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 March 2026
Commission File Number: 001-42606
CONCORDE INTERNATIONAL GROUP LTD
(Exact
Name of Registrant as Specified in Its Charter)
3 Ang Mo Kio Street 62, #01-49 LINK@AMK
Singapore 569139
(Address of Principal Executive Office)
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 ☐
Completion of Merger
On March 18, 2026, Concorde International Group Ltd. (the “Company”
or “CIGL”), completed the previously announced transaction with YOOV Group Holding Limited (“YOOV”), pursuant
to an Agreement and Plan of Merger dated February 3, 2026 (the “Merger Agreement”) and a waiver agreement dated March 18,
2026 (the “Waiver Agreement”), by and between CIGL and YOOV. Upon the completion of the transaction, YOOV became a wholly
owned subsidiary of the Company.
In connection with the closing of the Merger (the “Closing”),
the Company has issued 200,000,000 newly issued Class A ordinary shares to shareholders of YOOV. Immediately after the Closing, the total
number of the Company’s outstanding ordinary shares is 226,985,468 ordinary shares, comprising of 206,674,356 Class A ordinary shares
and 20,311,112 Class B ordinary shares.
The foregoing description of the Merger, the Merger Agreement and the
Waiver Agreement is not complete and is subject to and qualified in its entirety by reference to the full text of such documents, a copy
of which are filed as Exhibits 10.1 and 99.1 hereto, respectively, and incorporated herein by reference.
Appointment of New Directors
Effective as of March 18, 2026, Wong Ling Yan Philip was appointed
as director and co-chief executive officer of the Company, and Tan Poh Chen Agnes was appointed as director of the Company by the existing
members of the board of directors (the “Board”) unanimously pursuant to the Second Amended and Restated Memorandum and Articles
of the Company and the Merger Agreement.
Mr. Wong Ling Yan Philip, aged 45, founded YOOV in 2016 and currently
is its chief executive officer and chairman of the board, overseeing the company’s overall corporate strategy, fundraising, and
investor relations. Mr. Wong has more than 20 years of experience in real estate and information technology industries, undertaking core
responsibilities including corporate finance and technology business development. Prior to YOOV, in 2012, he established several education
centers in Hong Kong, which solidified his track record as a serial entrepreneur with a proven exit. Mr. Wong commenced his professional
career in 2007 with Wachovia Bank and Wells Fargo Bank, where he focused on corporate and investment banking for real estate. Mr. Wong
holds a Master of Business Administration from The Chinese University of Hong Kong and is also a registered professional surveyor.
Ms. Tan Poh Chen Agnes, aged 54, has served as an executive wealth
manager at Infinity Financial Advisory Pte Ltd since 2024. Ms. Tan has over 20 years of experience in financial advisory and corporate
risk consultancy. In her current capacity at Infinity Financial Advisory Pte Ltd, Ms. Tan specializes in insurance planning, investment
advisory and corporate risk management. Prior to this appointment, from 2005 onwards, she worked at Manulife Singapore and Financial Alliance
Pte Ltd, where she focused on delivering financial consultation services. Her professional qualifications include the Chartered Financial
Consultant (ChFC, 2020), Associate Financial Consultant (AFC, 2016), Collective Investment Schemes II (M8A, 2013), Life Insurance &
Investment-Linked Policies II (M9A, 2013), Collective Investment Schemes (M8, 2010), and Life Insurance & Investment-Linked Policies
(M9, 2004).
EXHIBIT INDEX
| Exhibit No. |
|
Description |
| 10.1 |
|
Agreement and Plan of Merger dated February 3, 2026, by and between the Company and YOOV Group Holding Limited |
| 99.1 |
|
Waiver Agreement dated March 18, 2026, by and between the Company and YOOV Group Holding Limited |
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.
| Date: March 24, 2026 |
CONCORDE INTERNATIONAL GROUP LTD. |
| |
|
|
| |
By: |
/s/ Swee Kheng Chua |
| |
Name: |
Swee Kheng Chua |
| |
Title: |
Chief Executive Officer and Chairman |
Exhibit 99.1
WAIVER AGREEMENT
This WAIVER AGREEMENT (this “Waiver Agreement”)
is made and entered into as of March 18, 2026, by and between:
| (1) | CONCORDE INTERNATIONAL GROUP LTD, a BVI business company
incorporated under the laws of the British Virgin Islands (“CIGL”); and |
| (2) | YOOV GROUP HOLDING LIMITED, a BVI business company
incorporated under the laws of the British Virgin Islands (the “Target”). |
CIGL and the Target are each referred to herein as a “Party”
and collectively as the “Parties”.
RECITALS:
WHEREAS, the Parties entered into an Agreement and Plan of Merger
dated February 3, 2026 (the “Merger Agreement”), pursuant to which the Target will merge with a wholly-owned subsidiary
of CIGL;
WHEREAS, pursuant to Section 7.1(i) of the Merger Agreement,
the respective obligations of each Party to effect the Merger and the other Transactions contemplated under the Merger Agreement are subject
to the condition precedent that CIGL shall have obtained approval from its shareholders at a duly convened shareholders’ meeting
for the CIGL Shareholder Matters (the “Shareholder Approval Condition”);
WHEREAS, the Parties have mutually determined that it is in
their respective best interests to waive the Shareholder Approval Condition and proceed with the Closing of the Transactions; and
WHEREAS, the Parties have agreed that CIGL shall convene an
extraordinary general meeting of its shareholders promptly after the Closing to approve and/or ratify the Merger Agreement, the Transactions
and the adoption of the CIGL A&R MAA.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements set forth herein and in the Merger Agreement, and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Parties hereby agree as follows:
1. DEFINITIONS
AND INTERPRETATION
1.1 Capitalized
terms used in this Waiver Agreement but not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement.
1.2 References
to Sections are to sections of this Waiver Agreement unless otherwise specified.
2. WAIVER
OF CONDITION PRECEDENT
2.1 The
Parties hereby mutually and unconditionally waive the Shareholder Approval Condition set forth in Section 7.1(i) of the Merger Agreement.
2.2 The
Parties agree to proceed with the Closing of the Transactions in accordance with the terms of the Merger Agreement notwithstanding that
the Shareholder Approval Condition has not been satisfied as of the date hereof.
2.3 This
waiver is irrevocable and shall be effective upon execution of this Waiver Agreement by both Parties.
3. POST-CLOSING
OBLIGATIONS
3.1 Notwithstanding
the waiver of the Shareholder Approval Condition set forth in Section 2, CIGL covenants and agrees to call for an extraordinary general
meeting of its shareholders (the “EGM”) within sixty (60) days after the Closing Date, or such other period as CIGL
may determine.
3.2 The
EGM shall be convened for the purpose of seeking shareholder approval and/or ratification of the following matters:
(a) the
Merger Agreement and the Transactions contemplated thereunder (including the Merger);
(b) the
adoption of the CIGL A&R MAA (and the CIGL Existing Share Reclassification contemplated thereby); and
(c) any
other matters related to or in connection with the Transactions as may be required or advisable under applicable law or the organizational
documents of CIGL.
3.3 CIGL
shall use its commercially reasonable efforts to obtain the approval and/or ratification of the matters set forth in Section 3.2 at the
EGM and shall keep the Target reasonably informed of the progress and outcome of such EGM.
4. EFFECT
ON AGREEMENT
4.1 Except
as expressly waived herein, all other terms, conditions, representations, warranties, covenants and agreements set forth in the Merger
Agreement remain in full force and effect and are hereby ratified and confirmed by the Parties.
4.2 This
Waiver Agreement shall form part of and be read together with the Merger Agreement. In the event of any conflict or inconsistency between
the terms of this Waiver Agreement and the Merger Agreement, the terms of this Waiver Agreement shall prevail to the extent of such conflict
or inconsistency.
5. MISCELLANEOUS
5.1 Governing
Law. This Waiver Agreement shall be governed by and construed in accordance with the governing law provisions set forth in Section
10.7 of the Merger Agreement.
5.2 Notices.
All notices and communications relating to this Waiver Agreement shall be given in accordance with Section 10.1 (Notices) of the Merger
Agreement.
5.3 Counterparts.
This Waiver Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together
shall constitute one and the same instrument. Delivery of an executed counterpart of this Waiver Agreement by electronic transmission
(including by email in PDF format) shall be as effective as delivery of a manually executed original counterpart.
5.4 Binding
Effect. This Waiver Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted
assigns in accordance with Section 10.11 (Assignment) of the Merger Agreement.
5.5 Entire
Agreement. This Waiver Agreement, together with the Merger Agreement and the other Transaction Documents, constitutes the entire agreement
between the Parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions,
whether oral or written, between the Parties relating to such subject matter.
[Signature page follows]
IN WITNESS WHEREOF, the Parties have executed this Waiver Agreement
as of the date first written above.
CONCORDE INTERNATIONAL GROUP LTD
| By: |
/s/ Chua Swee Kheng |
|
| Name: |
Chua Swee Kheng |
|
| Title: |
Chief Executive Officer |
|
YOOV GROUP HOLDING LIMITED
| By: |
/s/ Wong Ling Yan Philip |
|
| Name: |
Wong Ling Yan Philip |
|
| Title: |
CEO |
|
SIGNATURE PAGE TO WAIVER AGREEMENT
