Grande Group (NASDAQ: GRAN) to follow BVI rules over key Nasdaq approvals

Rhea-AI Filing Summary

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.

Positive

• None.

Negative

• Reliance on the home country exemption from Nasdaq Rules 5635(a)–(d) means certain major share issuances, equity compensation plans, acquisitions, and potential change-of-control transactions may proceed without the shareholder approval Nasdaq would otherwise require, shifting protection to BVI corporate law instead.

Key Figures

Threshold for private issuances: 20% of the voting power outstanding

1 metrics

Threshold for private issuances 20% of the voting power outstanding Trigger level in Nasdaq Marketplace Rule 5635(d) for non-public issuances below a minimum price

Key Terms

home country rule exemption, Foreign Private Issuer, Nasdaq Marketplace Rule 5635, equity-based compensation

4 terms

home country rule exemption regulatory

"elected to rely on the home country rule exemption under Nasdaq Listing Rule 5615(a)(3)"

Foreign Private Issuer regulatory

"provides ... that a Foreign Private Issuer may follow its home country practice"

A foreign private issuer is a company organized outside the United States that meets tests showing it is primarily foreign-controlled and therefore qualifies for a different set of U.S. reporting rules. For investors, that means the company files less frequent or differently formatted disclosures with U.S. regulators and may follow home-country accounting and governance practices, so buying its stock is like dining at a well-reviewed restaurant that follows its home kitchen’s rules instead of the local menu — you get access but should check what standards apply.

Nasdaq Marketplace Rule 5635 regulatory

"Nasdaq Marketplace Rule 5635(a) which sets forth the circumstances under which shareholder approval"

equity-based compensation financial

"issuance of securities of the Company in connection with equity-based compensation of officers, directors"

Equity-based compensation is pay given to employees or contractors in the form of company ownership—such as stock, stock options, or restricted shares—instead of or in addition to cash. It matters to investors because it aligns workers’ interests with shareholders (like giving employees a slice of the company pie), but can also dilute existing owners and appears as a real cost on financial statements, affecting earnings and share value.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Form 6-K: How Foreign Companies Report to the SEC →

Available on EDGAR 07/20/2026 - 04:33 PM Accepted by SEC EDGAR 07/20/2026 - 04:33 PM Learn about SEC filing dates

FAQ

What governance change did Grande Group Limited (GRAN) disclose in this Form 6-K?

Grande Group Limited elected to rely on Nasdaq’s home country rule exemption under Listing Rule 5615(a)(3). This allows the company, as a BVI foreign private issuer, to follow its home country governance practices instead of certain Nasdaq Marketplace Rule 5600 Series shareholder-approval requirements.

Which specific Nasdaq shareholder-approval rules is GRAN exempting itself from?

Grande Group Limited chose to follow BVI practice instead of Nasdaq Rules 5635(a), 5635(b), 5635(c) and 5635(d). These rules cover shareholder approval for acquisition-related issuances, change-of-control issuances, equity-based compensation plans, and certain private issuances of large share blocks below a minimum price.

How does GRAN’s home country exemption affect approvals for major share issuances?

Under the exemption, major issuances addressed in Nasdaq Rule 5635, including acquisitions, potential changes of control, and some private placements, no longer require shareholder approval under Nasdaq standards. Instead, such transactions are governed by the company’s BVI corporate governance framework.

What does Nasdaq Rule 5635(d) cover for Grande Group Limited (GRAN)?

Nasdaq Rule 5635(d) concerns shareholder approval before issuing, other than in a public offering, 20% or more of the outstanding voting power at a price below a defined minimum. Grande Group Limited elected to follow BVI practice instead of this Nasdaq requirement for such private issuances.

Apart from these exemptions, does GRAN’s governance differ from U.S. Nasdaq companies?

The company states that, except for its reliance on the home country exemption from Nasdaq Rules 5635(a)–(d), there is no significant difference between its corporate governance practices and those required of domestic U.S. companies listed on Nasdaq.

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 July 2026

Commission File Number: 001-42723

Grande Group Limited

(Registrant’s Name)

Suite 2701, 27/F., Tower 1,

Admiralty Center, 18 Harcourt Road,

Admiralty, 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 ☐

When used in this Form 6-K, unless otherwise indicated, the terms “the Company,” “we,” “us” and “our” refer to Grande Group Limited, and its subsidiaries.

Information Contained in this Form 6-K Report

APPLICATION OF HOME COUNTRY PRACTICE RULES

This current report on Form 6-K is being filed to disclose the Company has now elected to rely on the home country rule exemption under Nasdaq Listing Rule 5615(a)(3) with respect to the following matters.

As a company incorporated in the British Virgin 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:

	(i)	Nasdaq Marketplace Rule 5635(a) which sets forth the circumstances under which shareholder approval is required prior to an issuance of securities of the Company in connection with the acquisition of the stock or assets of another company;
	(ii)	Nasdaq Marketplace Rule 5635(b) which sets forth the circumstances under which shareholder approval is required prior to an issuance of securities of the Company that will result in a change of control of the company;
	(iii)	Nasdaq Marketplace Rule 5635(c) which sets forth the circumstances under which shareholder approval is required prior to an issuance of securities of the Company in connection with equity-based compensation of officers, directors, employees or consultants; and
	(iv)	Nasdaq Marketplace Rule 5635(d) which sets forth the circumstances under which shareholder approval is required 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 that is less than the minimum price defined therein.

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.

	Grande Group Limited
Date: July 20, 2026	By:	/s/ Yujie, CHEN
	Name:	Yujie, CHEN
	Title:	Chief Executive Officer and Chair of the Board

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