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 |
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By: |
/s/ Chun Kwok Stanley Ting |
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Chun Kwok Stanley Ting |
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Chief Executive Officer |
EXHIBIT INDEX
| Exhibit No. |
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Description |
| 99.1 |
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Press release, dated June 16, 2026. |
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
