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 UNDER
THE
SECURITIES EXCHANGE ACT OF 1934
For
the month of June 2026
Commission
file number: 001-42862
KNOREX
Ltd.
(Exact
name of registrant as specified in its charter)
21
Merchant Road, #04-01
Singapore
058267
(Address
of Principal Executive Offices)
Indicate
by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
INFORMATION
CONTAINED IN THIS FORM 6-K REPORT
Item
1. Results of Extraordinary General Meeting and Change in Board Composition
On
June 24, 2026 (Singapore Time), KNOREX Ltd. (the “Company”) held an Extraordinary General Meeting (the “EGM”)
in a hybrid format, with a physical venue in Singapore and virtual attendance. A quorum was present in person or by proxy in accordance
with the Company’s Second Amended and Restated Memorandum of Association.
At
the EGM, the shareholders voted on four (4) ordinary resolutions. The final voting results for each resolution are set forth below.
Percentages indicate the proportion of votes cast “FOR” or “AGAINST” each resolution, excluding abstentions,
which are not counted as votes cast under Cayman Islands law.
RESOLUTION
1: REMOVAL OF DIRECTOR WILSON CHANDRA
RESOLVED
AS AN ORDINARY RESOLUTION that Mr. Wilson Chandra be and is hereby removed from office as a Director of the Company with immediate effect
upon the passage of this resolution at this EGM.
Votes
FOR: 34,212,695 (99.996%)
Votes
AGAINST: 1,405 (0.004%)
Votes
ABSTAIN: 0
Result:
Passed.
RESOLUTION
2: ELECTION AND APPOINTMENT OF DIRECTOR
RESOLVED
AS AN ORDINARY RESOLUTION that Mr. Kai Zhong be and is hereby elected and appointed as a Director of the Company with immediate effect
upon the passage of this resolution.
Votes
FOR: 34,076,070 (99.996%)
Votes
AGAINST: 1,405 (0.004%)
Votes
ABSTAIN: 136,625
Result:
Passed.
RESOLUTION
3: ELECTION AND APPOINTMENT OF DIRECTOR
RESOLVED
AS AN ORDINARY RESOLUTION that Mr. Lu Liu be and is hereby elected and appointed as a Director of the Company with immediate effect upon
the passage of this resolution.
Votes
FOR: 34,076,070 (99.996%)
Votes
AGAINST: 1,405 (0.004%)
Votes
ABSTAIN: 136,625
Result:
Passed.
RESOLUTION
4: ELECTION AND APPOINTMENT OF DIRECTOR
RESOLVED
AS AN ORDINARY RESOLUTION that Mr. Truong Vinh Phu Le be and is hereby elected and appointed as a Director of the Company with immediate
effect upon the passage of this resolution.
Votes
FOR: 34,214,040 (approximately 100%)
Votes
AGAINST: 5 (approximately 0.000%)
Votes
ABSTAIN: 0
Result:
Passed.
Accordingly,
Mr. Wilson Chandra was removed as a director of the Company effective upon the passage of Resolution 1 at the EGM. Immediately
following the EGM, the Board of Directors convened and resolved to place Mr. Chandra on administrative leave from his position
as President of the Company, effective immediately. Messrs. Kai Zhong, Lu Liu, and Truong Vinh Phu Le were elected and appointed
as directors of the Company effective upon the passage of Resolutions 2, 3 and 4, respectively.
Item
2. Current Board Composition and Board Committees
Immediately
following the EGM, the Board of Directors convened and reconstituted its committees as follows:
Audit
Committee:
| |
● |
Chair: Ms.
Qi Chang |
| |
● |
Members: Ms. Qi Chang,
Mr. Lu Liu, and Mr. Kai Zhong |
| |
● |
The Board designated Mr.
Lu Liu as the “audit committee financial expert” within the meaning of applicable SEC rules and the NYSE American Company
Guide. |
Nominating
& Governance Committee:
| |
● |
Chair: Mr. Kai Zhong |
| |
● |
Members: Mr. Kai Zhong, Ms. Qi Chang, and Mr. Lu Liu |
Compensation
Committee:
| |
● |
Chair: Mr. Lu Liu |
| |
● |
Members: Mr. Lu Liu, Ms. Qi Chang, and Mr. Kai Zhong |
The
Board has determined that Mr. Kai Zhong, Mr. Lu Liu and Ms. Qi Chang qualify as independent directors under the applicable rules of NYSE
American and the Company’s corporate governance standards. Mr. Lu Liu also qualifies as an audit committee financial expert under
applicable SEC rules.
Following
the actions taken at the EGM and the subsequent Board meeting, the Board of Directors consists of five (5) directors:
| |
1. |
Dr. Khar Heng Choo (Chairman) |
| |
2. |
Mr. Kai Zhong |
| |
3. |
Mr. Lu Liu |
| |
4. |
Ms. Qi Chang |
| |
5. |
Mr. Truong Vinh Phu Le |
The
Audit Committee consists of three independent directors, and the Company is in compliance with Section 803B(2)(c) of the NYSE American
Company Guide.
EXHIBITS
| Exhibit No. |
|
Description |
| 99.1 |
|
Biographies of Newly Appointed Directors |
Signature
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.
| |
KNOREX Ltd. |
| |
|
|
| |
By: |
/s/ Khar Heng Choo |
| |
Name: |
Khar Heng Choo |
| |
Title: |
Chairman of the Board of Directors and Chief Executive
Officer |
Date:
June 26, 2026
Exhibit
99.1
Biographies
of Newly Appointed Directors
Kai
ZHONG
Mr.
Zhong is an Australian solicitor with over 15 years of experience in corporate advisory, regulatory compliance, commercial transactions,
and dispute resolution. He currently practices at SNA Lawyers, where he advises clients on corporate governance, commercial law, regulatory
compliance, litigation, and cross-border legal matters. Mr. Zhong possesses significant experience in corporate compliance and risk management,
including advising businesses on AML/CTF obligations, AFSL compliance, governance frameworks, internal controls, and regulatory requirements.
He has also advised on commercial transactions, shareholder arrangements, financing documentation, and strategic business matters across
a broad range of industries. Prior to his legal career, Mr. Zhong operated a migration and consulting practice for more than a decade,
providing advisory services to international businesses and individuals navigating Australian regulatory and legal frameworks. Mr. Zhong
holds a Juris Doctor from the University of New South Wales and a Graduate Diploma of Legal Practice from the College of Law. He is admitted
as a Solicitor of the Supreme Court of New South Wales and is a NAATI-certified translator and interpreter.
Lu
LIU
Mr.
Liu has over 15 years of experience in accounting, taxation, financial reporting, and corporate advisory services. He is a Partner at
ATF Professionals, a Sydney-based accounting and business advisory firm, where he advises businesses on taxation, corporate compliance,
financial management, and strategic growth initiatives. Since becoming a Partner in 2014, Mr. Liu has advised more than 500 small and
medium-sized enterprises across Australia on corporate taxation, financial reporting, business structuring, governance, and regulatory
compliance. He also oversees a team of accounting professionals and has extensive experience assisting companies with financial controls,
risk management, and operational planning. Mr. Liu is a Certified Practising Accountant (CPA Australia), a Registered Tax Agent, and
an ASIC Registered Agent. His areas of expertise include corporate finance, accounting, taxation, governance, compliance, and strategic
business advisory services. Mr. Liu holds a Bachelor of Commerce (Accounting) from Macquarie University.
Truong
Vinh Phu LE
Mr.
Le Phu serves as the Vice President of Operations at KNOREX. As one of the founding members of KNOREX, and the founder of KNOREX Vietnam,
he oversees our Group operations and the day-to-day operation of our Vietnam office. Mr. Le is also the cofounder of AscendX, a recently
founded subsidiary of KNOREX that is focusing on helping apps and games apps publishers to improve their revenue optimisation and growth.
Mr. Le brings to KNOREX Group over 15 years of commercial and research experience and expertise. Mr. Phu’s deep expertise extends
across a diverse range of technical domains, including AI/ML, Natural Language Processing, Text Mining, Machine Translation, Information
Retrieval, and Computer Vision, where he was instrumental in shaping the early foundation of our Group’s innovation DNA. Mr. Le
started his career as a software engineer at Dirox, an established French company providing turn-key digital solutions in Vietnam. He
worked on the development and deployment of large-scale web applications utilizing a wide range of open-source technologies. His keen
interest in innovation led Mr. Le to pursue research and development work at one of Asia’s top universities—National University
of Singapore (NUS) where he specialized in Computer Vision.
