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 May 2026
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 May 15, 2026, Globavend
Holdings Limited, a Cayman Islands exempted company (the “Company”) announced that Risemind Holdings (Cayman) Limited
(“Risemind”), a wholly-owned subsidiary of the Company entered into a definitive share purchase agreement (the “Purchase
Agreement”) with Zenith Green Limited (“Zenith Green”), the current shareholder of Loomi Entertainment Group
Limited (“Loomi Entertainment”, together with its subsidiaries, “Loomi Group”), a business company
incorporated in the British Virgin Islands, to acquire 70% of the equity interests of Loomi Entertainment at the nominal consideration
of US$70 , payable in cash upon closing (the “Transaction”). The Transaction is expected to close on or
before May 22, 2026.
Loomi Group is a digital entertainment
company engaging in the production and distribution of digital entertainment solutions operating through its subsidiaries in Malaysia,
Singapore and Hong Kong. It provides entertainment video services to audiences in southeast Asia through its own mobile application “Loomi:
Short Drama”, which is a comprehensive and diversified content library offering professionally produced multilingual micro dramas,
including Korean, Mandarin and English.
Loomi Group integrates artificial
intelligence (AI) throughout its business. It has developed a proprietary AI-powered development platform “Imaginary”
offering end-to-end AI-powered cinematic production for defined deliverables designed to support creation by professional producers and
content creators. Users can enjoy a hassle-free experience in generating character designs, storyboards, cinematic sequences, motion sequences
through “Imaginary” using prompts and parameters defined by the users and ultimately produce micro dramas and animations
in an efficient and professional manner.
Immediately prior to the closing
of the Transaction, Loomi Group was owned as to 70% by Tsz Ngo Yu, the Company’s chief financial officer and director, through Zenith
Green, a company wholly-owned by him, and by Fuk Yan Tse, the chief executive officer of Loomi Group, as to 30%. Upon closing of the Transaction,
Loomi Entertainment became a non-wholly-owned subsidiary and the financial results, assets and liabilities of Loomi Group, which include
an existing interest-free shareholders loan of approximately US$550,000 due and owing to Zenith Green, would be consolidated into the
consolidated financial statements of the Company.
The Purchase Agreement contains customary representations and warranties,
agreements and obligations and conditions to closing customary for transactions of this nature. A copy of the Purchase Agreement is attached
to this Report as exhibit 10.1, and is incorporated by reference.
This Report is incorporated
by reference into the registration statement on Form
F-3 (File No. 333-290675) of the Company, filed with the Securities and Exchange Commission, to be a part thereof from the date on
which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.
The Company issued a press release with respect to the foregoing, a copy of which is attached to this Report as Exhibit 99.1 and incorporated
herein by reference.
Cautionary Note Regarding Forward-Looking Statements
This communication contains
forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. Any statements contained in this communication that are not statements of historical fact, including
those related to the Transaction and the business of Loomi Entertainment, may be deemed forward-looking statements. Words such as “continue,”
“will,” “may,” “could,” “should,” “expect,” “expected,” “plans,”
“intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,”
and similar expressions are intended to identify such forward-looking statements. All forward-looking statements involve significant risks
and uncertainties that could cause actual results to differ materially from those expressed or implied in the forward-looking statements,
many of which are generally outside the control of the Company and are difficult to predict. Examples of such risks and uncertainties
include, but are not limited to, the Company’s ability to successfully consummate the acquisition of Loomi Entertainment pursuant
to the Purchase agreement and, if consummated, to successfully manage and integrate Loomi Group and realize the anticipate benefits therefrom
risks regard. Additional examples of such risks and uncertainties include, but are not limited to (i) the Company’s ability to successfully
manage and integrate any joint ventures, acquisitions of businesses, solutions or technologies; (ii) unanticipated operating costs, transaction
costs and actual or contingent liabilities; (iii) the ability to attract and retain qualified employees and key personnel; (iv) adverse
effects of increased competition on the Company’s current and future businesses; (v) the risk that changes in consumer behavior
could adversely affect the Company’s business; (vi) the Company’s ability to protect its intellectual property; (vii); and
(vii) local, industry and general business and economic conditions. Additional factors that could cause actual results to differ materially
from those expressed or implied in the forward-looking statements can be found in the most recent annual report on Form 20-F and current
reports on Form 6-K filed by the Company with the Securities and Exchange Commission. The Company anticipates that subsequent events and
developments may cause its plans, intentions and expectations to change. The Company assumes no obligation, and it specifically disclaims
any intention or obligation, to update any forward-looking statements, whether as a result of new information, future events or otherwise,
except as expressly required by law. Forward-looking statements speak only as of the date they are made and should not be relied upon
as representing the Company’s plans and expectations as of any subsequent date.
EXHIBIT INDEX
| Exhibit No. |
|
Description |
| 10.1 |
|
Purchase Agreement, dated as of May 15, 2026, by and between Zenith Green Limited and Risemind Holdings (Cayman) Limited |
| 99.1 |
|
Press Release, dated as of May 15, 2026 |
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/ Kai Man Fung |
| |
Name: |
Kai Man Fung |
| |
Title: |
Chairman of the Board |
Date: May 15, 2026
3
Exhibit 99.1
Globavend Expands into Digital Entertainment Through Proposed Acquisition
of Loomi Entertainment
Proposed Transaction Positions Globavend to Enter the Fast-Growing
AI-Enabled Short-Form Digital Entertainment Market
PERTH, AUSTRALIA, May 15, 2026 -- (GLOBE NEWSWIRE) -- via IBN -- Globavend
Holdings Limited (NASDAQ: GVH) (“Globavend” or the “Company”), an emerging e-commerce logistics provider,
today announced that it has entered into a definitive agreement with Zenith Green Limited (the “Vendor”) to acquire 70% of
the equity interests in Loomi Entertainment Group Limited (“Loomi Entertainment”, together
with its subsidiaries, “Loomi Group”), a digital entertainment company engaging in the production and distribution
of digital entertainment solutions for the nominal consideration of $70. Subject to customary closing conditions, the transaction is expected
to close on or before May 22, 2026.
The acquisition will mark the expansion of Globavend into the digital
entertainment industry, a strategic evolution aimed at diversifying the Company’s income stream in addition to its established logistics
business.
Loomi Group provides entertainment video services to audiences in Southeast
Asia through its own mobile application “Loomi: Short Drama”, which is a comprehensive and diversified content library
offering professionally produced multilingual micro dramas, including Korean, Mandarin and English. It operates through its subsidiaries
in Malaysia, Singapore and Hong Kong.
Loomi Group integrates artificial intelligence (AI) throughout its
business. It has developed a proprietary AI-powered development platform “Imaginary” offering end-to-end AI-powered
cinematic production for defined deliverables designed to support creation by professional producers and content creators. Users can enjoy
a hassle-free experience in generating character designs, storyboards, cinematic sequences, motion sequences through “Imaginary”
using prompts and parameters defined by the users and ultimately produce micro dramas and animations in an efficient and professional
manner.
“We are excited to announce the proposed acquisition of Loomi
Entertainment Group Limited, which will represent a major strategic milestone in Globavend’s evolution into the digital entertainment
industry,” said Kai Man Fung, Chairman of Globavend. “We believe the global entertainment landscape is entering a new era
driven by mobile-first consumption, artificial intelligence, and short-form storytelling. In particular, micro dramas have rapidly emerged
as one of the fastest-growing segments within the digital media industry, attracting substantial user engagement and monetization opportunities
globally.”
Fung continued: “Through the acquisition of Loomi, we intend
to position Globavend at the forefront of this transformational trend by leveraging innovative content production capabilities, AI-assisted
creative workflows, and next-generation digital distribution strategies. We believe Loomi’s creative expertise and market vision
will complement our long-term strategy of expanding into high-growth technology and entertainment sectors.”
“Looking ahead, the Company intends to actively explore opportunities
in AI-powered content creation, vertical short dramas, creator economy platforms, and digital entertainment commercialization initiatives
as we work to build a diversified and future-oriented business platform for our shareholders.” Fung concluded.
The Vendor is an entity wholly-owned by Tsz Ngo Yu, a director and
chief financial officer of the Company. Upon closing of the transaction, Loomi Entertainment will become a non-wholly-owned subsidiary
of the Company and the financial results, assets and liabilities of Loomi Group, which include an existing interest-free shareholder loan
of approximately US$550,000 due and owing to the Vendor, will be consolidated into the Company’s consolidated financial statements.
Additional information regarding the transaction will be set forth in a Current Report on Form 6-K to be filed by the Company with the
U.S. Securities and Exchange Commission (SEC).
Integration planning is currently underway, and the Company intends
to provide further updates following the closing of the transaction.
About Globavend Holdings Limited
Globavend Holdings Limited, an emerging e-commerce logistics provider,
offers end-to-end logistics solutions in Hong Kong, Australia, and New Zealand. The Company primarily serves enterprise customers, including
e-commerce merchants and operators of e-commerce platforms, facilitating business-to-consumer (B2C) transactions. As an e-commerce logistics
provider, Globavend delivers integrated cross-border logistics services from Hong Kong to Australia and New Zealand. It provides customers
with a comprehensive solution, encompassing pre-carriage parcel drop-off, parcel consolidation, air-freight forwarding, customs clearance,
on-carriage parcel transportation, and final delivery.
Forward-Looking Statements
This press release may contain “forward-looking” statements
within the meaning of the Private Securities Litigation Reform Act of 1995 that are based on the beliefs and assumptions and on information
currently available to management of the Company. All statements other than statements of historical fact contained in this press release
are forward-looking statements, including statements regarding the Loomi Group acquisition and the Company’s strategic direction
and transformational initiatives. In some cases, you can identify forward-looking statements by terminology such as “may,”
“will,” “should,” “expects,” “plans,” “anticipates,” “believes,”
“estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other
comparable terminology. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the
Company’s actual results, performance or achievements to be materially different from any future results, performance or achievements
expressed or implied by the forward-looking statements. These risks and uncertainties include, but are not limited to, the Company’s
ability to successfully consummate the acquisition of the Loomi Group and realize the anticipated benefits therefrom, risks associated
with pursuing M&A initiatives and expansion into new lines of business, risks regarding the ability to attract and retain qualified
employees and key personnel, competition risks, risks regarding changes in consumer behavior, risks regarding intellectual property and
the protection thereof, the risks and uncertainties related to global economic or market conditions, changes in our operating plans or
funding requirements, and the other risks and uncertainties set forth in the “Risk Factors” section of the Company’s
Annual Report on Form 20-F for the year ended September 30, 2025, and subsequent reports that the Company files with the SEC. Forward-looking
statements represent the Company’s beliefs and assumptions only as of the date of this press release. Although the Company believes
that the expectations reflected in the forward-looking statements are reasonable, it cannot guarantee future results, levels of activity,
performance or achievements. Except as required by law, the Company assumes no obligation to publicly update any forward-looking statements
for any reason after the date of this press release to conform any of the forward-looking statements to actual results or to changes in
its expectations.
For investor and media inquiries, please contact:
Globavend Holdings Limited
Kai Man Fung, Chairman
kennyfung@risemindtech.com
888.201.1623
https://globavend.com/
