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: 001-42793
ETOILES
CAPITAL GROUP CO., LTD
(Registrant’s
Name)
Unit
03-04, 25/F, Cosco Tower, 183 Queen’s Road Central,
Sheung
Wan, Hong Kong
(Address
of Principal Executive Offices)
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 ☐
When used in this Form 6-K, unless otherwise indicated,
the terms “the Company,” “EFTY”, “Etoiles Capital”, “we,”
“us” and “our” refer to Etoiles Capital Group Co., Ltd and its subsidiaries.
Submission of Matters to a Vote
of Security Holders.
On October 15, 2026, Etoiles Capital Group Co.,
Ltd held the Company’s Annual General Meeting of Shareholders (the “Annual Meeting”) at Unit 03-04, 25/F, Cosco Tower,
183 Queen’s Road Central, Sheung Wan, Hong Kong, and via live webcast. On September 17, 2026 (the “Record Date”), the
record date for the Meeting, there were 15,110,000 of the Company’s Class A Ordinary Shares and 0 of the Company’s Class B
Ordinary Shares issued and outstanding and entitled to vote at the Meeting. 13,612,525 Class A Ordinary Shares, which represented approximately
90.09% of the votes of the outstanding Class A Ordinary Shares in the Company, of which were represented in person or by proxy. Each holder
of the Company’s Class A Ordinary Shares shall be entitled to one vote in respect of each Class A Ordinary Share held by such holder
on the Record Date. Each holder of the Company’s Class B Ordinary Shares shall be entitled to ten (10) votes in respect of each
Class B Ordinary Share held by such holder on the Record Date. Five items of business were acted upon by the Company’s shareholders
at the Meeting, each of which was approved by the shareholders.
1. Shareholders approved the change of Etoiles
Capital’s jurisdiction of incorporation from the Cayman Islands to the State of Nevada by way of continuation out of the Cayman
Islands and deregistration as an exempted company in the Cayman Islands, and by continuation and domestication as a corporation incorporated
under the laws of the State of Nevada (the “domestication”). The voting results were as follows:
For
(Class A Ordinary Shares) |
|
For
(Class B Ordinary Shares) |
|
Against |
|
Abstain |
| 13,607,224 |
|
0 |
|
5,301 |
|
0 |
2. Shareholders approved the proposed new certificate
of incorporation and an addendum to the proposed new certificate of incorporation of the post-domestication company, Etoiles Capital Nevada,
a copy of which is attached to the proxy statement as Annex B1 and Annex B2, respectively, to become effective at the effective time of
the domestication and to govern Etoiles Capital Nevada following the domestication, in substitution for the Company’s second amended
and restated memorandum and articles of association which currently govern the Company as a Cayman Islands exempted company. The voting
results were as follows:
For
(Class A Ordinary Shares) |
|
For
(Class B Ordinary Shares) |
|
Against |
|
Abstain |
| 13,606,038 |
|
0 |
|
5,275 |
|
1,212 |
3. Shareholders approved the election of the following
persons as Directors of the Company, to serve as directors for three-year terms expiring at the annual general meeting in 2029 and until
their successors are duly elected and qualified, whereby (i) Kit Shing, CHEUNG be elected as a director of the Company; (ii) Wesley CHU
be elected as a director of the Company; (iii) Yeung Tak, CHEN be elected as a director of the Company; and (iv) Nancy YANG be elected
as a director of the Company. The voting results were as follows:
| | |
FOR
(Class A Ordinary Shares) | | |
FOR
(Class B Ordinary Shares) | | |
AGAINST | | |
ABSTAIN | |
| Kit Shing, CHEUNG | |
| 13,604,587 | | |
| 0 | | |
| 1,297 | | |
| 6,641 | |
| Wesley CHU | |
| 13,607,078 | | |
| 0 | | |
| 1,266 | | |
| 4,181 | |
| Yeung Tak, CHEN | |
| 13,607,078 | | |
| 0 | | |
| 1,266 | | |
| 4,181 | |
| Nancy YANG | |
| 13,607,143 | | |
| 0 | | |
| 1,201 | | |
| 4,181 | |
4. Shareholders approved the appointment of SRCO,
C.P.A., Professional Corporation as our independent registered public accounting firm for the fiscal year ending December 31, 2026. The
voting results were as follows:
For
(Class A Ordinary Shares) |
|
For
(Class B Ordinary Shares) |
|
Against |
|
Abstain |
| 13,611,013 |
|
0 |
|
1,500 |
|
12 |
5. Shareholders approved to direct the Chairman
of the Annual Meeting to adjourn the Annual Meeting to a later date or dates, if necessary, to permit further solicitation and vote of
proxies if, based upon the tabulated vote at the time of the meeting, there are not sufficient votes to approve the proposals 1 –
4 above. The voting results were as follows:
For
(Class A Ordinary Shares) |
|
For
(Class B Ordinary Shares) |
|
Against |
|
Abstain |
| 13,603,076 |
|
0 |
|
9,437 |
|
12 |
Regulation FD Disclosure
The Company currently expects to complete
the domestication on or around October 19, 2026.
Cautionary Note Regarding Forward-Looking
Statements
Certain statements contained
in this Current Report on Form 6-K constitute “forward-looking statements” within the meaning of the Private Securities Litigation
Reform Act of 1995. These forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside
of the Company’s control, that could cause actual results to differ materially from the results discussed in the forward-looking
statements.
Forward-looking statements
can be identified by the use of forward-looking terminology including “may,” “believe,” “expect,”
“intend,” “anticipate,” “plan,” “should,” “estimate,” “continue,”
“potential,” “will,” “hope” or other similar words. These statements discuss future expectations or
state other “forward-looking” information, including without limitation statements regarding timing and ability to complete
the domestication. You are cautioned not to place undue reliance on any forward-looking statements, which can be affected by assumptions
used or by risks or uncertainties. Consequently, no forward-looking statements can be guaranteed. These statements reflect management’s
expectations based on currently available information and involve significant risks, uncertainties and assumptions that may cause actual
results to differ materially. Factors that may cause such differences include, but are not limited to, the finalization of the Company’s
quarter-end results, economic conditions and other factors noted in the Company’s Annual Report on Form 10-K or previous Annual
Report on Form 20-F, any Quarterly Reports on Form 10-Q and the other documents that the Company files with the Securities and Exchange
Commission. Etoiles Capital disclaims any duty to update and does not intend to update any forward-looking statements, all of which are
expressly qualified by the statements in this section, to reflect events or circumstances after the date of this press release, except
as may be required by law.
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.
| |
Etoiles Capital Group Co., Ltd |
| |
|
|
| Date: October 15, 2026 |
By: |
/s/ Kit Shing, CHEUNG |
| |
Name: |
Kit Shing, CHEUNG |
| |
Title: |
Director, Chief Executive Officer, and
Chairman of the Board of Directors |
