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 February, 2026
Commission File Number: 333-275242
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 ☐
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
On February 9, 2026, Neo-Concept International Group Holdings Ltd (the
“Company”) entered into Securities Purchase Agreements (the “Securities Purchase Agreements”) with several investors
named therein (the “Purchasers”), pursuant to which the Company agreed to issue and sell, in a best effort offering (the “Offering”),
a total of 14,850,000 Class A Ordinary Shares of par value $0.0003125 per share (the “Class A Ordinary Shares”) at the price
of $0.5454 per Class A Ordinary Share. The Securities Purchase Agreement contains customary representations and warranties and agreements
of the Company and the Purchasers and customary indemnification rights and obligations of the parties. The Offering was closed on February
11, 2026.
The Class A Ordinary Shares were offered pursuant to a registration
statement on Form F-1, as amended (Registration No. 333-288993,
“Form F-1”) originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on July 28, 2025. The
Form F-1 was declared effective on February 9, 2026. The final prospectus was filed on February 11, 2026.
The Company engaged D. Boral Capital LLC (“D. Boral”) as
the lead placement agent and uSmart Securities Limited as the joint placement agent (“uSmart,” together with D. Boral, the
“Placement Agents”) in the Offering pursuant to a Placement Agency Agreement dated February 9, 2026 (the “Placement
Agency Agreement”), by and between the Company and the Placement Agents. The Company agreed to pay D. Boral a cash fee equal to
five percent (5.0%) of the gross proceeds raised in the Offering. The Company also agreed to reimburse the Placement Agents for its reasonable
and documented out-of-pocket costs and expenses of up to $100,000. The Placement Agency Agreement contains customary conditions to closing,
representations and warranties of the Company, and termination rights of the parties, as well as certain indemnification obligations of
the Company and ongoing covenants for the Company.
The
Company intends to use the net proceeds of this offering for expanding its business and for general administration and working capital.
The
foregoing description of the Placement Agency Agreement and the Securities Purchase Agreements qualified in their entirety by reference
to the Placement Agency Agreement and the form of Securities Purchase Agreements, which are attached hereto as Exhibit 10.1 and
10.2, respectively, to this Report of Foreign Private Issuer on Form 6-K (this “Report”), and which are incorporated herein
in their entirety by reference.
Pursuant to the Offering, on February 9, 2026, the Company issued a
press release announcing the pricing of the Offering. A copy of the press release announcing the pricing of the Offering is furnished
as Exhibit 99.1 hereto. On February 11, 2026, the Company issued a press release announcing the closing of the Offering. A copy of the
press release announcing the closing of the Offering is furnished as Exhibit 99.2 hereto.
This Report contains forward-looking
statements. Forward-looking statements include, but are not limited to, statements that express our intentions, beliefs, expectations,
strategies, predictions or any other statements related to our future activities, future events or conditions. These statements are based
on current expectations, estimates and projections about the Company’s business based, in part, on assumptions made by management.
These statements are not guarantees of future performances and involve risks, uncertainties and assumptions that are difficult to predict.
Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in the forward-looking statements due
to numerous factors, including those risks discussed in the Registration Statement, and in other documents the Company files from time
to time with the Commission. Any forward-looking statements speak only by the date on which they are made, and the Company undertakes
no obligation to update any forward-looking statement to reflect events or circumstances after the date of this Report, except as required
by law.
Financial Statements and Exhibits.
The following exhibits are
being filed herewith:
| Exhibit No. |
|
Description |
| 10.1 |
|
Placement Agency Agreement dated February 9, 2026 |
| 10.2* |
|
Form of Securities Purchase Agreements |
| 99.1 |
|
Press Release, dated February 9, 2026 |
| 99.2 |
|
Press Release, dated February 11, 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 Ltd |
| |
|
|
| Date: February 11, 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 Group Holdings Limited Announces Pricing
of Approximately US$8.1 Million Public Offering of Class A Ordinary Shares
Hong Kong, Feb. 09, 2026 (GLOBE NEWSWIRE) -- Neo-Concept
International Group Holdings Limited (Nasdaq: NCI) (the “Company”), a one-stop apparel solution services provider, today announced
the pricing of its public offering on February 9, 2026 of 14,850,000 Class A ordinary shares at a public offering price of $0.5454 per
Class A ordinary share (the “Offering”).
Gross proceeds, before deducting placement agent fees and other offering
expenses, are expected to be approximately $8.1 million. The offering is expected to close on February 11, 2025, subject to customary
closing conditions. The Company intends to utilize the net proceeds from the Offering for expanding its business and for general working
capital.
D. Boral Capital LLC is acting as the lead placement agent and uSmart
Securities Limited is acting as joint placement agent (together with D. Boral Capital LLC, the “Placement Agents”) in connection
with this Offering. Loeb & Loeb LLP is acting as U.S. legal counsel to the Company and Mclaughlin & Stern, LLP is acting as legal
counsel to the Placement Agents for the Offering.
The securities described above are being offered pursuant to a registration
statement on Form F-1, as amended (File No. 333-288993) (the “Registration Statement”), which was declared effective by the
Securities and Exchange Commission (the “SEC”) on February 9, 2025. The Offering is being made only by means of a prospectus
which is a part of the Registration Statement. Before you invest, you should read the prospectus and other documents the Company has filed
or will file with the SEC for more information about the Company and the Offering. You may get these documents for free by visiting EDGAR
on the SEC Web site at www.sec.gov. Electronic copies of the final prospectus may be obtained, when available, from D. Boral Capital
LLC at info@dboralcapital.com, or by calling +1 (212) 970-5150.
This press release has been prepared for informational purposes only
and shall not constitute an offer to sell or the solicitation of an offer to buy any securities, and no sale of these securities may be
made in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under
the securities laws of any such state or other jurisdiction.
Forward-Looking Statements
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.
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 apparel products under the brand “Les100Ciels”
through retail stores in UK and the UAE as well as the e-commerce platform www.les100ciels.com.
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. For more information, visit the Company’s website at www.neo-ig.com.
For enquiry, please contact:
Neo-Concept International Group Holdings Limited
10/F, Seaview Centre
No.139-141 Hoi Bun Road
Kwun Tong, Kowloon, Hong Kong
(+852) 2798-8639
Email: ir@neo-ig.com
Exhibit 99.2
Neo-Concept
International Group Holdings Limited Announces Closing of Approximately US$8.1 Million Public Offering of Class A Ordinary Shares
Hong
Kong, Feb. 11, 2026 (GLOBE NEWSWIRE) -- Neo-Concept International Group Holdings Limited (Nasdaq: NCI) (the “Company”),
a one-stop apparel solution services provider, today announced the closing of its public offering on February 11, 2026 of 14,850,000
Class A ordinary shares at a public offering price of $0.5454 per Class A ordinary share (the “Offering”).
Gross
proceeds, before deducting placement agent fees and other offering expenses, were approximately $8.1 million. The Company
intends to utilize the net proceeds from the Offering for expanding its business and for general working capital.
D.
Boral Capital LLC acted the lead placement agent and uSmart Securities Limited acted joint placement agent (together with
D. Boral Capital LLC, the “Placement Agents”) in connection with this Offering. Loeb & Loeb LLP acted U.S. legal
counsel to the Company and Mclaughlin & Stern, LLP acted legal counsel to the Placement Agents for the Offering.
The
securities described above were offered pursuant to a registration statement on Form F-1, as amended (File No. 333-288993) (the
“Registration Statement”), which was declared effective by the Securities and Exchange Commission (the “SEC”)
on February 9, 2025. The Offering was made only by means of a prospectus which is a part of the Registration Statement. Before you
invest, you should read the prospectus and other documents the Company has filed or will file with the SEC for more information about
the Company and the Offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Electronic
copies of the final prospectus may be obtained, when available, from D. Boral Capital LLC at info@dboralcapital.com, or by calling
+1 (212) 970-5150.
This
press release has been prepared for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer
to buy any securities, and no sale of these securities may be made in any state or jurisdiction in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
Forward-Looking
Statements
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.
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 apparel products under the brand “Les100Ciels” through retail stores in UK and the UAE as well as the e-commerce
platform www.les100ciels.com.
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.
For more information, visit the Company’s website at www.neo-ig.com.
For
enquiry, please contact:
Neo-Concept
International Group Holdings Limited
10/F,
Seaview Centre
No.139-141
Hoi Bun Road
Kwun
Tong, Kowloon, Hong Kong
(+852)
2798-8639
Email:
ir@neo-ig.com
