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 October 2026
Commission File Number 001-42723
Grande Group Limited
(Exact name of registrant as specified in its charter)
Suite 2701, 27/F., Tower 1, Admiralty Center,
18 Harcourt Road,
Admiralty, Hong Kong
(Address of Principal Executive Office)
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 ☐
POLL RESULTS OF THE EXTRAORDINARY GENERAL MEETING
AND CLASS MEETINGS HELD ON OCTOBER 21, 2026
Reference is made to the notices of the extraordinary
general meeting (the “EGM”), the meeting of holders of Class A ordinary shares (the “Class A Meeting”) and the
meeting of holders of Class B ordinary shares (the “Class B Meeting”, together with the Class A Meeting, the “Class
Meetings”), each dated September 23, 2026 (collectively, the “Notices”), of Grande Group Limited (the “Company”).
Unless the context otherwise requires, capitalized terms used in this report have the meanings given to them in the Notices.
POLL RESULTS OF THE EGM AND THE CLASS MEETINGS
Poll results of the EGM
The EGM was held as a virtual-only meeting via
live webcast online on October 21, 2026 at 10:00 p.m. Hong Kong Time (October 21, 2026 at 10:00 a.m. U.S. Eastern Time).
As of the close of business on September 23, 2026
(the “Record Date”), the Company had 24,985,090 Shares issued and outstanding, comprising 19,985,090 Class A Ordinary Shares
and 5,000,000 Class B Ordinary Shares, all entitled to attend and vote at the EGM. Each Class A Ordinary Share carried one (1) vote and
each Class B Ordinary Share carried twenty (20) votes at the EGM, representing an aggregate of 119,985,090 votes. Holders of 17,753,272
Class A Ordinary Shares and 5,000,000 Class B Ordinary Shares were present virtually or represented by proxy at the EGM, representing
approximately 98.14% of the total voting power entitled to vote at the EGM.
Accordingly, holders representing not less than
fifty per cent (50%) of the total voting power entitled to vote at the EGM, with both classes voting together as a single class, were
present virtually or represented by proxy, and a quorum was present.
At the EGM, each of Resolutions 1, 2 and 3 was
passed. The voting results are set out below. Figures in the EGM tables represent votes, with each Class A Ordinary Share carrying one
vote and each Class B Ordinary Share carrying twenty votes. Under the Notices, each resolution required affirmative votes representing
more than 50% of all votes cast for or against that resolution; abstentions and broker non-votes were excluded from that denominator.
No abstentions or broker non-votes were recorded on any resolution.
1. RESOLVED THAT:
The rights of the Class B Shares be varied such
that (i) the voting power of the Class B Shares be changed from twenty (20) votes for each Class B Share to one hundred (100) votes for
each Class B Share and (ii) each Class B Share confers no right upon the holder thereof to share in any distribution by way of dividend
paid by the Company or in the distribution of the surplus assets of the Company on its liquidation (the “Variation of Rights of
Class B Shares”);
| For |
|
Against |
|
Abstain |
| 117,750,426 |
|
2,846 |
|
0 |
2. RESOLVED THAT:
The fourth amended and restated memorandum and
articles of association (the “New M&A”) in the form produced to the meeting be adopted in its entirety and in substitution
for and to the exclusion of the existing third amended and restated memorandum and articles of association of the Company with effect
from the date that the New M&A are successfully filed and registered with the Registrar of Corporate Affairs in the British Virgin
Islands; and
| For |
|
Against |
|
Abstain |
| 117,750,426 |
|
2,846 |
|
0 |
3. RESOLVED THAT:
Immediately following completion of the matters
referred to in Proposals 1 and 2 above, 7,000,000 Class B Shares be allotted and issued to Grande Holding Limited for an aggregate consideration
of US$70.
| For |
|
Against |
|
Abstain |
| 117,750,426 |
|
2,846 |
|
0 |
Approval of each of the foregoing proposals was
conditional upon the corresponding resolution being passed by (i) the holders of Class A Shares at the Class A Meeting, (ii) the holders
of Class B Shares at the Class B Meeting and (iii) the shareholders voting together as a single class at the EGM.
Poll results of the Class A Meeting
The Class A Meeting was held as a virtual-only
meeting via live webcast online on October 21, 2026 at 10:30 p.m. Hong Kong Time (October 21, 2026 at 10:30 a.m. U.S. Eastern Time) (or
shortly after the conclusion or adjournment of the 2026 Extraordinary General Meeting, which be convened on the same day via webcast online).).
As of the Record Date, 19,985,090 Class A Ordinary
Shares were issued and outstanding and entitled to vote on the resolutions proposed at the Class A Meeting. Holders of 17,752,827 Class
A Ordinary Shares, representing approximately 88.83% of those issued shares, were present virtually or represented by proxy at the Class
A Meeting.
Accordingly, holders representing not less than
fifty per cent (50%) of the votes attached to the issued Class A Ordinary Shares entitled to vote at the Class A Meeting were present
virtually or represented by proxy, and a quorum was present.
At the Class A Meeting, each of Resolutions 1,
2 and 3 was passed. The voting results are set out below in numbers of Class A Ordinary Shares, each carrying one vote at the Class A
Meeting. Under the Notices, each resolution required approval by holders of more than 50% of the issued Class A Ordinary Shares, being
at least 9,992,546 shares. Shares not voted, including abstentions and broker non-votes, therefore had the same effect as votes against.
No abstentions or broker non-votes were recorded on any resolution.
1. RESOLVED THAT:
The rights of the Class B Shares be varied such
that (i) the voting power of the Class B Shares be changed from twenty (20) votes for each Class B Share to one hundred (100) votes for
each Class B Share and (ii) each Class B Share confers no right upon the holder thereof to share in any distribution by way of dividend
paid by the Company or in the distribution of the surplus assets of the Company on its liquidation (the “Variation of Rights of
Class B Shares”);
| For |
|
Against |
|
Abstain |
| 17,750,022 |
|
2,805 |
|
0 |
2. RESOLVED THAT:
The fourth amended and restated memorandum and
articles of association (the “New M&A”) in the form produced to the meeting be adopted in its entirety and in substitution
for and to the exclusion of the existing third amended and restated memorandum and articles of association of the Company with effect
from the date that the New M&A are successfully filed and registered with the Registrar of Corporate Affairs in the British Virgin
Islands; and
| For |
|
Against |
|
Abstain |
| 17,750,022 |
|
2,805 |
|
0 |
3. RESOLVED THAT:
Immediately following completion of the matters
referred to in Proposals 1 and 2 above, 7,000,000 Class B Shares be allotted and issued to Grande Holding Limited for an aggregate consideration
of US$70.
| For |
|
Against |
|
Abstain |
| 17,750,022 |
|
2,805 |
|
0 |
Approval of each of the foregoing proposals was
conditional upon the corresponding resolution being passed by (i) the holders of Class A Shares at the Class A Meeting, (ii) the holders
of Class B Shares at the Class B Meeting and (iii) the shareholders voting together as a single class at the EGM.
Poll results of the Class B Meeting
The Class B Meeting was held as a virtual-only
meeting via live webcast online on October 21, 2026 at 11:00 p.m. Hong Kong Time (October 21, 2026 at 11:00 a.m. U.S. Eastern Time) (or
shortly after the conclusion or adjournment of the 2026 Extraordinary General Meeting and Class A Meeting, which be convened on the same
day via live webcast online).
As of the Record Date, 5,000,000 Class B Ordinary
Shares were issued and outstanding, carrying twenty (20) votes each, and entitled to vote on the resolutions proposed at the Class B Meeting.
Holders of 5,000,000 Class B Ordinary Shares, representing 100% of those issued shares and carrying an aggregate of 100,000,000 votes,
were present virtually or represented by proxy at the Class B Meeting.
Accordingly, holders representing not less than
fifty per cent (50%) of the votes attached to the issued Class B Ordinary Shares entitled to vote at the Class B Meeting were present
virtually or represented by proxy, and a quorum was present.
At the Class B Meeting, each of Resolutions 1,
2 and 3 was passed. The voting results are set out below in votes, with each Class B Ordinary Share carrying twenty (20) votes at the
Class B Meeting. Under the Notices, each resolution required approval by holders of more than 50% of the issued Class B Ordinary Shares,
being at least 2,500,001 shares. Shares not voted, including abstentions and broker non-votes, therefore had the same effect as votes
against. All 5,000,000 issued Class B Ordinary Shares, carrying 100,000,000 votes, were voted in favor of each resolution, and no votes
were cast against and no abstentions or broker non-votes were recorded on any resolution.
1. RESOLVED THAT:
The rights of the Class B Shares be varied such
that (i) the voting power of the Class B Shares be changed from twenty (20) votes for each Class B Share to one hundred (100) votes for
each Class B Share and (ii) each Class B Share confers no right upon the holder thereof to share in any distribution by way of dividend
paid by the Company or in the distribution of the surplus assets of the Company on its liquidation (the “Variation of Rights of
Class B Shares”);
| For |
|
Against |
|
Abstain |
100,000,000 |
|
0 |
|
0 |
2. RESOLVED THAT:
The fourth amended and restated memorandum and
articles of association (the “New M&A”) in the form produced to the meeting be adopted in its entirety and in substitution
for and to the exclusion of the existing third amended and restated memorandum and articles of association of the Company with effect
from the date that the New M&A are successfully filed and registered with the Registrar of Corporate Affairs in the British Virgin
Islands; and
| For |
|
Against |
|
Abstain |
100,000,000 |
|
0 |
|
0 |
3. RESOLVED THAT:
Immediately following completion of the matters
referred to in Proposals 1 and 2 above, 7,000,000 Class B Shares be allotted and issued to Grande Holding Limited for an aggregate consideration
of US$70.
| For |
|
Against |
|
Abstain |
100,000,000 |
|
0 |
|
0 |
Approval of each of the foregoing proposals was conditional upon the
corresponding resolution being passed by (i) the holders of Class A Shares at the Class A Meeting, (ii) the holders of Class B Shares
at the Class B Meeting and (iii) the shareholders voting together as a single class at the EGM. In addition, Resolution 3 was conditional
upon the passing of Resolutions 1 and 2.
Accordingly, each of Resolutions 1, 2 and 3 was approved at each of
the EGM, the Class A Meeting and the Class B Meeting, and the condition requiring approval of each resolution at all three meetings was
satisfied.
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: October 22, 2026 |
By: |
/s/ Yujie, CHEN |
| |
Name: |
Yujie, CHEN |
| |
Title: |
Director and Chair of the Board |
