TJGC Group (NASDAQ: MCTR) sets 1-for-3 share consolidation effective May 26

Rhea-AI Filing Summary

TJGC Group Limited is consolidating its ordinary shares on a one-for-three basis. Every three existing issued ordinary shares will automatically become one new Ordinary Share, reducing the number of issued shares from 30,300,000 to 10,100,000.

The consolidated shares will begin trading on the Nasdaq Capital Market on a split-adjusted basis at the opening of market on May 26, 2026, continuing under the symbol TJGC with a new CUSIP number G2588N116. No fractional shares will be issued; any fractional entitlement will be rounded up to the next whole share.

The board of directors approved this consolidation under the BVI Business Companies Act and the company’s memorandum and articles, so no shareholder vote is required. Authorized share capital and the nil par value of the ordinary shares remain unchanged.

Insights

Equity structure analyst

TJGC is implementing a 1-for-3 share consolidation that alters its share count but not its underlying value.

The company is combining every three issued ordinary shares into one Ordinary Share, cutting issued shares from 30,300,000 to 10,100,000. This type of move, often called a reverse split, changes the share count and likely per-share price, but not total equity.

The consolidation becomes effective for trading on Nasdaq on May 26, 2026, with a new CUSIP while retaining the TJGC symbol. No fractional shares will exist; positions that would have fractions are rounded up to a whole share, slightly increasing holdings for some small shareholders.

The board acted under BVI corporate law and the company’s governing documents without a shareholder vote. Authorized shares remain unlimited and par value stays nil, so the change affects only issued shares. The practical impact will depend on how the market responds once the split-adjusted trading begins.

Key Figures

Consolidation ratio: 1-for-3 shares Issued shares before consolidation: 30,300,000 shares Issued shares after consolidation: 10,100,000 shares +2 more

5 metrics

Consolidation ratio 1-for-3 shares Every three issued shares become one Ordinary Share

Issued shares before consolidation 30,300,000 shares Issued ordinary shares before consolidation

Issued shares after consolidation 10,100,000 shares Issued Ordinary Shares after consolidation

Effective trading date May 26, 2026 Date split-adjusted shares begin trading on Nasdaq

New CUSIP G2588N116 CUSIP for Ordinary Shares after consolidation

Key Terms

Shares Consolidation, BVI Business Companies Act, Nasdaq Capital Market, par value, +1 more

5 terms

Shares Consolidation financial

"approved a consolidation of all of the Company’s issued ordinary shares with no par value at an exchange ratio of one (1) ordinary share..."

BVI Business Companies Act regulatory

"Pursuant to the BVI Business Companies Act (Revised Edition, 2020) and the Company’s memorandum and articles of association..."

A legal framework that sets the rules for forming, running and dissolving companies incorporated in the British Virgin Islands, acting like a rulebook for corporate structure, ownership and governance. It matters to investors because it defines legal rights, liability protections, reporting obligations and how disputes or ownership changes are handled — similar to knowing a building’s blueprints and emergency exits before buying a condo in that jurisdiction.

Nasdaq Capital Market financial

"The Company’s Ordinary Shares will begin trading on the Nasdaq Capital Market (“Nasdaq”) on a split-adjusted basis..."

The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.

par value financial

"the par value of the ordinary shares, which is currently nil, will remain at nil after the Shares Consolidation is effected..."

Par value is the fixed amount printed on a bond or stock that represents its original value when issued. It’s like the face value of a coin or bill—what the issuer promises to pay back or the starting price of a stock—though it often doesn’t change with market prices. It matters because it helps determine certain financial details, like how much the company will pay back at maturity.

memorandum and articles of association regulatory

"and the Company’s memorandum and articles of association (the “M&A”), the Company’s Board of Directors is authorized..."

Memorandum and articles of association are the founding legal documents of a company: the memorandum sets out the company’s basic purpose and scope, while the articles act as its internal rulebook detailing how the company is run, who has what powers, and how decisions are made. For investors these documents matter because they define ownership rights, voting rules, limits on activities, and procedures for major changes—like a contract and rulebook that determine how their investment can be used and protected.

Form 6-K: How Foreign Companies Report to the SEC →

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 May 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 Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ☒        Form 40-F ☐

EXPLANATORY NOTE

On May 6, 2026, the board of directors (the “Board of Directors”) of TJGC Group Limited (the “Company”) approved a consolidation of all of the Company’s issued ordinary shares with no par value at an exchange ratio of one (1) ordinary share with no par value (the “Ordinary Shares”) for every three (3) issued ordinary shares with no par value (the “Shares Consolidation”). Pursuant to the BVI Business Companies Act (Revised Edition, 2020) and the Company’s memorandum and articles of association (the “M&A”), the Company’s Board of Directors is authorized to effect the Shares Consolidation without the approval of the Company’s shareholders. Accordingly, no shareholder vote, consent or approval is required or will be sought in respect of the Shares Consolidation.

The Company’s Ordinary Shares will begin trading on the Nasdaq Capital Market (“Nasdaq”) on a split-adjusted basis at the opening of market on May 26, 2026.

The Ordinary Shares will continue to trade on the Nasdaq under the trading symbol “TJGC” but will trade under the following new CUSIP number: G2588N116. The Shares Consolidation will reduce the number of issued ordinary shares with no par value of the Company from 30,300,000 issued ordinary shares with no par value to 10,100,000 Ordinary Shares. Every three (3) issued ordinary shares with no par value will be combined into and automatically become one (1) Ordinary Share as a result of the Shares Consolidation. No fractional shares will be issued in connection with the Shares Consolidation. Instead, the total number of shares to be received by any shareholder of the Company who would otherwise have been entitled to receive a fractional share will be rounded up to the next whole share. 

No amendment to the Company’s M&A will be required to be made in relation to the Shares Consolidation, as (i) the par value of the ordinary shares, which is currently nil, will remain at nil after the Shares Consolidation is effected, and (ii) the number of shares authorized to be issued under the Company’s M&A is unlimited and therefore will not be affected by the Shares Consolidation.

1

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.

Date: May 21, 2026

	TJGC Group Limited
	By:	/s/ Bin Guo
	Name:	Bin Guo
	Title:	Chief Executive Officer

2

FAQ

What share consolidation did TJGC Group Limited approve?

TJGC Group Limited approved a one-for-three consolidation of its ordinary shares. Every three existing issued ordinary shares will automatically become one new Ordinary Share, reducing the issued share count from 30,300,000 to 10,100,000 while keeping total equity fundamentally unchanged.

When will TJGC Group’s share consolidation take effect on Nasdaq for MCTR investors?

The share consolidation will take effect on Nasdaq at the opening of market on May 26, 2026. From that date, TJGC’s Ordinary Shares will trade on a split-adjusted basis, meaning investor account balances will reflect the new one-for-three consolidated share structure.

How are fractional shares handled in TJGC Group’s consolidation?

TJGC will not issue fractional shares as part of the consolidation. If a shareholder would otherwise be entitled to a fractional Ordinary Share, the total number of shares they receive will be rounded up to the next whole share, slightly increasing that holder’s position.

Does TJGC Group’s share consolidation change authorized share capital or par value?

The consolidation does not change authorized share capital or par value. The company’s memorandum and articles authorize an unlimited number of shares, which remains unchanged, and the par value of the ordinary shares stays nil both before and after the consolidation takes effect.

Was shareholder approval required for TJGC Group’s share consolidation?

Shareholder approval was not required for the consolidation. Under the BVI Business Companies Act and TJGC’s memorandum and articles, the board of directors is authorized to effect the share consolidation, so no shareholder vote, consent, or additional approval is being sought.

Will TJGC Group’s Nasdaq ticker or identification change after the consolidation?

The company’s shares will continue trading on Nasdaq under the symbol TJGC after consolidation. However, they will trade under a new CUSIP number, G2588N116, once split-adjusted trading begins on May 26, 2026, reflecting the updated share structure in market systems.