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 August 2025
Commission File Number 001-42277
Global Engine Group Holding Limited
(Translation of registrant’s name into English)
Room C, 19/F, World Tech Centre,
95 How Ming Street, Kwun Tong, Kowloon, Hong
Kong
(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 ☐
Corporate Governance
This current report on Form 6-K is being filed
to clarify the home country rule exemption disclosure in our Form 20-F for the fiscal year ended June 30, 2024, specifically, in reference
to Nasdaq Rules 5635 (as defined below).
As a foreign private issuer, we are permitted,
in lieu of certain requirements of the NASDAQ Stock Market Marketplace Rules (the “Nasdaq Rules”) and subject to certain exceptions,
to follow the practices of our home country, which for the purpose of such rules is the British Virgin Islands, pursuant to the home country
rule exemption set forth under Nasdaq Rules 5615(a)(3).
We elected to be exempt from the requirements
under Nasdaq Rules 5635. Nasdaq Rules 5635 generally provides that shareholder approval is required prior to issuance (or potential issuance)
of securities in relation to (i) the acquisition of the stock or assets of another company; (ii) a change of control, (iii) the establishment
or amendment of certain equity based compensation plans and arrangements; and (iv) transactions other than public offerings whereby there
is a 20% Issuance at a price that is less than the Minimum Price, as defined in Nasdaq Rules 5635(d). Our British Virgin Islands counsel,
Ogier, has provided a letter to Nasdaq certifying that under British Virgin Islands law and our currently effective amended and restated memorandum
and articles of association, we are not prohibited from issuing securities without first obtaining shareholder approval where such issuance
of securities otherwise requires shareholder approval under Nasdaq Rules 5635.
Except for the foregoing, there are no material
differences in our corporate governance practices from those of U.S. domestic companies under the listing standards of The Nasdaq Stock
Market.
2025 Equity Incentive Plan
On August 5, 2025, the board of directors of Global Engine Group
Holding Limited (the “Company”) approved and adopted the Company’s 2025 Equity Incentive Plan (the
“Plan”), which shall become effective on August 8, 2025. A copy of the plan is filed hereto as Exhibit 10.1 and
incorporated herein by reference.
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: August 7, 2025 |
Global Engine Group Holding Limited |
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By: |
/s/ Andrew, LEE Yat Lung |
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Andrew, LEE Yat Lung |
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Chief Executive Officer |
Exhibits Index
| Exhibit No. |
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Description |
| 10.1 |
|
2025 Equity Incentive Plan |
