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 001-42483
TJGC
GROUP LIMITED
(Translation of registrant’s name into English)
Unit F, 12/F
Kaiser Estate
Phase 1
41 Man Yue Street
Hunghom, Kowloon, Hong Kong
(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
INFORMATION CONTAINED IN THIS REPORT ON FORM
6-K
Trading in the ordinary shares of TJGC Group Limited (the “Company”)
on the Nasdaq Capital Market was halted on May 15, 2026 by The Nasdaq Stock Market LLC (“Nasdaq”) under halt code “T12
— Additional Information Requested by Nasdaq,” pending the Company’s response to information requests issued by the Nasdaq
Listing Qualifications Department (the “Staff”) under Nasdaq Listing Rule 5250(a). The Staff’s inquiries related principally
to recent trading activity in the Company’s ordinary shares and to the Company’s registered follow-on offering that closed on April 16,
2026 (the “Follow-On Offering”).
The Company submitted written responses to the
Staff on May 18, 2026 and May 19, 2026. After the Company furnished its Report on Form 6-K dated May 21, 2026 announcing the 1-for-3
reverse stock split of its ordinary shares (the “Reverse Stock Split”), the Staff issued a further information request
relating to the Reverse Stock Split, to which the Company responded on May 26, 2026. Following its review of the Company’s
responses, the Staff has advised the Company that it has no further questions at this time. Nasdaq has further advised the Company
that the trading halt will be lifted and that trading in the Company’s ordinary shares is expected to resume at certain time
after 10:00 a.m. Eastern Time on June 3, 2026.
On June 3, 2026, the Company issued a press release regarding the resumption
of trading and the matters described above. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated by reference
into this Report.
EXHIBIT INDEX
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release of TJGC Group Limited, dated June 3, 2026, titled “TJGC Group Limited Announces Resumption of Trading on Nasdaq.” |
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 3, 2026 |
TJGC Group Limited |
| |
|
| |
By: |
/s/Guo Bin |
| |
Name: |
Guo Bin |
| |
Title: |
Chief Executive Office |
Exhibit 99.1
TJGC Group Limited Announces Resumption of Trading
on Nasdaq
HONG KONG, June 03, 2026 (GLOBE NEWSWIRE) --
TJGC Group Limited (Nasdaq: TJGC) (the “Company”) today announced that The Nasdaq Stock Market LLC (“Nasdaq”)
has advised the Company that trading in its ordinary shares, which was halted on May 15, 2026 under halt code “T12 — Additional
Information Requested by Nasdaq,” will resume at certain time after 10:00 a.m. Eastern Time on June 3, 2026.
The halt was imposed by the Nasdaq Listing Qualifications
Department (the “Staff”) under Nasdaq Listing Rule 5250(a) pending the Company’s response to information requests relating
to recent trading activity in the Company’s ordinary shares and to the Company’s registered follow-on offering that closed
on April 16, 2026 (the “Follow-On Offering”). The Company submitted written responses to the Staff on May 18, 2026 and May
19, 2026. After the Company furnished its Report on Form 6-K dated May 21, 2026 announcing the 1-for-3 reverse stock split of its ordinary
shares (the “Reverse Stock Split”), the Staff issued a further information request, to which the Company responded on May
26, 2026. Following its review of the Company’s responses, the Staff has advised the Company that it has no further questions at
this time.
Recent trading activity and the Follow-On Offering. Based
on its internal review, the Company is not aware of any undisclosed corporate development, material non-public information, or other Company-specific
event that would explain the recent trading activity in its ordinary shares. The Company believes the increase in price and volume that
began on or around April 15, 2026 most likely reflects publicly available information regarding the Follow-On Offering, including the
U.S. Securities and Exchange Commission’s declaration of effectiveness of the Company’s registration statement on Form F-1
and the Company’s announcement of the entry into related securities purchase agreement and closing of the Follow-on Offering.
Rationale for the Reverse Stock Split. The
Reverse Stock Split was initiated in response to a minimum bid price deficiency letter received by the Company from the Staff on March
26, 2026 under Nasdaq Listing Rule 5550(a)(2), and its implementation timetable was prepared by U.S. counsel independently of, and unrelated
to, the Follow-On Offering or the subsequent trading activity in the Company’s ordinary shares. Although the trading price of the
ordinary shares had risen above US$1.00 by the time the Reverse Stock Split was finalized, the Company’s board of directors determined
to proceed with the Reverse Stock Split in order to provide durable compliance with the minimum bid price requirement, and to avoid the
costs and disruption of having to recommence the same action in the future.
About TJGC Group Limited
TJGC Group Limited, through its subsidiary, Ctrl
Media Limited provides integrated marketing and advertising services in Hong Kong. The company offers services to mobile game developers,
principally developers of mobile gaming applications that gamers download from the developers’ websites and applicable mobile operating
systems, such as Apple Store or Android Google Play Store. It also uses digital media, such as online social media platforms, websites,
and search engines over the Internet to broadcast the advertising campaigns. In addition, the company undertakes contracts with YouTuber,
KOL, and local celebrities to film introductory gaming videos for broadcast in their personal blogs and social media platforms; offers
physical media, including podium platforms with transportation terminals and public venues to broadcast advertising campaigns; and assists
clients to plan and prepare their exhibition booths in the animation-comic-game and other offline marketing events. The company was formerly
known as Ctrl Group Limited and change its name to TJGC Group Limited in November 2025. TJGC Group Limited was incorporated in 2022 and
is based in Hung Hom, Hong Kong.
Forward Looking-Statements
Certain statements contained in this press release
about future expectations, plans and prospects, as well as any other statements regarding matters that are not historical facts, may constitute
“forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.These statements include,
but are not limited to, statements relating to the expected trading commencement and closing dates. The words “anticipate,”“believe,”“continue,”“could,”“estimate,”“expect,”“intend,”“may,”“plan,”“potential,”“predict,”“project,”“should,”
“target,” “will,” “would” and similar expressions are intended to identify forward-looking statements,
although not all forward-looking statements contain these identifying words. Actual results may differ materially from those indicated
by such forward-looking statements as a result of various important factors, including: the uncertainties related to market conditions
and other factors discussed in the “Risk Factors” section of the final prospectus filed with the SEC. For these reasons, among
others, investors are cautioned not to place undue reliance upon any forward-looking statements in this press release. Any forward-looking
statements contained in this press release speak only as of the date hereof, and TJGC specifically disclaims any obligation to update
any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law.
For more information, please contact:
Investor Relations
Ctrl Media Limited
Phone: +852-3107-4887
Email: project@ctrl-media.com
