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 October 2026
Commission
File Number: 001-42016
NEO-CONCEPT
INTERNATIONAL GROUP HOLDINGS LIMITED
(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 of Form 20-F or Form 40-F.
Form
20-F ☒ Form 40-F ☐
Entry
into Material Agreements; Closing of Regulation S Private Placement
On
October 22, 2026 (the “Signing Date”), Neo-Concept International Group Holdings Limited (the “Company”) entered
into a securities purchase agreement (the “Purchase Agreement”) with the purchasers named therein (each, a “Purchaser”),
pursuant to which the Company agreed to sell and issue an aggregate of 4,400,000 Class A ordinary shares of a par value of US$0.0025
each (the “Class A Ordinary Shares”) to the Purchasers at a purchase price of US$0.30 per share, for aggregate gross proceeds
of US$1,320,000, in a private placement (the “Private Placement”).
The
Private Placement was conducted exclusively in offshore transactions outside the United States to persons who are not “U.S. persons”
in reliance upon Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities Act”),
and the offering of the Class A Ordinary Shares was made pursuant to Category 2 of Rule 903 of Regulation S, with a 40-day distribution
compliance period. The Class A Ordinary Shares issued in the Private Placement have not been registered under the Securities Act, are
“restricted securities” within the meaning of Rule 144 under the Securities Act, and may not be offered or sold in the United
States or to, or for the account or benefit of, U.S. persons absent registration under the Securities Act or an applicable exemption
from the registration requirements thereof.
In
connection with the Private Placement, the Company entered into an introducer agreement, dated October 22, 2026 (the “Introducer
Agreement”), with Winbull Securities International (Hong Kong) Limited (the “Introducer Agent”), a corporation licensed
by the Securities and Futures Commission of Hong Kong, pursuant to which the Introducer Agent agreed to introduce prospective non-U.S.
investors to the Company. The Introducer Agent is not registered as a broker-dealer under the Securities Exchange Act of 1934, as amended,
did not offer or sell any securities to any U.S. person, and did not engage in any directed selling efforts in the United States in connection
with the Private Placement. The Introducer Agent is not purchasing any Class A Ordinary Shares and is not acting as an underwriter or
as an agent for the Purchasers. As compensation for its services, the Company agreed to pay the Introducer Agent a cash success fee equal
to 2.0% of the gross proceeds of the Private Placement.
The
closing of the Private Placement occurred on October 26, 2026, and the Company issued an aggregate of 4,400,000 Class A Ordinary Shares
to the Purchasers, raising gross proceeds of US$1,320,000 before deducting the Introducer Agent’s fee and other offering expenses
payable by the Company. The Company intends to use the net proceeds from the Private Placement for working capital and other general
corporate purposes.
The
foregoing summaries of the Purchase Agreement and the Introducer Agreement do not purport to set forth all of the terms thereof and are
qualified in their entirety by reference to the full text of such documents.
This
report shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of securities
in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under
the securities laws of any such state or other jurisdiction.
This
Form 6-K is hereby incorporated by reference into the Company’s registration statement on Form F-3, as amended (File No. 333-297635),
and shall be a part thereof from the date on which this report is furnished, to the extent not superseded by documents or reports subsequently
filed or furnished.
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: October 27, 2026 |
|
| |
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| By: |
/s/ Pengfei Jiang |
|
| Name: |
Pengfei Jiang |
|
| Title: |
Chairman of the Board and Chief Executive Officer |
|
