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 March 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 (646) 749 0591
(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 March 13, 2026, High-Trend International Group (the “Company”
or the “Registrant”) announced a major strategic initiative aimed at accelerating the Company’s expansion into the United
States and strengthening its engagement with U.S. capital markets.
To further strengthen the Company’s governance framework and
support its U.S. expansion, the board of directors of the Company (the “Board”) approved the establishment of a U.S. Operations
Independent Governance Committee (the “Committee”).
The Company’s Chairman of the Board, Christopher Nixon Cox, a
member of the family of former U.S. President Richard Nixon, will personally lead the Company’s strategic initiatives and operational
development in the United States.
In addition to serving as Chair of the Committee, Mr. Cox will directly
oversee the planning, investment execution, and operational development of the Company’s U.S. initiatives. As the core leader of
the Company’s U.S. strategy, he will take on key responsibilities including formulating medium-to-long-term development strategies
for the U.S. market, coordinating global resource networks for optimal integration, leading the identification, evaluation and execution
of strategic M&A projects, and driving critical financing initiatives to solidify the Company’s capital structure.
The Committee will oversee U.S. strategy, capital market initiatives,
major investments, and the development of strategic projects in the United States, providing a robust governance guarantee for the steady
advancement of the Company’s U.S. business layout and the implementation of key strategic decisions. This Committee consists of
Christopher Nixon Cox as Chairman, Christopher Renn and Jinyu Chang as members.
The Company also announced that it has established a long-term, performance-based
equity incentive plan for Mr. Cox, which is designed to align the leadership’s performance with the creation of long-term shareholder
value. Pursuant to a stock option agreement (the “Agreement”), Mr. Cox has been granted market-priced stock options to purchase
an aggregate of 1,030,000 class A ordinary shares of the Company (the “Shares”), consisting of two tranches: Tranche 1 consists
of options to purchase 80,000 Shares with an exercise price of $8.27 per share, based on the closing price of the Shares on the Nasdaq
Capital Market on the grant date; Tranche 2 consists of options to purchase 950,000 Shares, also with an exercise price of $8.27 per share.
Under the incentive plan, a significant portion of the stock option
grants will only vest upon the achievement of key strategic milestones:
Tranche 1 (80,000 Shares):
| ● | 50,000 options vested immediately; |
| ● | the remaining 30,000 Shares vest in stages during 2026–2027,
subject to the recipient’s continued service with the Company, vesting as follows: |
| o | 10,000 Shares vest on December 10, 2026, exercisable through
December 10, 2036, which is a retention bonus and not subject to performance review; |
| o | 10,000 Shares vest on December 10, 2026, exercisable through
December 10, 2036, subject to performance review; and |
| o | 10,000 Shares vest on December 10, 2027, exercisable through
December 10, 2037, subject to performance review. |
Tranche 2 (950,000 Shares):
| ● | will become exercisable upon the achievement of core strategic
milestones including: |
| o | forming and leading the Company’s U.S. projects and ongoing
operations; |
| o | raising a minimum of $50 million for the Company through one
or more financing transactions; |
| o | the Company achieving a market capitalization of $300 million
based on a 30-day VWAP on a fully diluted basis. |
The foregoing description of the Agreement does not purport to be complete
and is qualified in its entirety by reference to the Agreement, the form of which is filed as Exhibit 10.1 hereto and is incorporated
herein by reference.
Issuance of Press Release
On March 13, 2026, the Company issued a press release announcing
the establishment of the Committee and the entry of the Agreement. A copy of the press release is attached to this Form 6-K as Exhibit
99.1.
Exhibit Index
| Exhibit |
|
|
| 10.1 |
|
Form of Stock Option Agreement |
| 99.1 |
|
Press Release dated March 13, 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: March 13, 2026 |
HIGH-TREND INTERNATIONAL GROUP |
| |
|
| |
By: |
/s/ Shixuan He |
| |
|
Shixuan He |
| |
|
Chief Executive Officer |
| |
|
(Principal Executive Officer) |
Exhibit 99.1
HTCO Launches U.S. Strategic Initiative Led by Chairman Christopher
Nixon Cox, Establishes Independent Governance Committee for U.S. Operations
New York, March 13, 2026 / PRNewswire/– High-Trend International
Group (Nasdaq: HTCO), a global ocean technology company, today announced a major strategic initiative aimed at accelerating the Company’s
expansion into the United States and strengthening its engagement with U.S. capital markets.
Chairman Christopher Nixon Cox with White House Legacy to Lead U.S.
Strategy
The Company announced that its Chairman of the Board of Directors, Christopher Nixon Cox, a member of the family of former U.S. President
Richard Nixon, will personally lead the Company’s strategic initiatives and operational development in the United States.
In addition to serving as Chair of the Company’s newly established
U.S. Operations Independent Governance Committee, Mr. Cox will directly oversee the planning, investment execution, and operational development
of the Company’s U.S. initiatives. As the core leader of HTCO’s U.S. strategy, he will take on key responsibilities including
formulating medium-to-long-term development strategies for the U.S. market, coordinating global resource networks for optimal integration,
leading the identification, evaluation and execution of strategic M&A projects, and driving critical financing initiatives to solidify
the Company’s capital structure.
The Board believes that combining governance leadership with direct
operational involvement, leveraging Mr. Cox’s strategic leadership and rich experience in resource integration and major transactions,
will accelerate HTCO’s entry into the U.S. and significantly strengthen the Company’s positioning within the U.S. capital
markets.
Establishment of the U.S. Operations Independent Governance Committee
To further strengthen the Company’s governance framework and
support its U.S. expansion, the Board of Directors approved the establishment of a U.S. Operations Independent Governance Committee.
The committee will oversee U.S. strategy, capital market initiatives,
major investments, and the development of strategic projects in the United States, providing a robust governance guarantee for the steady
advancement of HTCO’s U.S. business layout and the implementation of key strategic decisions. This Committee consists of Christopher
Nixon Cox as Chairman, Christopher Renn and Jinyu Chang as members.
Performance-Based Equity Incentive Aligned with Shareholder Value
- Market-Based Pricing Reflects Value Recognition and Growth Confidence
The Company also announced that it has established a long-term, performance-based
equity incentive plan for Mr. Cox, which is designed to align the leadership’s performance with the creation of long-term shareholder
value. Mr. Cox has been granted market-priced stock options to purchase an aggregate of 1,030,000 shares of the Company’s class
A ordinary shares, consisting of two tranches: Tranche 1 consists of options to purchase 80,000 shares with an exercise price of $8.27
per share, based on the closing price of HTCO’s class A ordinary shares on the Nasdaq Capital Market on the grant date; Tranche
2 consists of options to purchase 950,000 shares, also with an exercise price of $8.27 per share.
Under the incentive plan, a significant portion of the stock option
grants will only vest upon the achievement of key strategic milestones:
Tranche 1 (80,000 shares):
| · | 50,000 options vested immediately; |
| | | |
| · | the remaining 30,000 shares vest in stages during
2026–2027, subject to the recipient’s continued service with the Company, vesting as follows: |
| | | |
| o | 10,000 shares vest on December 10, 2026, exercisable through December 10, 2036, which is a retention bonus
and not subject to performance review; |
| | | |
| o | 10,000 shares vest on December 10, 2026, exercisable through December 10, 2036, subject to performance
review; |
| | | |
| o | 10,000 shares vest on December 10, 2027, exercisable through December 10, 2037, subject to performance
review. |
Tranche 2 (950,000 shares):
| · | will become exercisable upon the achievement of core strategic milestones
including: |
| | | |
| o | forming and leading the Company’s U.S. projects and ongoing operations; |
| | | |
| o | raising a minimum of $50 million for the Company through one or more financing transactions; |
| | | |
| o | (the Company achieving a market capitalization of $300 million based on a 30-day VWAP on a fully diluted basis. |
Under this market-based pricing and differentiated vesting structure
the Chairman will stand at the same value starting point as all public shareholders, sharing both upside potential and market risks, and
further aligns his personal interests closely with those of the Company and its shareholders. Shixuan He, Chief Executive Officer of HTCO,
stated, “This equity incentive arrangement will solidify the linkage between leadership incentives for Mr. Cox and long-term shareholder
value creation.”
Strategic Growth Platform in the United States
HTCO views the U.S. as a core market for its next stage of growth and
intends to expand through strategic investments, capital formation, innovative project development, and targeted strategic M&A. The
Company intends to leverage Chairman Christopher Nixon Cox’s strategic leadership and resource integration capabilities to foster
strategic partnerships in the U.S. market, enhance operational efficiency and synergies, and accelerate scale expansion and business diversification
in the shipping and technology sectors.
The Company believes that leveraging the depth and global influence
of the U.S. capital markets, combined with the precise strategic deployment and strong leadership of Mr. Cox, will strongly support the
formation of HTCO’s long-term international growth platform and drive the sustainable development of the Company’s global
shipping and technology business.
About High-Trend International Group
High-Trend International Group is a global ocean transportation company.
Forward-Looking Statements
This announcement contains forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements are made under the
safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995 and can be identified by words such as “believe,”
“expect,” “anticipate,” “future,” “will,” “intend,” “plan,” “estimate”
or similar expressions. Such forward-looking statements involve a number of risks and uncertainties that could cause actual results to
differ materially from those indicated by these statements, including but not limited to those detailed in the Company’s filings
with the U.S. Securities and Exchange Commission, including its Annual Report on Form 20-F for the fiscal year ended October 31, 2025.
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.
