Eastern International (ELOG) to follow Cayman rules over some Nasdaq standards

Rhea-AI Filing Summary

Eastern International Ltd. (ELOG) has notified investors that, as a Cayman Islands company listed on Nasdaq, it is using the Nasdaq “home country rule” exemption and will follow Cayman corporate governance practices instead of certain U.S. standards. The company will not be bound by Nasdaq rules that require an annual shareholder meeting within one year of fiscal year-end and that mandate shareholder approval for issuing securities in acquisitions, equity compensation plans, or private issuances of 20% or more of voting power at certain discounted prices. Cayman counsel Ogier has confirmed that Cayman law does not require these practices, and the company states that aside from these exemptions, its governance is not significantly different from that of domestic U.S. companies.

Insights

Corporate governance analyst

ELOG will use Cayman law to bypass several Nasdaq shareholder-approval rules.

Eastern International Ltd. is relying on Nasdaq’s home country rule to follow Cayman Islands practices instead of specific Nasdaq corporate governance standards. This affects requirements for holding an annual shareholder meeting and for obtaining shareholder approval before issuing securities for acquisitions, equity compensation plans, or certain large, discounted private placements.

Ogier, the company’s Cayman Islands counsel, has certified that Cayman law does not require these U.S.-style protections, which allows the company to operate without those Nasdaq shareholder-approval thresholds. This can change how and when investors have a formal vote on major share issuances or governance items, even though the company notes that otherwise its practices are not significantly different from domestic U.S. issuers.

Future decisions involving acquisitions funded with shares, new or amended equity compensation arrangements, or issuances of 20% or more of voting power outside a public offering may proceed without the shareholder approvals that Nasdaq normally requires, within the bounds of Cayman law and the company’s own governing documents.

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 OF THE

SECURITIES EXCHANGE ACT OF 1934

For the month of November 2025

Commission File Number 001-42817

eastern international Ltd.

(Translation of registrant’s name into English)

Suite 901-903, 9th Floor, Building #2, Qianwan Zhigu

Chuanhua Smart CenterScience and Technology City Block

Xiaoshan Economic and Technological Development Zone

Xiaoshan District, Hangzhou, Zhejiang Province, China 311231

(Address of principal executive offices)

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 ☐

INFORMATION CONTAINED IN THIS FORM 6-K REPORT

This current report on Form 6-K is being filed to disclose the home country rule exemption of Eastern International Ltd. (“we”, “our”, “us” or the “Company”) that it intends to disclose in its annual report on Form 20-F for the fiscal year ended March 31, 2026.

As a company incorporated in the Cayman Islands that is listed on Nasdaq Capital Market (“Nasdaq”), the Company is subject to Nasdaq corporate governance listing standards. Under Nasdaq rules, a foreign private issuer may, in general, follow its home country corporate governance practices in lieu of some of the Nasdaq corporate governance requirements. Pursuant to the home country rule exemption set forth under Nasdaq Listing Rule 5615(a)(3)(A), which provides (with certain exceptions not relevant to the conclusions expressed herein) that a Foreign Private Issuer may follow its home country practice in lieu of the requirements of the Nasdaq Marketplace Rule 5600 Series, we elected to be exempt from the requirements as follows:

	(a)	Nasdaq Marketplace Rule 5620(a) requires that each company listing common stock or voting preferred stock, and their equivalents, shall hold an annual meeting of shareholders no later than one year after the end of the company’s fiscal year-end; and
	(b)	Nasdaq Marketplace Rule 5635(a) requires shareholder approval for the issuance of securities in connection with the acquisition of the stock or assets of another company; and
	(c)	Nasdaq Marketplace Rule 5635(c) requires shareholder approval prior to the issuance of securities when a stock option or purchase plan is to be established or materially amended or other equity compensation arrangement made or materially amended, pursuant to which stock may be acquired by officers, directors, employees; and
	(d)	Nasdaq Marketplace Rule 5635(d) requires shareholder approval prior to an issuance of securities, other than in a public offering, equal to 20% or more of the voting power outstanding at a price less than the lower of: (a) the Nasdaq Official Closing Price (as reflected on Nasdaq.com) immediately preceding the signing of the binding agreement; or (b) the average Nasdaq Official Closing Price of the common stock (as reflected on Nasdaq.com) for the five trading days immediately preceding the signing of the binding agreement.

Ogier, our Cayman Islands counsel, has provided a letter to the Nasdaq Stock Market certifying that under Cayman Islands law, we are not required to comply with above-mentioned requirements.

Except for the foregoing, there is no significant difference between our corporate governance practices and what the Nasdaq requires of domestic U.S. companies.

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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: November 21, 2025

	Eastern international LTD.
	By:	/s/ Albert Wong
	Name:	Albert Wong
	Title:	Chief Executive Officer

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FAQ

What did Eastern International Ltd. (ELOG) announce in this Form 6-K?

Eastern International Ltd. disclosed that, as a Cayman Islands foreign private issuer listed on Nasdaq, it is using the home country rule exemption to follow Cayman corporate governance practices instead of certain Nasdaq requirements, and it plans to describe this approach in its Form 20-F for the fiscal year ended March 31, 2026.

Which Nasdaq rules will ELOG not follow due to the home country exemption?

ELOG is exempting itself from Nasdaq rules that require: holding an annual shareholder meeting within one year of fiscal year-end, shareholder approval for issuing securities in acquisitions, shareholder approval for establishing or materially amending stock option, purchase, or other equity compensation plans, and shareholder approval for non-public issuances of securities equal to 20% or more of voting power at certain discounted prices.

Why can Eastern International Ltd. use Cayman law instead of these Nasdaq rules?

Under Nasdaq Listing Rule 5615(a)(3)(A), foreign private issuers may follow home country corporate governance practices instead of many Nasdaq 5600 Series rules. ELOG’s Cayman counsel, Ogier, provided a letter to Nasdaq certifying that Cayman Islands law does not require the specific Nasdaq shareholder-approval and annual meeting provisions from which the company is exempting itself.

Does Eastern International Ltd. still follow other Nasdaq corporate governance standards?

The company states that apart from the specific exemptions related to annual shareholder meetings and certain shareholder-approval requirements for share issuances and equity plans, there is no significant difference between its corporate governance practices and what Nasdaq requires of domestic U.S. companies.

How might these Nasdaq exemptions affect ELOG shareholders?

Because of these exemptions, some actions that would normally require shareholder approval under Nasdaq rules—such as share-funded acquisitions, major private share issuances, or new and amended equity compensation plans—may proceed under Cayman law and the company’s own governing documents without the same formal shareholder vote thresholds applied to domestic U.S. issuers.

Where will Eastern International Ltd. provide more detail on its governance practices?

The company indicates that it intends to disclose its use of the home country rule exemption and related governance details in its annual report on Form 20-F for the fiscal year ended March 31, 2026.