Etoiles Capital completes Nevada incorporation move
Existing shareholders need take no action, and the common stock is expected to begin trading under EFTY once trading resumes.
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Rhea-AI Filing Summary
Etoiles Capital Group Co., Ltd. (EFTY) announced completion of its change of incorporation from the Cayman Islands to Nevada, following shareholder approval at its October 15, 2026 annual general meeting. Effective October 19, 2026, each issued and outstanding Class A ordinary share will automatically convert into one common share of the continuing Nevada corporation. Existing shareholders need take no action, and the company does not anticipate an effect on day-to-day operations.
Trading in EFTY’s Class A ordinary shares has been suspended since October 6, 2025 and remains suspended. The company expects its common stock to begin trading on Nasdaq under EFTY once trading resumes. The company’s CUSIP number will change to 29771T102.
8-K Event Classification
Key Figures
Key Terms
domestication regulatory
exempted company regulatory
continuing entity technical
CUSIP number technical
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of
earliest event reported):
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
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| (Address of principal executive offices) | (Zip Code) |
Registrant’s
telephone number, including area code: +
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging Growth Company
If an emerging growth
company, 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.
When used in this Form 8-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.
Item 7.01 Regulation FD Disclosure.
On October 16, 2026, Etoiles Capital Group Co., Ltd issued a press release to announce the closing of the change of its jurisdiction of incorporation from the Cayman Islands to the State of Nevada by deregistering as an exempted company in the Cayman Islands and continuing and domesticating as a corporation incorporated under the laws of the State of Nevada. A copy of the press release is furnished as Exhibit 99.1.
The information in this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed to be “filed” for purposes of Section 18, of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section, and shall not be deemed to be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit Number |
Description | |
| 99.1 | Press Release, dated October 16, 2026 |
| 1 |
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 16, 2026 | By: | /s/ Kit Shing, CHEUNG |
| Name: | Kit Shing, CHEUNG | |
| Title: | Director, Chief Executive Officer, and Chairman of the Board of Directors | |
| 2 |
Exhibit 99.1
Etoiles Capital Group Co., Ltd. Completes Domestication from the Cayman Islands to Nevada
Hong Kong, Oct. 16, 2026 (GLOBE NEWSWIRE) -- Etoiles Capital Group Co., Ltd. (“we”, “EFTY” or the “Company”) (Nasdaq: EFTY), a company specializing in integrated investor relations services in Hong Kong, today announced the completion of domestication process to change the jurisdiction of incorporation of the Company from the Cayman Islands to the State of Nevada. The domestication was approved by shareholders of the Company at its annual general meeting held on October 15, 2026. Effective as of October 19, 2026, each Class A ordinary share issued and outstanding will be automatically converted into one share of common stock of the continuing entity following the domestication. Trading in the Company’s Class A Ordinary Shares has remained suspended since October 6, 2025 and continues to be suspended as of the date of this press release. The Company’s Common Stock are expected to commence trading on the Nasdaq under the symbol “EFTY” once trading resumes. No action is required from existing shareholders and the Company’s CUSIP number will be changed to 29771T102. The Company does not anticipate any impact to day-to-day business operations as a result of the domestication.
Further details of the domestication will be disclosed on a Current Report on Form 8-K that will be filed with U.S. Securities and Exchange Commission (the “SEC”) on the Company’s website and at www.sec.gov.
About Etoiles Capital Group Co., Ltd.
We are an a corporation incorporated under the laws of the State of Nevada as a holding company. Our business operations are conducted through our indirect wholly-owned Hong Kong subsidiary, Etoiles Consultancy. We also own Etoiles Financial, a company with no material operations of its own and mainly used to handle administrative expense. We operate as a single-segment business, specializing in integrated investor relations services in Hong Kong. Etoiles Consultancy and Etoiles Financial were founded in 2013 and 2023, respectively. Since 2023, our Hong Kong Operating Subsidiary has focused on providing integrated investor relation services and building up our expertise and track record in the financial industry. Our Hong Kong Operating Subsidiary primarily targets companies that intend to seek a listing or are listed on the stock exchanges in Hong Kong or U.S.. Our clients mainly consist of (i) clients that intend to seek a listing or are listed on a stock exchange; and (ii) companies and professional firms in the financial industry.
For more information, please visit the Company’s website: https://www.etoilesgroup.com/.
Forward-Looking Statements
Certain statements in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company’s current expectations and projections about future events that may affect its financial condition, results of operations, business strategy and financial needs. Investors can find many (but not all) of these statements by the use of words such as “approximates,” “believes,” “hopes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “plans,” “will,” “would,” “should,” “could,” “may” or other similar expressions in this press release. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company’s announcement and other filings with the SEC.
For more information, please contact:
Etoiles Capital Group Co., Ltd.
Email: ir@etoilesfin.com