JM Group faces NYSE American delisting move

JM Group Limited reports that NYSE American has decided to begin proceedings to delist its ordinary shares, citing unsuitability for continued listing under Sections 1001, 1002(e) and 1003 of the NYSE American Company Guide.

Rhea-AI Filing Summary

JM Group Limited reports that NYSE American has decided to begin proceedings to delist its ordinary shares, citing unsuitability for continued listing under Sections 1001, 1002(e) and 1003 of the NYSE American Company Guide. This follows a prior SEC trading suspension and NYSE trading halt that began on January 15, 2026.

The company says it has cooperated with information requests from both the SEC and NYSE Regulation and notes the SEC allowed its trading suspension to lapse on January 29, 2026. JM Group states it has not been informed of any evidence that it or its officers or directors violated applicable securities laws or listing standards in connection with third-party social media communications referenced in the investigations.

JM Group disagrees with the delisting decision and has the right to request a review by an NYSE American Listings Qualifications Panel by June 19, 2026, which management is evaluating along with other options. The company emphasizes that its shareholder structure and control are unchanged and that its operations continue to grow, while it remains focused on governance, compliance and transparency.

Positive

• None.

Negative

• NYSE American delisting proceedings: NYSE Regulation has determined to commence delisting of JM Group’s ordinary shares as unsuitable for continued listing under Sections 1001, 1002(e) and 1003 of the NYSE American Company Guide, creating substantial uncertainty about the company’s future exchange listing and share liquidity.

Insights

Global equities and listing standards analyst

NYSE American delisting proceedings pose a significant listing and liquidity risk for JM Group.

The core development is NYSE American’s decision to start delisting proceedings against JM Group Limited, judging its ordinary shares unsuitable for continued listing under specific NYSE American Company Guide sections. This comes after an SEC trading suspension and an exchange trading halt that began on January 15, 2026.

The company highlights that the SEC allowed its trading suspension to lapse on January 29, 2026 and that it has not been informed of evidence that it or its leadership violated securities laws or listing standards related to third‑party social media communications. Nonetheless, the exchange has issued a delisting decision and continues its own process.

Management can request a review by the NYSE American Listings Qualifications Panel by June 19, 2026, and is assessing this and other options to protect shareholders’ interests. Until the review decision or alternative trading arrangements are clarified in future disclosures, the primary uncertainty is whether and where the shares will trade on a regulated market.

Key Figures

SEC trading suspension start: January 15, 2026 SEC suspension lapse: January 29, 2026 NYSE American delisting notice date: June 12, 2026 +2 more

5 metrics

SEC trading suspension start January 15, 2026 Date SEC temporarily suspended trading in JM Group’s shares

SEC suspension lapse January 29, 2026 Date SEC trading suspension was allowed to lapse

NYSE American delisting notice date June 12, 2026 Date NYSE American provided delisting decision notice

Review request deadline June 19, 2026 Deadline to request review by Listings Qualifications Panel

Initial NYSE American listing approval December 9, 2025 Date ordinary shares were approved for listing

Key Terms

Delisting Decision, Trading Suspension, Trading Halt, NYSE American Company Guide, +2 more

6 terms

Delisting Decision regulatory

"NYSE Regulation has determined to commence proceedings to delist the Company’s ordinary shares from NYSE American (the “Delisting Decision”)."

Trading Suspension regulatory

"the trading of the Company’s ordinary shares was temporarily suspended by Securities and Exchange Commission (the “SEC”) on January 15, 2026 (the “Trading Suspension”)"

A trading suspension is a temporary halt on buying and selling a company's stock imposed by an exchange or regulator while a specific issue is resolved or more information is provided. It matters to investors because it freezes the market value and prevents trades—like pausing a game until the referee clears a disputed play—so investors cannot adjust positions and may face sudden price moves or uncertainty when trading resumes.

Trading Halt regulatory

"followed by the trading halt by NYSE Regulation commencing on the same day (the “Trading Halt”)."

A trading halt is a temporary pause on buying and selling a particular stock imposed by an exchange or regulator, like pressing the pause button on a game so everyone can catch up. It is used to give the market time to absorb important new information or to prevent chaotic price swings, and matters to investors because it freezes the ability to trade, delays price discovery, and can change risk and strategy until normal trading resumes.

NYSE American Company Guide regulatory

"pursuant to Sections 1001, 1002(e), and 1003 of the NYSE American Company Guide (the “Guide”)"

A handbook of rules and requirements that govern companies listed on the NYSE American market, covering eligibility to list, ongoing disclosure duties, corporate governance expectations, and trading practices. It matters to investors because it sets the minimum standards companies must meet to join and remain on that exchange — like a routine safety inspection that signals basic reliability and transparency — helping investors judge regulatory compliance, quality of public information, and potential risks to a stock’s value.

Listings Qualifications Panel regulatory

"the Company has the right to a review of the Delisting Decision by the Listings Qualifications Panel of the Committee for Review"

A listings qualifications panel is a committee at a stock exchange or regulatory body that reviews whether a company continues to meet the exchange’s rules on finances, disclosure and governance. For investors it matters because the panel can require corrective actions, impose trading limits, or remove a stock from the exchange—moves that directly affect a company’s liquidity, market price and investors’ ability to buy or sell shares, like a quality-control inspector deciding if a product stays on the shelf.

forward-looking statements regulatory

"Statements in this press release that are not historical facts ... are “forward-looking statements”"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did JM Group Limited (JMG) announce in this Form 6-K?

JM Group disclosed that NYSE American has decided to begin proceedings to delist its ordinary shares, citing unsuitability under specific NYSE American Company Guide sections, and that the company is evaluating whether to request a formal review and considering other options for its shareholders.

Why is NYSE American starting delisting proceedings against JM Group (JMG)?

NYSE Regulation determined JM Group’s ordinary shares are not suitable for continued listing under Sections 1001, 1002(e), and 1003 of the NYSE American Company Guide, which allow suspension or removal of securities the exchange deems unsuitable for ongoing trading on NYSE American.

How are the SEC trading suspension and NYSE trading halt related to JM Group (JMG)?

The SEC temporarily suspended trading in JM Group’s shares on January 15, 2026, and NYSE Regulation halted trading the same day. The company links these actions, at least in part, to regulatory reviews of certain third‑party social media communications about trading in its securities.

Did regulators find that JM Group (JMG) or its management violated securities laws?

JM Group states it has not been informed, as of the conclusion of the regulatory investigation, of any evidence that the company or its officers or directors violated applicable securities laws, regulations, or listing standards in connection with the referenced third‑party social media communications.

What options does JM Group (JMG) have to respond to the NYSE American delisting decision?

Under the notice, JM Group can request a review by the NYSE American Listings Qualifications Panel by June 19, 2026. Management is evaluating whether to seek this review and assessing other potential steps aimed at protecting shareholders’ interests and the company.

Is JM Group (JMG) changing its operations or ownership amid the delisting process?

JM Group notes there has been no change in its material aspects, including shareholder structure or control, and says its operations continue to grow. The company emphasizes its focus on business continuity, governance, compliance, and transparency during the NYSE American delisting proceedings.

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Accepted by SEC EDGAR 06/16/2026 - 04:27 PM Learn about SEC filing dates

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 16, 2026	JM Group Limited
	By:	/s/ Chun Kwok Stanley Ting
		Chun Kwok Stanley Ting
		Chief Executive Officer

1

EXHIBIT INDEX

Exhibit No.		Description
99.1		Press release, dated June 16, 2026.

2

Exhibit 99.1

JM Group Limited Announces Receipt of NYSE American Notice of Delisting

Hong Kong, June 16, 2026 (GLOBE NEWSWIRE) --- JM Group Limited (“JM Group” or the “Company”), a Hong Kong-headquartered sourcing and wholesale solutions provider for a wide array of consumer products, today announced that on June 12, 2026, NYSE American LLC (“NYSE American” or the “Exchange”) publicly announced and provided a notice to the Company that the staff of NYSE Regulation (the “NYSE Regulation”) has determined to commence proceedings to delist the Company’s ordinary shares from NYSE American (the “Delisting Decision”).

NYSE Regulation has determined that the Company’s ordinary shares are not suitable for continued listing pursuant to Sections 1001, 1002(e), and 1003 of the NYSE American Company Guide (the “Guide”), pursuant to which, the NYSE Regulation may, at any time, suspend dealings in, or remove, a security from listing when in its opinion such security is unsuitable for continued trading on the Exchange. 

As previously disclosed, the trading of the Company’s ordinary shares was temporarily suspended by Securities and Exchange Commission (the “SEC”) on January 15, 2026 (the “Trading Suspension”) followed by the trading halt by NYSE Regulation commencing on the same day (the “Trading Halt”). Subsequently, the Company received requests from the SEC and the Exchange for certain information and documents. The Company has produced multiple batches of documents and maintained ongoing correspondence with the SEC and the NYSE Regulation respectively in response to their ongoing investigations. On January 29, 2026, the SEC’s Trading Suspension was allowed to lapse without further action. On January 30, 2026, with the Trading Halt continued by the Exchange, the Company’s board of directors formed a special committee to oversee the internal investigation that was initiated in response to the investigations by the SEC and the Exchange. On April 23, 2026, the Company was informed by the SEC that it was continuing to review the Company’s response to document requests and would be in contact if anything further was needed. As of the date hereof, the Company has not received further requests from the SEC.

JM Group respectfully disagrees with the Delisting Decision. The Company understands from the regulatory investigations that the Trading Suspension and Trading Halt relate, at least in part, to certain third-party communications via social media concerning trading in the Company’s securities. To the Company’s knowledge, no evidence was identified by any regulatory authorities linking the Company or its management to such communications or to the third parties who may have disseminated them. The Company was not informed, as of the conclusion of the regulatory investigation, of any evidence indicating that the Company or any of its officers or directors violated any applicable securities laws and regulations or listing standards in connection with such communications. The ordinary shares of the Company were approved for listing on December 9, 2025 by demonstrating satisfaction of the initial listing requirements. There has been no change to the material aspects of the Company including its shareholder structure or control, and the Company’s operations continue to grow. The Company believes that any delisting determination should be based on the Company’s conduct, evidence developed through the Exchange’s review process, and the applicable listing standards and securities laws and regulations and the interest of its public shareholders.

According to the notice of Delisting Decision, the Company has the right to a review of the Delisting Decision by the Listings Qualifications Panel of the Committee for Review of the Board of Directors of the Exchange, provided that the Company’s request for such a review must be made by no later than June 19, 2026. The management of the Company is currently evaluating whether to request such review and assessing other appropriate options to protect the interests of Company’s shareholders and the Company.

The Company remains focused on its business operations and remains committed to maintaining high standards of corporate governance, compliance, and transparency. The Company will provide further updates as appropriate.

Forward-Looking Statements

Statements in this press release that are not historical facts, including statements regarding the Company’s expectations, intentions, plans, and available options with respect to the NYSE Regulation determination and any potential review process, are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and as that term is defined in the Private Securities Litigation Reform Act of 1995. The Company intends that such forward-looking statements be subject to the safe harbors created thereby. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that could cause the Company’s actual results to be materially different from its historical results or from any results expressed or implied by such forward-looking statements. 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.

Contact:

info@justen-marks.com.hk
services@wfsir.com

Filing Exhibits & Attachments

1 document

Press Releases

• EX-99.1 PRESS RELEASE, DATED JUNE 16, 2026 7.9 KB