Globavend (NASDAQ: GVH) creates super-voting shares, making founder a controlled-company holder

Rhea-AI Filing Summary

Globavend Holdings Limited has created a new super‑voting share class that gives its founder and CEO near-total control of shareholder votes. On August 27, 2025, the company issued 100 management shares at a total subscription price of US$1,000 to Wai Yiu Yau, its founder, chief executive officer and chairman.

These management shares carry 1,000,000 votes per share and otherwise rank generally pari passu with ordinary shares, meaning they are economically similar but have vastly greater voting power. After this issuance, Globavend has 1,583,437 total shares outstanding, of which Wai Yiu Yau owns 57,324 shares, representing about 3.62% of equity but roughly 98.44% of total voting power.

The company now qualifies as a “controlled company” under Nasdaq rules and is exempt from certain corporate governance requirements. The filing notes that this could adversely affect public shareholders and that the disparate voting rights may have anti‑takeover effects by preventing changes of control that some shareholders might favor.

Positive

• None.

Negative

• Voting power concentrated in founder: Issuance of 100 super‑voting management shares (1,000,000 votes each) gives the founder about 98.44% of total voting power while holding only ~3.62% of equity.
• Reduced governance protections and anti‑takeover effects: Company becomes a Nasdaq “controlled company,” exempt from certain governance requirements, and notes that disparate voting rights may adversely affect public shareholders and hinder change‑of‑control transactions.

Insights

Corporate governance & equity structure analyst

Globavend has concentrated voting control in its founder through a new super‑voting share class.

Globavend issued 100 management shares for US$1,000 to founder and CEO Wai Yiu Yau, each carrying 1,000,000 votes. While these management shares are generally pari passu with ordinary shares economically, their voting rights are dramatically higher. This creates a dual‑class share structure where cash flow rights and voting power are decoupled.

Following the issuance, total shares outstanding are 1,583,437, and the founder holds 57,324 shares, about 3.62% of equity but around 98.44% of voting power. The company is now a “controlled company” under Nasdaq rules and is exempt from certain corporate governance requirements, which the disclosure acknowledges could adversely affect public shareholders. The filing also highlights that the disparate voting rights may have anti‑takeover effects by limiting change‑of‑control transactions that some investors might otherwise support.

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 August 2025

Commission File Number 001-41831

Globavend Holdings Limited

(Registrant’s Name)

Office 1401, Level 14, 197 St Georges Tce,

Perth, WA 6000,

Australia

(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 ☐

On August 27, 2025, the board of directors (the “Board”) of Globavend Holdings Limited, a Cayman Island exempted company (the “Company”), entered into a share subscription agreement (the “Share Subscription Agreement”) with Wai Yiu Yau (the “Subscriber”), the founder, chief executive officer and chairman of the Board of the Company, pursuant to which the Company has agreed to issue and allot, and the Subscriber has agreed to subscribe for, 100 management shares in the capital of the Company, par value US$0.001 each (the “Management Shares”) in the total consideration of US$1,000 (the “Subscription”). The Management Shares shall carry such rights, restrictions, preferences and privileges as set forth in the Share Subscription Agreement. Specifically, subject to certain exceptions, the Management Shares and the Company’s Ordinary Shares (as defined below) generally rank pari passu and shall have the same rights, preferences, privileges and restrictions, and shall at all times vote as one class on all resolutions submitted to a vote by the members (whether at a general meeting or otherwise in writing), provided, however, that such Management Shares shall be entitled to 1,000,000 votes for each Management Share at a meeting of the members or on any resolution of members of the Company (whether in writing or otherwise). The Subscription was closed on August 27, 2025.

As a result of the Subscription and as of the date hereof, the outstanding shares of the Company are 1,583,437 shares (the “Shares”), comprising 1,583,337 ordinary shares, par value US$0.001 each (the “Ordinary Shares”) and 100 Management Shares. The Subscriber owns 57,324 Shares, comprising 57,224 Ordinary Shares and 100 Management Shares, representing approximately 3.62% of the total issued and outstanding Shares and approximately 98.44% of the total voting power in the Company. The Company is a “controlled company” as defined under the Nasdaq Stock Market Rules and is exempt from certain corporate governance requirements, which could have an adverse effect on our public shareholders. Additionally, upon the closing of the Subscription, the Company has a dual-class share capital structure and the Subscriber will have the ability to control or significantly influence the outcome of matters requiring approval by shareholders. The disparate voting rights may also have anti-takeover effects preventing a change in control transaction that shareholders might consider in their best interest.

Attached to this Report as Exhibit 10.1 is a copy of the Share Subscription Agreement, which is incorporated herein by reference.

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EXHIBIT INDEX

Exhibit No.		Description
10.1		Share Subscription Agreement, by and between Globavend Holdings Limited and Wai Yiu Yau, dated as of August 27, 2025

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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.

	GLOBAVEND HOLDINGS LIMITED
	By:	/s/ Wai Yiu Yau
	Name:	Wai Yiu Yau
	Title:	Chairman of the Board and Chief Executive Officer

Date: August 29, 2025

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FAQ

What did Globavend Holdings Limited (GVH) announce in this 6-K?

Globavend disclosed that on August 27, 2025, its board approved a share subscription agreement issuing 100 management shares to founder, CEO and chairman Wai Yiu Yau for total consideration of US$1,000.

What are Globavend’s new management shares and how do they differ from ordinary shares?

The management shares have a par value of US$0.001, generally rank pari passu with ordinary shares in rights and preferences, but each carries 1,000,000 votes versus one vote per ordinary share, creating a dual‑class voting structure.

How many shares does Globavend (GVH) have outstanding after the subscription?

After the subscription, Globavend has 1,583,437 shares outstanding, consisting of 1,583,337 ordinary shares and 100 management shares.

What percentage of Globavend’s equity and voting power does the founder now hold?

Wai Yiu Yau owns 57,324 shares (57,224 ordinary shares and 100 management shares), representing about 3.62% of total shares but approximately 98.44% of the company’s voting power.

What does it mean that Globavend is a “controlled company” under Nasdaq rules?

Being a “controlled company” under Nasdaq rules means a single holder has majority voting power, allowing Globavend to be exempt from certain corporate governance requirements, which the company notes could adversely affect public shareholders.

How could Globavend’s dual-class structure affect potential takeovers or shareholder votes?

Because the management shares carry vastly greater voting rights, the founder can control or significantly influence outcomes of shareholder votes. The company states that these disparate voting rights may have anti‑takeover effects, potentially preventing change‑of‑control transactions that some shareholders might consider in their best interest.

Is the share subscription agreement for Globavend’s management shares available to investors?

Yes. The Share Subscription Agreement between Globavend and Wai Yiu Yau, dated August 27, 2025, is filed as Exhibit 10.1 and incorporated by reference.