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 April 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 ☐
Change in Controlling Shareholder
Globavend Holdings Limited,
a Cayman Islands exempted company (the “Company”) has been advised by Mr. Wai Yiu Yau (“Mr. Yau”),
its controlling shareholder, founder, chairman and chief executive officer, that on April 29, 2026, he has completed the sale of all
100 management shares of the Company and 57,224 ordinary shares of the Company, both par value $0.20 each, representing approximately
2.4% of the total issued and outstanding shares of the Company and 97.7% of the total voting power in the Company, to Central Master Enterprises
Limited (“Central Master”), a British Virgin Islands business company.
Central Master is owned and
controlled by Mr. Tsz Ngo Yu (“Mr. Yu”), the chief financial officer of the Company, and Mr. Kai Man Fung (“Mr.
Fung”), a director of a wholly-owned subsidiary of the Company.
A copy press release relating
to the change in controlling shareholder and the change in board composition and management entitled “Globavend Announces New Controlling
Shareholder and Change in Board Composition and Management” is furnished as Exhibit 99.1 hereto, and is incorporated by reference
herein.
Change in Management and Board Composition
The following changes to the
Company’s board composition and management were made in connection with the change of controller shareholder discussed above:
(1)
Mr. Yau has stepped down as the chairman of the board of directors of the Company (the “Board”) but will continue to
serve as the chief executive officer of the Company;
(2)
Mr. Fung has been appointed as a director of the Company and the chairman of the Board;
(3) Mr. Yu has been appointed
as a director of the Company in addition to his existing role as chief financial officer of the Company; and
(4) Mr. Tsui Kin Fung (“Mr.
Tsui”) has been appointed as an independent director of the Company, a member of the audit committee, compensation committee
and the nominating and corporate governance committee.
The above changes were effective as and
from April 29, 2026.
In addition, with effect as and
from April 30, 2026, Mr. Fan Cheung (“Mr. Cheung”) has resigned as an independent director of the Company, a member
of the audit committee, compensation committee and the nominating and corporate governance committee. Mr. Cheung confirmed that his resignation
was tendered for personal reasons and not as a result of any disagreement with the Company on any matter relating to its operations, policies,
or practices.
The biography of Mr. Fung, Mr. Yu and Mr.
Tsui are as follows:
Mr. Kai Man Fung, director
and chairman of the Board
Mr. Fung is a practicing solicitor
in England and Wales of the United Kingdom and has extensive experience in corporate finance, real estate, building construction and dispute
resolution. During his career, Mr. Fung has advised various companies listed on The Stock Exchange of Hong Kong Limited (the “SEHK”)
and public companies listed on The Nasdaq Stock Market, LLC in connection with their listing, fund raising, mergers and acquisitions and
corporate affairs.
Mr. Fung joined the Company in November 2025 as a director of RiseMind
Holdings (Cayman) Limited (formerly known as Vault DAT Cayman), an indirect wholly owned subsidiary of the Company. Mr. Fung currently
serves as a director of various private companies in Hong Kong, United Arab Emirates and the United Kingdom providing corporate consultancy
and dispute resolution advisory services.
Mr. Fung received a Bachelor
of Science degree in Surveying from the University of Hong Kong in November 2008, a Bachelor of Laws degree from the University of London
in August 2010, a Master of Laws degree in Arbitration and Dispute Resolution from the City University of Hong Kong in February 2016 and
a Postgraduate Certificate in Laws from the University of Hong Kong in June 2021. Mr. Fung is also a fellow member of the Chartered Institute
of Arbitrators and a fellow member of the Hong Kong Institute of Arbitrators since February 2016 and January 2017, respectively.
Mr. Tsz Ngo Yu, director
and chief financial officer
Mr. Yu has served as our chief financial officer since November 2023.
He is a member of the Certified Public Accountants Australia, a fellow member of the Hong Kong Institute of Certified Public Accountants
(“HKICPA”) since January 2011 and September 2018, respectively and has over 20 years of experience in the related fields
of finance, auditing, accounting, corporate governance practices, and company secretarial matters. Mr. Yu currently holds executive and
directorship roles in various private companies in Hong Kong providing corporate services and consultancy services. He also serves as
a company secretary to various companies listed on the SEHK. Mr. Yu is also a partner of an accounting firm in Hong Kong.
Mr. Yu
received a Bachelor of Commerce Degree in Accounting and Finance and Master of Applied Finance, both from Monash University of Australia,
in December 2005 and December 2006, respectively.
Mr. Kin Fung Tsui, independent
director, member of the audit committee, compensation committee and nominating and corporate governance committee
Mr. Tsui is a Certified Public
Accountant, or CPA, in Hong Kong since 2008 and an associate member of the HKICPA since January 2012. He has over 16 years of experience
in corporate finance, financial reporting and auditing.
Mr. Tsui is currently the financial controller of Aussco Hong Kong
Limited since January 2024. During the period between May 2019 and December 2023, he served as the APAC Financial Controller of Sanergy
Group Limited, a company listed on the SEHK (Stock Code 2459). During the period between March 2018 and May 2019, Mr. Tsui served as the
company secretary of China Merchants Land Limited, a company listed on the SEHK (Stock Code 978). During the period between March 2015
and February 2018, he served as the vice president of Alpha Business Consulting Company Limited. During the period between March 2014
and March 2015, Mr. Tsui served as a senior associate of Ernst & Young Transactions Limited in Hong Kong. During the period between
September 2008 and March 2014, he successively served Deloitte Touche Tohmatsu, Hong Kong with the latest position being an audit manager.
Mr. Tsui has received a bachelor’
degree in social science from the Chinese University of Hong Kong in May 2007. The Board believes Mr. Tsui is qualified to serve as a
director based on his extensive accounting and audit experience.
Employment Agreements and Indemnification Agreements
In connection with Mr. Fung’s
appointment as a director of the Company, the Company has entered into a director service agreement with Mr. Fung in the form attached
to this Report as Exhibit 4.1, and is incorporated by reference.
In connection with Mr. Tsui’s
appointment as an independent director of the Company, the Company has entered into an independent director agreement with Mr. Tsui in
the form exhibited as Exhibit 4.3 filed with the Company’s Annual Report on Form 20-F filed on February 13, 2026, and is incorporated
by reference.
In connection with Mr. Yu’s
appointment as a director of the Company, the Company has entered into a director service agreement with Mr. Yu in the form attached to
this Report as Exhibit 4.1, and is incorporated by reference.
The Company has also entered
into an indemnification agreement with each of Mr. Fung and Mr. Tsui in connection with their service as a director of the Company, a
copy of which is attached to this Report as Exhibit 4.2, and is incorporated by reference.
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.
This Report is incorporated
by reference into the registration statement on Form
F-3 (File No. 333-290675) of the Company, filed with the 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.
EXHIBIT INDEX
| Exhibit No. |
|
Description |
| 4.1 |
|
Form of Director Service Agreement |
| 4.2 |
|
Form of Indemnification Agreement |
| 99.1 |
|
Press Release, dated as of April 29, 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: April 30, 2026
Exhibit 99.1
Globavend Announces New Controlling Shareholder and Changes in Board
Composition and Management
New Controlling Shareholder with Majority Voting Power Drives Board
and Leadership Transition
PERTH, Australia, April 29, 2026 – Globavend Holdings Limited
(“Globavend” or the “Company”) (NASDAQ: GVH), an emerging e-commerce logistics provider, today announced
a change in its controlling shareholder and senior management, marking a significant milestone in the Company’s strategic development.
Change in Controlling Shareholder
On April 29, 2026, Central Master Enterprises Limited
(“Central Master”) completed the acquisition of 57,224 ordinary shares and 100 management shares of the Company, representing
approximately 2.4% of the Company’s total issued and outstanding shares and 97.7% of the total voting power in the Company. Central
Master is owned and controlled by Mr. Tsz Ngo Yu (“Mr. Yu”), the existing chief financial officer of the Company, and Mr.
Kai Man Fung (“Mr. Fung”), a director of a wholly owned subsidiary of the Company.
In connection with the transaction, the Company also
announced changes to its Board of Directors and executive leadership team.
Management and Board Changes
Effective April 29, 2026:
| |
● |
Mr. Fung will serve as a director and Chairman of the Board of the Company (the “Board”); |
| |
● |
Mr. Wai Yiu Yau will step down as Chairman of the Board but will remain CEO of the Company; |
| |
● |
Mr. Yu will serve as a director of the Company in addition to his current position as Chief Financial Officer; and |
| |
● |
Mr. Kin Fung Tsui will serve as an independent director. |
In addition, Mr. Fan Cheung will resign effective April 30, 2026. The Company
wishes to express its gratitude for the contribution of Mr. Cheung during his tenure with the Company.
Strategic Direction
The Company intends to leverage the extensive professional
knowledge in corporate finance of the new controlling shareholders, as well as their robust global business connections, in pursuing mergers
and acquisitions and expansion into new business lines.
“Globavend has been well-positioned and successful
in its e-commerce logistics business,” Kai Man Fung, the incoming Chairman of Globavend commented. “The new management team
is looking forward to further transform and expand its business operations and explore new M&A initiatives. I am excited to lead Globavend
and bring it into a new era.”
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 Company’s strategic direction. 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, risks associated with pursuing M&A initiatives and expansion into new lines of business,
such as the Company’s ability to successful executed on that strategy and/or realize the anticipated benefits therefrom, the risks
and uncertainties related to global economic or market conditions, changes in our operating plans or funding requirements, and the 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/
