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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
20-FA 20-F/A
(Amendment
No. 1)
(Mark
One)
☐
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the fiscal year ended June 30, 2026
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
☐
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date
of event requiring this shell company report
Commission
file number: 001-42308
Click
Holdings Limited
(Exact
name of Registrant as specified in its charter)
N/A
(Translation
of Registrant’s name into English)
British
Virgin Islands
(Jurisdiction
of incorporation or organization)
Unit
1709-11, 17/F
Tower
2, The Gateway
Harbour
City, Kowloon
Hong
Kong
(Address
of principal executive offices)
000000
Chan
Chun Sing
Chief
Executive Officer
Unit
1709-11, 17/F
Tower
2, The Gateway
Harbour
City, Kowloon
Hong
Kong
Email:
ir@clicksc.com.hk
Telephone:
+852 2691 8200
At
the address of the Company set forth above
(Name,
Telephone, Email and/or Facsimile number and Address of Company Contact Person)
Securities
registered or to be registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol |
|
Name
of each exchange on which registered |
| Class
A Ordinary Share, no par value each |
|
CLIK |
|
The
Nasdaq Stock Market LLC |
| |
|
|
(The
Nasdaq Capital Market) |
Securities
registered or to be registered pursuant to Section 12(g) of the Act:
None
(Title
of Class)
Securities
for which there is a reporting obligation pursuant to Section 15(d) of the Act:
None
(Title
of Class)
Indicate
the number of issued and outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period
covered by the transition report.
7,435,986
Class A Ordinary Shares and 1,127,047 Class B Ordinary Shares, no par value each, as of June 30,2026.
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
☐
Yes ☒ No
If
this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section
13 or 15(d) of the Securities Exchange Act of 1934.
☐
Yes ☒ No
Note
— Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 from their obligations under those Sections. Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
☒
Yes ☐ No
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files).
☒
Yes ☐ No
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth
company. See the definitions of “large accelerated filer,” “accelerated filer,” and “emerging growth company”
in Rule 12b-2 of the Exchange Act.
| Large
accelerated filer ☐ |
Accelerated
filer ☐ |
Non-accelerated
filer ☒ |
Emerging
growth company ☒ |
If
an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided
pursuant to Section 13(a) of the Exchange Act.
| † |
The
term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards
Board to its Accounting Standards Codification after April 5, 2012. |
Indicate
by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report. ☐
If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate
by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive- based compensation
received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate
by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
| U.S. GAAP ☒ |
International
Financial Reporting Standards as issued by the International Accounting Standards Board ☐ |
Other
☐ |
If
“Other” has been checked in response to the previous question, indicate by check mark which financial statement item the
registrant has elected to follow.
Item
17 ☐ Item 18 ☐
If
this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act).
☐
Yes ☒ No
(APPLICABLE
ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)
Indicate
by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
☐
Yes ☐ No
EXPLANATORY
NOTE
This
Amendment No. 1 on Form 20-F/A to the Annual Report on Form 20-F of Click Holdings Limited (the “Company”) for the year ended
June 30, 2026 filed with the U.S. Securities and Exchange Commission on October 22, 2026 (the “Original 20-F”) is being filed
solely for the purpose of filing Exhibit 97.1.
Except
as specifically provided above, this Amendment No. 1 to the Annual Report on Form 20-F does not amend, update or restate any other items
or sections of the Original 20-F and does not reflect events occurring after the filing of the Original 20-F on October 22, 2026. The
filing of this Amendment No. 1 should not be understood to mean that any other statements contained in the Original 20-F are true and
complete as of any date subsequent to the date of the Original 20-F.
ITEM
19. EXHIBITS
| Exhibit |
|
|
| Number |
|
Description
of Document |
| 1.1** |
|
Second Amended and Restated Memorandum and Articles of Association of the Company (incorporated by reference to Exhibit 3.1 to Form 6-K filed with the Securities and Exchange Commission on April 30, 2025) |
| |
|
|
| 2.1** |
|
Specimen Certificate for Class A Ordinary Shares (incorporated by reference to Exhibit 4.1 of the registration statement on Form S-8, filed with the Securities and Exchange Commission on April 29, 2025) |
| |
|
|
| 2.2** |
|
Description of Securities |
| |
|
|
| 4.1** |
|
Form of Representative’s Warrants (incorporated by reference to Exhibit 4.2 of the registration statement on Form F-1/A (file no. 333-280522), as amended, filed with the Securities and Exchange Commission on September 3, 2024) |
| |
|
|
| 8.1** |
|
List of Subsidiaries of the Company (incorporated by reference to Exhibit 21.1 of the registration statement on Form F-1/A (file no. 333-280522), as amended, filed with the Securities and Exchange Commission on September 3, 2024) |
| |
|
|
| 10.1** |
|
2025 Equity Incentive Plan (incorporated by reference to Exhibit 99.3 to Form 6-K filed with the Securities and Exchange Commission on March 21, 2025) |
| |
|
|
| 11.1** |
|
Code of Business Conduct and Ethics (incorporated by reference to Exhibit 99.1 of the registration statement on Form F-1/A (file no. 333-280522), as amended, filed with the Securities and Exchange Commission on September 3, 2024) |
| |
|
|
| 11.2** |
|
Insider Trading Policy (incorporated by reference to Exhibit 99.2 of the registration statement on Form F-1/A (file no. 333-280522), as amended, filed with the Securities and Exchange Commission on September 3, 2024) |
| |
|
|
| 12.1* |
|
Certification by Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| |
|
|
| 12.2* |
|
Certification by Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| |
|
|
| 13.1* |
|
Certification by Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| |
|
|
| 13.2* |
|
Certification by Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| |
|
|
97.1**
|
|
Clawback
Policy (incorporated by reference to Exhibit 99.3 of the registration statement on Form F-1 (file no. 333-280522), as amended, filed
with the Securities and Exchange Commission on June 27, 2024) |
| |
|
|
| 101.INS |
|
Inline
XBRL Instance Document * |
| |
|
|
| 101.SCH |
|
Inline
XBRL Taxonomy Extension Schema Document * |
| |
|
|
| 101.CAL |
|
Inline
XBRL Taxonomy Extension Calculation Linkbase Document * |
| |
|
|
| 101.DEF |
|
Inline
XBRL Taxonomy Extension Definition Linkbase Document * |
| |
|
|
| 101.LAB |
|
Inline
XBRL Taxonomy Extension Label Linkbase Document * |
| |
|
|
| 101.PRE |
|
Inline
XBRL Taxonomy Extension Presentation Linkbase Document * |
| |
|
|
| 104 |
|
Cover
Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
SIGNATURES
The
registrant hereby certifies that it meets all of the requirements for filing its annual report on Form 20-F/A, as amended by Amendment
No.1 thereto, and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.
| |
CLICK
HOLDINGS LIMITED |
| |
|
|
| |
By: |
/s/
Chan Chun Sing |
| |
Name:
|
Chan
Chun Sing |
| |
Title: |
Chief
Executive Officer, Chairman and
Director |
Date:
November 5, 2026