining customary closing conditions.
As of October 27, 2026, the transaction has not yet closed, and no Class A Ordinary Shares have been issued pursuant to the Securities
Purchase Agreement. The Company expects to issue 86,207 Class A Ordinary Shares to the investor upon the closing of the transaction.
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 27, 2026. |
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 27, 2026 |
By: |
/s/
Yee Kar Wing |
| |
Name: |
Yee
Kar Wing |
| |
Title: |
Chairman
of the Board and Chief Executive Officer |
Exhibit 99.1
ChowChow Cloud
International Holdings Limited Provides Further Update Regarding
Previously Announced Private Placement
Singapore, October 27, 2026 /PRNewswire/ —
ChowChow Cloud International Holdings Limited (“ChowChow”, the “Company”) (NYSE American: CHOW) today provided
a further update regarding 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 issuance and
sale of 862,069 ordinary shares at $0.58 per share, for an aggregate purchase price of US$500,000.
As
a result of the Company’s previously disclosed 1-for-10 reverse share split and redesignation, each approved by the Company’s
shareholders at the extraordinary general meeting held on September 14, 2026 and effective October 23, 2026, the number of shares issuable
under the Securities Purchase Agreement was adjusted to 86,207 Class A Ordinary Shares and the purchase price was correspondingly adjusted to US$5.80 per share.
On
October 26, 2026, the Company received the outstanding balance of the purchase price payable under the Securities Purchase Agreement.
Accordingly, the Company has now received the full aggregate purchase price of $500,000. The Company expects the transaction to close
during the week ending October 30, 2026, subject to the satisfaction or waiver of the remaining customary closing conditions.
As
of October 27, 2026, the transaction has not yet closed, and no Class A Ordinary Shares have been issued pursuant to the Securities Purchase
Agreement. The Company expects to issue 86,207 Class A Ordinary Shares to the investor upon the closing of the transaction.
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
