[6-K] Everbright Digital Holding Ltd. Current Report (Foreign Issuer)

Rhea-AI Filing Summary

Everbright Digital Holding Limited reported shareholder voting results for three meeting proposals related to a proposed Share Consolidation, adoption of amended constitutional documents to reflect the consolidation, and an adjournment proposal. Voting totals show roughly 18.18 million shares cast in the largest tally with beneficiary votes of 18,000,000. For the listed items, votes in favor represented approximately 99.29%, 99.24%, and 98.88% of shares voted across the three reported tallies, respectively, while the percentage of outstanding shares voted ranged near 68.20%, 68.16%, and 67.91%. The signature block shows the report was submitted by Leung Chun Yip, Chief Executive Officer.

Positive

• High beneficiary support with ~99 of votes cast in favor in reported tallies
• Substantial turnout of about 68 of outstanding shares participated

Negative

• Registrar/registered votes were minimal, indicating concentration of voting power in beneficiary holdings
• No post‑vote implementation details provided for the Share Consolidation or amended articles

Insights

Corporate Governance Analyst

The vote tallies show strong beneficiary support and substantial turnout.

The beneficiary block recorded 18,000,000 votes in each reported table, producing favor percentages near 99 of votes cast; this indicates concentrated beneficial-holder engagement on the recorded items. The company also tabulated small registered and withheld vote counts across the items.

Key dependency is the implementation mechanics of the Share Consolidation and the amended constitutional documents; the shareholder tallies provide a clear mandate from voted shares and should be followed by formal procedural steps to effect the consolidation within the issuer's governance framework.

Capital Markets Specialist

Turnout reached roughly two-thirds of outstanding shares, which is material for corporate action approval.

The reported % of outstanding shares voted sits around 68, indicating a majority of the register participated in the decisions, strengthening the practical enforceability of the resolutions where quorum or supermajority thresholds apply. With beneficiary voting dominating totals, market-impactable corporate record changes (capital structure adjustments) are more likely to proceed smoothly.

Investors may note the small withheld/register votes but the tallies given show decisive outcomes among voted shares; any formal change will depend on completing post‑vote corporate steps that are not detailed here.

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 2025.

Commission File Number: 001-42602

Everbright Digital Holding Limited

Unit 1A, 10/F,

C-Bons International Centre,

108 Wai Yip Street, Kwun Tong,

Hong Kong

(Address of Principal Executive Office)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ☒        Form 40-F ☐

Annual Shareholders Meeting

On September 30, 2025, at 11:00 a.m., Hong Kong Time (September 29, 2025, at 11:00 p.m. Eastern Time), Everbright Digital Holding Limited (the “Company”) held its 2025 extraordinary meeting of shareholders (the “Extraordinary General Meeting”). Holders of zero ordinary shares of the Company were present in person and 18,310,922 ordinary shares of the Company were present by proxy at the annual meeting, representing approximately 68.68% of the total 26,660,000 outstanding ordinary shares and therefore constituting a quorum of at least two shareholders with ordinary shares outstanding and entitled to vote at the annual meeting as of the record date of September 4, 2025. The final voting results for each matter submitted to a vote of shareholders at the meeting are as follows:

	1.	By an ordinary resolution, that: (a)  conditional upon the approval of the board of directors of the Company (the “Board”) in its sole discretion, with effect as of the date within one (1) calendar year after the conclusion of the Meeting as the Board may determine (the “Effective Date”): (i) the authorised, issued, and outstanding shares of the Company (collectively, the “Shares”), to be consolidated by consolidating each 50 Shares of the Company, or such lesser whole share amount as the Board may determine in its sole discretion, such amount not to be less than 5, into 1 Share of the Company, with such consolidated Shares having the same rights and being subject to the same restrictions (save as to par value) as the existing Shares of such class as set out in the Company’s memorandum and articles of association (the “Share Consolidation”); (ii) no fractional Shares be issued in connection with the Share Consolidation and, in the event that a shareholder would otherwise be entitled to receive a fractional Share upon the Share Consolidation, the total number of Shares to be received by such shareholder be rounded up to the next whole Share; and (iii) any change to the Company’s authorized share capital in connection with, and as necessary to effect, the Share Consolidation be and is hereby approved, such amendment to be determined by the Board in its sole discretion; and (b)  any one director or officer of the Company be and is hereby authorised, for and on behalf of the Company, to do all other acts and things as such director or officer of the Company considers necessary or desirable for the purposes of the transactions contemplated by or giving effect to and implementing the Share Consolidation, including instructing the registered office provider or transfer agent of the Company to complete the necessary corporate record(s) and make necessary filing(s) to reflect the Share Consolidation.
	2.	By a special resolution, that, subject to and immediately following the Share Consolidation being effected, to approve the adoption of an amended and restated memorandum and articles of association of the Company, in substitution for and to the exclusion of, the then effective memorandum and articles of association of the Company, to reflect the Share Consolidation.
	3.	By an ordinary resolution, to adjourn the Meeting for any purpose, including to solicit additional proxies if there are insufficient votes at the time of the Meeting to approve the proposals described above (the “Adjournment Proposal”).

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All matters voted on at the Annual Meeting were approved as recommended by the Board of Directors of the Company. The number of votes cast with respect to each proposal, as applicable, is set forth below. The Company’s inspector of election reported the final vote of the stockholders as follows:

PROPOSAL #001 SHARE CONSOLIDATION PROPOSAL

***		FOR				AGAINST				ABS/WHD				BROKER NON-VOTES
BENEFICIAL			106,018				204,904				0
REGISTERED			18,000,000				0				0
TOTAL SHARES VOTED			18,106,018				204,904				0
% OF VOTED			98.88	%			1.11	%
% OF OUTSTANDING			67.91	%			0.76	%
% OF VOTED W/ABS/WHD			98.88	%			1.11	%			0.00	%
% OF OUTSTNDG W/ABS/WHD			67.91	%			0.76	%			0.00	%

PROPOSAL #002 ADOPT AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

***		FOR				AGAINST				ABS/WHD				BROKER NON-VOTES
BENEFICIAL			171,570				139,157				195
REGISTERED			18,000,000				0				0
TOTAL SHARES VOTED			18,171,570				139,157				195
% OF VOTED			99.24	%			0.75	%
% OF OUTSTANDING			68.16	%			0.52	%
% OF VOTED W/ABS/WHD			99.23	%			0.75	%			0.00	%
% OF OUTSTNDG W/ABS/WHD			68.16	%			0.52	%			0.00	%

PROPOSAL #003 ADJOURNMENT OF THE MEETING TO A LATER DATE OR DATES

***		FOR				AGAINST				ABS/WHD				BROKER NON-VOTES
BENEFICIAL			182,365				128,557				0
REGISTERED			18,000,000				0				0
TOTAL SHARES VOTED			18,182,365				128,557				0
% OF VOTED			99.29	%			0.70	%
% OF OUTSTANDING			68.20	%			0.48	%
% OF VOTED W/ABS/WHD			99.29	%			0.70	%			0.00	%
% OF OUTSTNDG W/ABS/WHD			68.20	%			0.48	%			0.00	%

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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: October 6, 2025	Everbright Digital Holding Limited
	By:	/s/ Leung Chun Yip
	Name:	Leung Chun Yip
	Title:	Chief Executive Officer

3

FAQ

What did Everbright Digital (EDHL) shareholders vote on?

Shareholders voted on a proposed Share Consolidation, adoption of amended and restated memorandum and articles of association to reflect the consolidation, and an Adjournment Proposal.

How many shares were cast in the shareholder tallies?

The largest reported total was 18,182,365 shares voted; beneficiary votes were consistently 18,000,000 in the reported tables.

What percentage of votes were in favor?

The reported in‑favor percentages of votes cast were approximately 99.29%, 99.24%, and 98.88% across the listed tallies.

What portion of outstanding shares participated?

The percentages of outstanding shares that voted are shown near 68.20%, 68.16%, and 67.91% in the three reported tables.

Who signed the report?

The report was signed by Leung Chun Yip, who is identified as Chief Executive Officer.