Multi Ways Holdings (NASDAQ: MWG) okays super-voting shares, staggered board and reverse split range

Rhea-AI Filing Summary

Multi Ways Holdings Limited reported the results of its annual shareholder meeting, where all proposals were approved with a quorum of 34,211,519 ordinary shares, or approximately 66.65% of the 51,330,000 shares outstanding as of October 3, 2025.

Shareholders approved creating a classified board with three classes of directors serving staggered three-year terms and re-appointed five incumbent directors. They also approved appointing Onestop Assurance PAC as independent auditor for the fiscal year ending December 31, 2025, and an amended 2024 Equity Incentive Plan authorizing up to 7,700,000 ordinary shares.

Investors approved a major capital structure change, re-designating the currently authorized 10,000,000,000 ordinary shares into Class A and super-voting Class B ordinary shares plus preferred shares, and reclassifying the 51,330,000 issued shares into 41,330,000 Class A and 10,000,000 Class B shares. MWE Investments Limited will hold 10,584,800 Class A shares and 10,000,000 Class B shares. Shareholders also authorized a future share consolidation within a one-for-two to one-for-fifty range, approved a 4.4% equity sale in Blissful Link Investments Limited to CEO Lim Eng Hock, and authorized potential adjournment of the meeting if needed.

Positive

• None.

Negative

• Concentration of voting power: Adoption of Class B ordinary shares with 50 votes per share and reclassification of 10,000,000 issued shares into this class, with MWE Investments Limited holding all 10,000,000 Class B shares alongside 10,584,800 Class A shares.
• Reduced board accountability: Creation of a classified board with three director classes serving staggered three-year terms, meaning only one class is elected at each annual meeting starting in 2026.
• Potential equity dilution: Approval of an amended 2024 Equity Incentive Plan authorizing issuance of up to 7,700,000 ordinary shares under the plan.
• Reverse split flexibility: Authorization for a share consolidation at a ratio between one-for-two and one-for-fifty, with the exact ratio determined later by the board within one year.

Insights

Corporate governance and capital structure analyst

Shareholders approved a staggered board, super-voting shares, a large equity plan, and a flexible reverse split authorization.

The company received shareholder approval for a classified board, splitting directors into three classes with three-year terms, so only one class stands for election each year beginning in 2026. This structure typically reduces the frequency at which shareholders can change board control. Five existing directors, including senior leadership, were re-appointed with similar vote tallies, indicating broad support among voting shareholders.

A key change is the re-designation of authorized share capital into multi-class stock: up to 8,000,000,000 Class A ordinary shares with one vote per share, 1,000,000,000 Class B ordinary shares with fifty votes per share, and 1,000,000,000 preferred shares. The 51,330,000 issued ordinary shares are being reclassified into 41,330,000 Class A and 10,000,000 Class B shares. MWE Investments Limited, which held 20,584,800 ordinary shares, will hold 10,584,800 Class A shares and 10,000,000 Class B super-voting shares after the change.

Shareholders also approved an amended 2024 Equity Incentive Plan authorizing up to 7,700,000 ordinary shares and a share consolidation authority allowing a reverse split between one-for-two and one-for-fifty, with the exact ratio to be set by the board within one year. These measures give the board significant flexibility over future share count and voting control, while a 4.4% equity sale in Blissful Link Investments Limited to CEO Lim Eng Hock and an adjournment authorization were also approved. The overall impact on existing investors will depend on how the new voting structure, incentive shares, and any future share consolidation are implemented.

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 December 2025

Commission File Number:001-41669

Multi Ways Holdings Limited

3E Gul Circle

Singapore 629633

(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 ☐

The annual meeting of the stockholders of Multi Ways Holdings Limited was held on November 26, 2025, at 2:00 p.m., Singapore Time (November 26, 2025, at 1:00 a.m. Eastern Time), at the principal office of the Company located at 3E Gul Circle, Singapore 629633.

Holders of 34,211,519 ordinary shares of the Company were present in person or by proxy at the General Meeting, representing approximately 66.65% of the 51,330,000 outstanding ordinary shares as of the record date of October 3, 2025, and therefore constituting a quorum of at least one-third of the ordinary shares outstanding and entitled to vote at the General Meeting as of the record date. All matters voted on at the General Meeting were approved. The final voting results for each matter submitted to a vote of shareholders at the meeting are as follows:

		For				Against				Abstain
Proposal 1: By a special resolution, amend and restate the memorandum and articles of association of the company to (i) create a board with three classes of directors, each class as nearly equal in number as the then total number of directors permits, and (ii) set the term of each class of directors at three years, although as part of the process of setting up a staggered board, the initial terms of two classes of directors elected at this Meeting would be set at one year and two years, respectively. At each succeeding Annual General Meeting of shareholders beginning in 2026, the terms of one class of directors would expire and their successors would be elected to full three-year terms.			34,152,656				58,873				0
Proposal 2: By an ordinary resolution, re-appoint five directors, Lim Eng Hock, Lee Noi Geck, Chan Chin Hoong, Wong Gang, and Tan Kok Chuah, to serve on the Company’s board of directors.
Lim Eng Hock			32,091,954				2,119,565				0
Lee Noi Geck			32,091,954				2,119,565				0
Chan Chin Hoong			32,091,954				2,119,565				0
Wong Gang			32,091,954				2,119,565				0
Tan Kok Chuah			32,091,954				2,119,565				0
Proposal 3: By an ordinary resolution, to approve the appointment of Onestop Assurance PAC as the Company’s independent registered public accounting firm for the fiscal year ending in December 31, 2025.			32,129,699				2,081,820				0
Proposal 4: By an ordinary resolution, amend and restate the Company’s 2024 Equity Incentive Plan (the “2024 Incentive Plan”) and authorize the issuance of up to 7,700,000 Ordinary Shares (which will be re-designated as Class A Ordinary Shares if Proposal Five is approved) under the 2024 Incentive Plan.			32,073,131				2,138,388				0
Proposal 5: By a special resolution, (i) re-designate and re-classify the currently authorized ordinary shares from 10,000,000,000 shares, of a par value of $0.00025 each (“Ordinary Shares”), to (x) 8,000,000,000 class A ordinary shares, of a par value of $0.00025 each (1 vote per share) (“Class A Ordinary Shares”), (y) 1,000,000,000 class B ordinary shares, of a par value of $0.00025 each (50 votes per share) (“Class B Ordinary Shares”), and (z) 1,000,000,000 unissued shares of a par value of $0.00025 each into 1,000,000,000 unissued preferred shares of a par value of $0.00025 each (“Preferred Shares”), and re-designate and re-classify the currently issued 51,330,000 Ordinary Shares to 10,000,000 Class B Ordinary Shares, 41,330,000 Class A Ordinary Shares and 0 Preferred Shares, on a one for one basis. MWE Investments Limited currently holds 20,584,800 Ordinary Shares. After the re-designation and re-classification, the shareholding of MWE Investments Limited and all other shareholders is as follows:			32,058,363				2,151,456				0

Name of Shareholder		Number of existing ordinary shares held				Number and class of shares to be held after the re-designation and re-classification
MWE Investments Limited			20,584,800			10,584,800 Class A Ordinary Shares 10,000,000 Class B Ordinary Shares
All other shareholders			30,745,200			30,745,200 Class A Ordinary Shares
Total			51,330,000			41,330,000 Class A Ordinary Shares 10,000,000 Class B Ordinary Shares

(ii) amend and restate the memorandum and articles of association of the company to reflect the foregoing multi-class share structure and to set out the rights and privileges of the Class A Ordinary Shares, Class B Ordinary Shares, and Preferred Shares.
Proposal 6: By an ordinary resolution, to approve a share consolidation of the Company’s issued and unissued Ordinary Shares at a ratio of not less than one (1)-for-two (2) and not more than one (1)-for-fifty (50) (the “Range”), with the exact ratio to be set at a whole number within this Range to be determined by the Board in its sole discretion within one year after the date of passing of these resolutions (the “Share Consolidation”). Fractional shares shall be rounded up to the next whole share.			32,082,860				2,128,659				0
Proposal 7: By an ordinary resolution, to approve the sale of 4.4% equity interest in Blissful Link Investments Limited held by the Company to its Mr. Lim Eng Hock, the Executive Director, Chairman and Chief Executive Officer of the Company.			32,081,637				2,129,882				0
Proposal 8: By an ordinary resolution, adjourn the Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of Proposals One to Seven.			32,061,831				2,149,688				0

A copy of the Amended and Restated 2024 Equity Incentive Plan is filed as Exhibit 10.1 to this report.

A copy of the Third Amended and Restated Memorandum of Association is filed as Exhibit 3.1 to this report.

2

EXHIBIT INDEX

Exhibit No.		Description
3.1		Third Amended and Restated Memorandum of Association
10.1		Amended and Restated 2024 Equity Incentive Plan

3

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.

	Multi Ways Holdings Limited
Date: December 4, 2025	By:	/s/ Lim Eng Hock
	Name:	Lim Eng Hock
	Title:	Chief Executive Officer, Executive Director and Chairman of the Board

4

FAQ

What did Multi Ways Holdings Limited (MWG) shareholders approve at the November 26, 2025 meeting?

Shareholders approved all proposals, including creating a classified board, re-appointing five directors, appointing Onestop Assurance PAC as auditor for the year ending December 31, 2025, amending the 2024 Equity Incentive Plan, adopting a multi-class share structure with Class A, Class B, and preferred shares, authorizing a future share consolidation within a defined range, approving the sale of a 4.4% stake in Blissful Link Investments Limited to CEO Lim Eng Hock, and allowing potential adjournment of the meeting if needed.

How many Multi Ways Holdings Limited (MWG) shares were represented at the 2025 annual meeting and what was the quorum?

Holders of 34,211,519 ordinary shares were present in person or by proxy, representing approximately 66.65% of the 51,330,000 outstanding ordinary shares as of the October 3, 2025 record date, which met the requirement of at least one-third of the ordinary shares outstanding and entitled to vote.

What changes were made to Multi Ways Holdings Limited’s (MWG) share structure?

The currently authorized 10,000,000,000 ordinary shares were re-designated into 8,000,000,000 Class A ordinary shares with one vote per share, 1,000,000,000 Class B ordinary shares with fifty votes per share, and 1,000,000,000 preferred shares. The 51,330,000 issued ordinary shares were reclassified into 41,330,000 Class A ordinary shares and 10,000,000 Class B ordinary shares.

How will MWE Investments Limited’s holdings change after Multi Ways Holdings’ reclassification?

MWE Investments Limited, which held 20,584,800 ordinary shares, will hold 10,584,800 Class A ordinary shares and 10,000,000 Class B ordinary shares after the re-designation and reclassification.

What is the size of the Amended and Restated 2024 Equity Incentive Plan at Multi Ways Holdings (MWG)?

Shareholders approved an amended and restated 2024 Equity Incentive Plan authorizing the issuance of up to 7,700,000 ordinary shares (to be re-designated as Class A ordinary shares if the multi-class share proposal is approved) under the plan.

What share consolidation did Multi Ways Holdings Limited (MWG) shareholders authorize?

Shareholders approved a share consolidation of issued and unissued ordinary shares at a ratio of not less than one-for-two (1:2) and not more than one-for-fifty (1:50). The exact whole-number ratio within this range may be determined by the board in its sole discretion within one year after the approval date, with fractional shares to be rounded up to the next whole share.

What related-party transaction involving Blissful Link Investments Limited did Multi Ways Holdings (MWG) shareholders approve?

Shareholders approved the sale of a 4.4% equity interest in Blissful Link Investments Limited, held by the company, to Mr. Lim Eng Hock, who is the Executive Director, Chairman, and Chief Executive Officer of Multi Ways Holdings Limited.