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
November, 2026
Commission File Number:
001-42016
Neo-Concept International
Group Holdings Ltd
(Registrant’s
Name)
10/F, Seaview
Centre
No.139-141 Hoi Bun
Road
Kwun Tong
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
☐
Submission of Matters to a Vote of Security
Holders.
As previously disclosed,
on October 29, 2026, Neo-Concept International Group Holdings Ltd (the “Company”) held the
Company’s Extraordinary General Meeting (the “EGM”) , amongst which, two items of business
were acted upon by the Company’s shareholders at the EGM, each of which was approved by the
shareholders, that with effect from such date and time to be determined by the board of directors of the
Company which in any event shall not be later than 31 December 2026 (the “Effective Date”):
(a)
every two (2) to every four hundred (400) issued and unissued shares (namely, both class A ordinary shares of
par value US$0.0025 each and class B ordinary shares of par value US$0.0025 each) in the share capital of the
Company (the “Range”), with the exact ratio to be set at a specific number within the Range to be
determined by the board of directors of the Company in their discretion by not later than the Effective Date
(the “Consolidation Ratio”), be consolidated into one (1) share (the “Consolidated
Share(s)”), and such Consolidated Share(s) shall have the rights and be subject to the restrictions set
out in the Third Amended and Restated Memorandum and Articles of Association of the Company (the “Share
Consolidation”), and that the board of directors of the Company be and is hereby granted with full
authority to determine the Consolidation Ratio by not later than the Effective Date;
(b)
all fractional Consolidated Share(s) will not be issued to the shareholders of the Company and the Company is,
to the extent permissible under applicable laws, regulations and the memorandum and articles of association of
the Company, authorised to round up any fractional shares resulting from the Share Consolidation such that
each shareholder will be entitled to receive one consolidated share in lieu of any fractional share that would
have resulted from the Share Consolidation
(c)
the board of directors of the Company be and is hereby granted with full authority to determine the Effective
Date failing which this resolution shall not take any effect;
(d)
each director of the Company (the “Director”) be, and hereby is, authorized, approved and
directed, on behalf of the Company, to execute such further documents and take such further actions as such
Director shall deem necessary, appropriate or advisable in order to carry out the intent and purposes of this
resolution, including without limitation, to cancel any old share certificate(s) and to issue and execute any
new share certificate(s) representing the consolidated shares of the Company, and any and all actions already
taken by such Director in connection with this resolution (including his/her prior execution and delivery of
any document by such Director) be ratified, approved and confirmed and adopted in all respects; and
(e)
the registered office provider of the Company be and is hereby instructed to make all such filings with the
Registrar of Companies in the Cayman Islands to implement and give effect to the matters approved herein.
In
addition, at the EGM the shareholders approved a second ordinary resolution granting the board of directors of
the Company a standing authority to effect one or more further share consolidations at any one time or on
multiple occasions during the period of two (2) years from the date of the EGM, subject to a cumulative
consolidation ratio cap of five hundred (500) to one (1) in the aggregate, which cap the Share Consolidation
does not count towards or consume.
The Share
Consolidation, within the Range that every eight (8) issued and unissued shares of the Company of US$0.0025
par value each be consolidated into one (1) share of par value US$0.02 each, will be reflected with the Nasdaq
Capital Market and in the marketplace at the open of business on November 10, 2026, whereupon the class A
ordinary shares will continue trading under the symbol “NCI” and under the new CUSIP Number of
G6421C146. Immediately prior to the Share Consolidation, the Company has 8,481,952 ordinary shares issued and outstanding,
comprising 8,341,952 Class A ordinary shares and 140,000 Class B ordinary shares. Upon the Share Consolidation becoming effective, the
Company will have approximately 1,060,246 ordinary shares issued and outstanding, comprising approximately 1,042,746 Class A ordinary
shares and 17,500 Class B ordinary shares, subject to adjustment as a result of the treatment of fractional shares in the Share Consolidation.
On November 2,
2026, the Company issued a press release announcing the Share Consolidation. The full text of the Press
Release is attached as Exhibit 99.1 to the Current Report on Form 6-K
Financial Statements and
Exhibits.
The following
exhibits are being filed herewith:
| Exhibit No. | | Description |
| 99.1 | | Press Release, dated November 2, 2026 |
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.
| | Neo-Concept International Group Holdings
Limited |
| | | |
| Date: November 2,
2026 | By: | /s/
Jiang Pengfei |
| | Name: | Jiang
Pengfei |
| | Title: | Chairman of the
Board and Chief Executive Officer |
2
Exhibit
99.1
Neo-Concept International Announces Share Consolidation
HONG KONG, November
2, 2026 (GLOBE NEWSWIRE) – On October 29, 2026, Neo-Concept International Group Holdings Ltd (the
“Company”) held the Company’s Extraordinary General Meeting (the “EGM”) ,
amongst which a share consolidation (the “Share Consolidation”) was approved by the shareholders,
whereby every two (2) to every four hundred (400) issued and unissued shares (namely, both class A ordinary
shares of par value US$0.0025 each and class B ordinary shares of par value US$0.0025 each) in the share
capital of the Company (the “Range”), with the exact ratio to be set at a specific number within
the Range to be determined by the board of directors of the Company in their discretion by not later than the
Effective Date (the “Consolidation Ratio”), be consolidated into one (1) share (the
“Consolidation Share(s)”), and such Consolidated Share(s) shall have the rights and be subject to
the restrictions set out in the Third Amended and Restated Memorandum and Articles of Association of the
Company (the “Share Consolidation”). The Share Consolidation was to be effective from such date
and time to be determined by the board of directors of the Company which in any event shall not be later than
31 December 2026.
The Share
Consolidation , within the Range that every eight (8) issued and unissued shares of the Company of US$0.0025
par value each be consolidated into one (1) share of par value US$0.02 each, shall be reflected with the
Nasdaq Capital Market and in the marketplace at the open of business on November 10, 2026, whereupon the Class
A ordinary shares will continue trading under the symbol “NCI” and under the new CUSIP Number of
G6421C146. Immediately prior to the Share Consolidation, the Company has 8,481,952 ordinary shares issued and outstanding,
comprising 8,341,952 Class A ordinary shares and 140,000 Class B ordinary shares. Upon the Share Consolidation becoming effective, the
Company will have approximately 1,060,246 ordinary shares issued and outstanding, comprising approximately 1,042,746 Class A ordinary
shares and 17,500 Class B ordinary shares, subject to adjustment as a result of the treatment of fractional shares in the Share Consolidation.
At the EGM, the
shareholders also approved a separate ordinary resolution granting the board of directors a standing
authority, for two (2) years from the date of the EGM, to effect one or more further share consolidations at a
ratio of up to five hundred (500) to one (1) in the aggregate, which cap the Share Consolidation does not
count towards or consume.
About
Neo-Concept International Group Holdings Limited
Neo-Concept
International Group Holdings Limited (“NCI”) is a one-stop apparel solution services provider. It
offers a full suite of services in the apparel supply chain, including market trend analysis, product design
and development, raw material sourcing, production and quality control, and logistics management, serving
customers located in the European and North American markets. It also sells its own branded fashion products
under the brand “Les100Ciels” through retail stores in the UK and UAE, as well as the e-commerce
platforms www.les100ciels.com and www.les100ciels.me.
NCI is dedicated to
minimizing its environmental footprint by implementing various eco-friendly practices. It prioritizes
recycling, clean processes, and traceable sourcing as part of its commitment to reducing environmental impact.
Additionally, NCI actively seeks sustainable solutions throughout the garment production process, aiming to
meet the needs of its customers in an environmentally responsible manner.
SAFE HARBOR
STATEMENT
Certain statements
in this announcement are forward-looking statements. These forward-looking statements involve known and
unknown risks and uncertainties and are based on the Company’s current expectations and projections
about future events that the Company believes may affect its financial condition, results of operations,
business strategy and financial needs. Investors can identify these forward-looking statements by words or
phrases such as
“may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “is/are
likely to,” “potential,” “continue” or other similar expressions. The Company
undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent
occurring events or circumstances, or changes in its expectations, except as may be required by law. Although
the Company believes that the expectations expressed in these forward-looking statements are reasonable, it
cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that
actual results may differ materially from the anticipated results and encourages investors to review other
factors that may affect its future results in the Company’s registration statement and other filings
with the SEC, which are available for review at www.sec.gov.
Enquiries:
Neo-Concept International Group Holdings Limited Investor Relations
Contact:
10/F, Seaview Centre
No.139-141 Hoi Bun Road
Kwun Tong, Kowloon, Hong Kong
(+852) 2798-8639
Email: ir@neo-ig.com
