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 OF THE
SECURITIES EXCHANGE ACT OF 1934
For the month of May 2026
Commission File Number 001-41573
HIGH-TREND INTERNATIONAL GROUP
(Translation of registrant’s name into English)
60 Paya Lebar Road
#06-17 Paya Lebar Square
Singapore 409051
+ 1 (929) 666 0683
(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 7, 2026, High-Trend International Group (the “Registrant”
or the “Company”) held a meeting of Class A ordinary share shareholders (the “Class A Meeting”), immediately followed
by an extraordinary general meeting of shareholders (the “General Meeting.”)
At the Class A Meeting, the Class A shareholders voted to approve the
following:
RESOLUTION 1:
(i) the voting rights attached
to each class B ordinary share, US$0.0025 par value per share, of the Company (the “Class B Ordinary Shares”) be increased
from twenty (20) votes to one hundred (100) votes on all matters subject to vote at general meetings of the Company;
(ii) any consolidation or
reverse split of Class B ordinary shares is subject to approval by the holder(s) of such Class B Ordinary Shares;
(iii) Certain major actions
(see Article 89 of the Fourth Amended and Restated M&A) are subject to the prior written consent of the Majority of Class B Holder(s).
RESOLUTION 2:
(i) all the issued and outstanding
and unissued Class A ordinary shares, US$0.0025 par value per share, of the Company may be consolidated, at any one time or multiple times
during a period of up to two years of the date of the Class A Meeting, at the exact consolidation ratio and effective time as the board
of directors of the Company (the “Board”) may determine from time to time in its absolute discretion, provided that the cumulative
consolidation ratio for all such share consolidation(s) (altogether, the “Share Consolidations” and each, a “Share Consolidation”)
shall not be more than 1000:1;
(ii) the Board is authorized,
at its absolute and sole discretion, to either (a) implement such Share Consolidation(s), and determine the exact consolidation ratio
and effective date of each Share Consolidation during a period of up to two years of the date of the Class A Meeting; or (b) elect not
to implement any Share Consolidation during a period of up to two years of the date of the Class A Meeting;
(iii) the Board was authorized
to settle as the Board considers expedient any difficulty which may arise in relation to the Share Consolidation(s), including but not
limited to, where the number of issued consolidated shares of any class held by any shareholder after and as a result of a Share Consolidation
is not a whole number, to issue to that shareholder an additional fraction of one consolidated share of the same class (credited as fully
paid by way of capitalization out of the share premium of the Company) which shall result in the number of consolidated shares of such
class which are held by such shareholder being rounded up to the next whole number of consolidated shares of such class; and
(iv) the Board is authorized,
if and when deemed advisable by the it in its sole discretion, to authorize any director or officer of the Company, for and on behalf
of the Company, to do all such other acts and things and execute all such documents necessary or desirable to implement any Share Consolidation(s),
including to amend the memorandum and articles of association of the Company effective as of that time to reflect each of such Share Consolidation(s)
and instruct the registered office provider of the Company to attend to the filing of such amended and restated the memorandum and articles
of association of the Company with the Registrar of Companies of the Cayman Islands.
At the General Meeting, the shareholders voted to approve the following:
RESOLUTION 1:
BY AN ORDINARY RESOLUTION TO APPROVE THAT the
authorized share capital of the Company be increased from US$1,250,000 divided into 489,900,000 Class A Ordinary Shares of a par value
of US$0.0025 each and 10,100,000 Class B Ordinary Shares of a par value of US$0.0025 each, to US$5,275,250 divided into 2,000,000,000
Class A Ordinary Shares of a par value of US$0.0025 each and 110,100,000 Class B Ordinary Shares of a par value of US$0.0025 each (the
“Share Capital Increase”).
RESOLUTION 2:
BY a
special RESOLUTION TO APPROVE THAT the voting rights attached to each class B ordinary share, US$0.0025 par value per
share, of the Company be increased from twenty (20) votes to one hundred (100) votes on all matters subject to vote at general meetings
of the Company (the “Increase of the Voting Rights of Class B Ordinary Shares”).
RESOLUTION 3:
BY a
special RESOLUTION TO APPROVE THAT the third amended and restated memorandum and articles of association of the Company
as currently in effect be amended and restated by the deletion in their entirety and the substitution in their place with the “Fourth
Amended and Restated Memorandum and Articles of Association M&A” which reflects, among others, the Share Capital Increase
and the Increase of the Voting Rights of Class B Ordinary Shares.
RESOLUTION 4:
BY AN ORDINARY RESOLUTION TO APPROVE THAT
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(i) |
all the issued and outstanding and unissued Class A ordinary shares, US$0.0025 par value per share, of the Company in the authorized share capital of the Company may be consolidated, at any one time or multiple times during a period of up to two years of the date of the General Meeting, at the exact consolidation ratio and effective time as the Board of Directors of the Company (the “Board”) may determine from time to time in its absolute discretion, provided that the accumulative consolidation ratio for all such share consolidation(s) (altogether, the “Share Consolidations” and each, a “Share Consolidation”) shall not be more than 1000:1; |
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(ii) |
the Board is authorized, at its absolute and sole discretion, to either (a) implement such Share Consolidation(s), and determine the exact consolidation ratio and effective date of each Share Consolidation during a period of up to two years of the date of the General Meeting; or (b) elect not to implement any Share Consolidation during a period of up to two years of the date of the General Meeting; |
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(iii) |
the Board is authorized to settle as the Board considers expedient any difficulty which arises in relation to the Share Consolidation(s), including but not limited to, where the number of issued consolidated shares of any class held by any shareholder after and as a result of a Share Consolidation is not a whole number, to issue to that shareholder an additional fraction of one consolidated share of the same class (credited as fully paid by way of capitalization out of the share premium of the Company) which shall result in the number of consolidated shares of such class which are held by such shareholder being rounded up to the next whole number of consolidated shares of such class; and |
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(iv) |
the Board is authorized, if and when deemed advisable by it in its sole discretion, to authorize any director or officer of the Company, for and on behalf of the Company, to do all such other acts and things and execute all such documents necessary or desirable to implement Share Consolidation(s), including to amend the memorandum and articles of association of the Company effective as of that time to reflect each of such Share Consolidation(s) and instruct the registered office provider of the Company to attend to the filing of such amended and restated the memorandum and articles of association of the Company with the Registrar of Companies of the Cayman Islands. |
RESOLUTION 5:
BY a
special RESOLUTION TO APPROVE THAT as of the date the Board may determine in its sole discretion, the Company adopt
an amended and restated memorandum and articles of association in substitution for and to the exclusion of, the then effective memorandum
and articles of association of the Company in effect concurrently or immediately after the effectiveness of each Share Consolidation,
so long as it is implemented within two years after the conclusion of the General Meeting.
The Company’s Fourth Amended and Restated
Memorandum and Articles of Association are attached as Exhibit 3.1 to this Form 6-K. A copy of the press release issued by the Company
on May 11, 2026 is attached as Exhibit 99.1 to this report on Form 6-K.
Exhibits
| Exhibit No. |
|
Description of Exhibit |
| 3.1 |
|
Fourth Amended and Restated Memorandum and Articles of Association |
| 99.1 |
|
Press Release dated May 11, 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.
| Date: May 11, 2026 |
HIGH-TREND INTERNATIONAL GROUP |
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|
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/s/ Shixuan He |
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Shixuan He |
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Chief Executive Officer |
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(Principal Executive Officer) |
Exhibit 99.1
High-Trend International Group Class A Shareholders
Approve Major Corporate Governance Enhancements
NEW YORK, May 11, 2026 /PRNewswire/ – High-Trend
International Group (NASDAQ: HTCO) (“HTCO” or the “Company”), global ocean transportation company, today announced
that the Company’s Class A shareholders approved a series of transformative corporate governance measures at an Extraordinary General
Meeting held on May 7, 2026. The approved resolutions include a significant enhancement of voting rights attached to the Company’s
Class B ordinary shares, a substantial increase in authorized share capital and the authorization of potential future share consolidations.
Key Shareholder Approvals:
Enhanced Class B Voting Rights: Class A
shareholders approved a special resolution to increase the voting rights attached to each Class B ordinary share from twenty votes to
one hundred votes on all matters subject to a vote at general meetings of the Company.
Increased Authorized Share Capital: Class
A shareholders approved an expansion of the Company’s authorized share capital from US$1,250,000 to US$5,275,250, increasing the
number of authorized Class A ordinary shares from 489,900,000 to 2,000,000,000 and Class B ordinary shares from 10,100,000 to 110,100,000.
Share Consolidation Authorization: Shareholders
granted the Company’s Board of Directors discretionary authority to consolidate the Company’s issued and outstanding Class
A ordinary shares at any time during a period of up to two years, provided that the accumulative consolidation ratio shall not exceed
1,000:1. The Board of Directors will retain full discretion on whether to implement any such consolidation, as well as the exact ratio
and effective date.
Amended Memorandum and Articles of Association:
Shareholders approved the adoption of the Fourth Amended and Restated Memorandum and Articles of Association, which reflect the above
changes and additionally established that certain major corporate actions will be subject to the prior written consent of the Majority
of the holders Class B ordinary shares.
“These shareholder approvals represent a
pivotal milestone in High-Trend International Group’s corporate evolution,” said Mr. Christopher Nixon Cox, Chairman
of the Company. “The enhanced governance framework and expanded capital structure provide the Company with greater strategic flexibility
to pursue growth initiatives, strengthen our balance sheet, and create long-term value for all stakeholders. We remain committed to executing
our vision as a leading global ocean technology company.”
About High-Trend International Group
High-Trend International Group is a global ocean transportation company
with core businesses in international shipping.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning
of applicable securities laws, including Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934,
made under the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. These statements can be identified
by words such as “believe,” “expect,” “anticipate,” “future,” “will,” “intend,”
“plan,” “estimate” or similar expressions. Actual results may differ materially from those indicated by these
forward-looking statements due to various risks and uncertainties, including but not limited to those detailed in the Company’s
filings with the U.S. Securities and Exchange Commission. All information in this press release is as of the date of this release, and
the Company undertakes no obligation to update any forward-looking statement, except as required by applicable law.
