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: 001-42016
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 May 8, 2026, Neo-Concept International Group Holdings Ltd (the “Company”) held the Company’s
Extraordinary General Meeting (the “EGM”) , amongst which, one item of business was acted upon by the Company’s shareholders
at the EGM, 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 30 June 2026 (the “Effective Date”):
(a)
every three (3) to every four hundred (400) issued and unissued shares (namely, both class A ordinary shares of par value US$0.0003125
each and class B ordinary shares of par value US$0.0003125 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 Amended and
Restated Memorandum and Articles of Association (the “Share Consolidation”), and that the board of directors of the Company
be and is hereby granted with fully 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 fully 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.
The Share Consolidation,
within the Range that every eight (8) issued and unissued shares of the Company of US$0.0003125 par value each be consolidated into one
(1) share of par value US$0.0025 each, will be reflected with the Nasdaq Capital Market and in the marketplace at the open of business
on May 19, 2026, whereupon the class A ordinary shares will continue trading under the symbol “NCI” and under the new CUSIP
Number of G6421C138.
On May 15, 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 May 15, 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: May 15, 2026 |
By: |
/s/ Eva Yuk Yin Siu |
|
Name: |
Eva Yuk Yin Siu |
| |
Title: |
Chief Executive Officer, Chairlady of the Board and
Director |
Exhibit
99.1
Neo-Concept
International Announces Share Consolidation
HONG KONG, May 15, 2026 (GLOBE NEWSWIRE) –
On May 8, 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 three (3) to every four hundred (400) issued and unissued shares (namely, both class A ordinary shares of par value US$0.0003125
each and class B ordinary shares of par value US$0.0003125 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 Amended and
Restated Memorandum and Articles of Association (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 30 June
2026.
The Share Consolidation , within the Range that
every eight (8) issued and unissued shares of the Company of US$0.0003125 par value each be consolidated into one (1) share of par value
US$0.0025 each, shall be reflected with the Nasdaq Capital Market and in the marketplace at the open of business on May 19, 2026, whereupon
the Class A ordinary shares will continue trading under the symbol “NCI” and under the new CUSIP Number of G6421C138.
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
