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Grande Group Limited, a British Virgin Islands company listed on the Nasdaq Capital Market, has elected to rely on the Nasdaq home country rule exemption under Listing Rule 5615(a)(3). As a foreign private issuer, it will follow BVI corporate governance practices instead of certain Nasdaq Marketplace Rule 5600 Series requirements.
The election covers Rule 5635(a) on share issuances for acquisitions, 5635(b) on change-of-control issuances, 5635(c) on equity-based compensation to officers, directors, employees or consultants, and 5635(d) on private issuances of at least 20% of voting power below a defined minimum price. The company states that, apart from these exemptions, its corporate governance practices do not differ significantly from those required of domestic U.S. Nasdaq issuers.
Grande Group Limited entered into an Ordinary Share Purchase Agreement with White Lion Capital, LLC on July 16, 2026. The arrangement permits the company, over a period of up to 36 months from that date, to require White Lion to purchase newly issued Class A ordinary shares for an aggregate gross purchase price of up to 40,000,000, by delivering purchase notices at its discretion.
The purchase price per share will be set according to pricing mechanisms in the agreement, referencing either the average of the four lowest traded prices during a specified rapid valuation period or 97% of the lowest daily volume-weighted average price during a VWAP purchase valuation period. Grande Group also signed a registration rights agreement under which it will file a registration statement on Form F-1 or Form F-3 to register the resale of the investor’s registrable securities within 30 calendar days after filing its Form 20-F for the year ended March 31, 2026.
Grande Group Limited reported a board change. After the earlier resignation of executive director Mr. Ying Wo Sammy Ho for personal reasons, the board appointed Ms. Sha Xia, age 30, as a director effective July 1, 2026 to fill the vacancy.
The company entered into an Employment Agreement with Ms. Xia, under which she will receive an annual salary of HK$180,000 (approximately US$23,077) for her service as director. The filing notes there is no disagreement with the company tied to Mr. Ho’s resignation and no family relationships between Ms. Xia and existing officers or directors.
Grande Group Ltd/HK’s controlling shareholders updated their ownership and control structure in this Schedule 13D/A. Grande Holding Limited continues to hold 15,194,000 Class A Ordinary Shares, representing about 76.33% of the 19,906,250 shares outstanding. On June 17, 2026, Grande Holding issued 10 of its 110 shares to Tianhang Zhao for US$1.10 million, and she became its sole director, giving her shared voting and dispositive power over Grande Group’s 15,194,000 shares.
On the same date, CEO and chair Yujie Chen resigned as a director of Grande Holding, so she no longer has voting or dispositive power over these shares and is no longer deemed a beneficial owner above 5%. A US$9.5 million Promissory Note was also secured by a Share Charge pledging 100 of Grande Holding’s 110 shares (about 90.91%) to LHS Prime Limited, although voting rights remain with the pledgors unless an enforcement event occurs.
Grande Group Limited reported a board change. On April 15, 2026, executive director Mr. Ying Wo Sammy Ho resigned from the Board of Directors, effective the same day. The company states his resignation is for personal reasons and confirms it does not result from any disagreement with the company or the Board.
Grande Group Limited, whose principal executive office is in Hong Kong, is providing detailed financial information related to its previously disclosed acquisition of Proplus Company Limited. The company is furnishing unaudited interim condensed consolidated financial statements for the six months ended September 30, 2025 and 2024, which show its own recent performance.
It is also providing audited financial statements of Proplus for the years ended September 30, 2025 and 2024, along with unaudited pro forma condensed combined financial information. These materials help readers see how Grande Group and Proplus would look on a combined basis following this significant acquisition, in line with Regulation S-X requirements.
Grande Group Limited furnished a report providing unaudited financial results for the six months ended September 30, 2025.
The submission includes unaudited interim condensed consolidated financial statements for the six months ended September 30, 2025 and 2024, together with a press release discussing these results, both attached as exhibits for investors to review the company’s mid‑year performance.
Grande Group Limited reported that it has agreed to acquire 100% of the equity in Proplus Company Limited from United One Global Limited. The purchase price is a cash payment of HK$78,000,000 (approximately US$10,000,000), under a Sale and Purchase Agreement signed on October 1, 2025.
Proplus operates through its wholly owned subsidiaries, Harvest Group Limited and Shenzhen Zhenjing Investment Consulting Co., Ltd., which provide executive training and corporate finance consulting services. The parties expect to complete the acquisition within October 2025, after which Grande Group will own all of Proplus’s equity.
Grande Group Ltd/HK disclosed a Schedule 13D showing that Grande Holding Limited, together with Ms. Yujie Chen and Mr. Tak Kai Raymond Tam, beneficially own 15,194,000 Class A Ordinary Shares, representing approximately 76.33% of the 19,906,250 issued and outstanding Class A shares. The shares are held through a control chain: Grande Holding Limited (Cayman Islands) is 75% owned by Blazing Success Holdings Limited and 25% by Ocean Empire Group Limited; Mr. Tam controls Rosy Beauty Investment Limited which owns Blazing Success; Ms. Chen owns Ocean Empire Group Limited and serves as the Issuer’s Chief Executive Officer and Chair. The Reporting Persons state they are pre-IPO shareholders, used working capital and personal funds, and intend to exercise control and continue active participation in management and strategy. No transactions in the past 60 days were reported and no legal proceedings were disclosed.