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 June 2026
Commission File Number 001-42999
JM Group Limited
(Translation of registrant’s name into
English)
Unit 812, 8/F, Harbour Center Tower 1,
1 Hok Cheung Street, Hung Hom, Kowloon, Hong Kong
(Address of principal executive offices)
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 ☐
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: June 1, 2026 |
JM Group Limited |
| |
|
|
| |
By: |
/s/ Chun Kwok Stanley Ting |
| |
|
Chun Kwok Stanley Ting |
| |
|
Chief Executive Officer |
EXHIBIT INDEX
| Exhibit No. |
|
Description |
| 99.1 |
|
Press release, dated June 1, 2026. |
Exhibit 99.1
JM Group Limited Provides Further Update Regarding Trading Halt
of its Securities
Hong Kong, June 1, 2026 (GLOBE NEWSWIRE) -- JM
Group Limited (NYSE American: JMG) (the “Company” or “JMG”), a Hong Kong-headquartered sourcing and wholesale
solutions provider for a wide array of consumer products, today provided the following further updates regarding the Company’s response
to the trading halt placed by the New York Stock Exchange (“NYSE”) and the relevant regulatory inquiries previously announced
by the Company on February 2, 2026.
As previously disclosed, the special committee
(the “Special Committee”) formed on January 30, 2026 by the Company’s board of directors, consisting of Man Chiu Kit
and Sze Wai Li, both independent directors of the Company, is currently overseeing an internal investigation (the “Internal Investigation”)
into the circumstances relating to the trading halt. Robinson & Cole LLP, the Company’s outside counsel, is assisting the Special
Committee in the Internal Investigation.
The Company received requests from the U.S. Securities
and Exchange Commission (SEC) and NYSE for certain information and documents, and the Company submitted its written responses with supporting
materials to the SEC and NYSE. As of the date of this report, the Company has responded to all questions and document requests received
from the SEC and NYSE. The Company continues to monitor the matter and remains committed to cooperating in a transparent and timely manner.
The Company will provide further updates regarding the relevant investigations as appropriate.
The Company’s business operations remain
normal and uninterrupted as of the date of this report.
Safe Harbor Statement
This announcement contains forward-looking statements
within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are made
under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These statements can be identified
by terminology such as “will,” “expects,” “anticipates,” “future,” “intends,”
“plans,” “believes,” “estimates,” “potential,” “continue,” “ongoing,”
“targets,” “guidance” and similar statements. The Company may also make written or oral forward-looking statements
in its periodic reports to the U.S. Securities and Exchange Commission (the “SEC”), in its annual report to shareholders,
in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Any
statements that are not historical facts, including statements about the Company’s beliefs and expectations, are forward-looking
statements. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ
materially from those contained in any forward-looking statement, including but not limited to the following: the Company’s growth
strategies; its future business development, results of operations and financial condition; its ability to maintain and enhance the recognition
and reputation of its brand; its ability to compete in the Hong Kong and US markets; the economic and business conditions globally and
in Hong Kong and assumptions underlying or related to any of the foregoing. Further information regarding these and other risks, uncertainties
or factors is included in the Company’s filings with the SEC. All information provided in this press release and in the attachments
is as of the date of this press release, and the Company undertakes no obligation to update any forward-looking statement, except as required
under applicable law.
