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 June 2026
Commission File Number: 001-42004
NEWGENIVF GROUP LIMITED
36/39-36/40, 13th Floor, PS Tower
Sukhumvit 21 Road (Asoke)
Khlong Toei Nuea Sub-district
Watthana District, Bangkok 10110
Thailand
(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 ☐
EXPLANATORY NOTE
On June 4, 2026, NewGenIvf Group Limited
(the “Company”) announced that it had exercised its top-up option to acquire an additional 4% equity in PredicXion Group
Limited (a.k.a. K25.ai) (“K25.ai”, and such acquisition, the “Acquisition”). A copy of the press release
issued by the Company on June 4, 2026 is furnished as Exhibit 99.1 and the share purchase agreement with respect to the Acquisition
(“SPA”) is filed as Exhibit 10.1. The descriptions below are qualified in their entirety by reference to the full text
of those exhibits.
Share Purchase Agreement
Under the SPA, the Company will acquire a 4%
equity interest in K25.ai for aggregate consideration of US$4,000,000, consisting of (i) US$2,000,000 payable in cash or in digital
assets and (ii) 1,500,000 newly issued Class A ordinary shares of the Company. Upon
signing of the Share Purchase Agreement, the company will pay a cash deposit of US$300,000, and shall pay the balance of $1,700,000
by August 30, 2026. The closing of the transactions contemplated by the Share Purchase Agreement is subject to the satisfaction of customary
closing conditions.
Exemption from Registration
The Class A ordinary shares of the Company to
be issued as part of the consideration under the Share Purchase Agreement, and any Class A ordinary shares of the Company to be issued
upon any exercise of the Option, will be issued in reliance on the exemption from the registration requirements of the Securities Act
of 1933, as amended (the “Securities Act”), provided by Section 4(a)(2) of the Securities Act and/or Regulation S promulgated
thereunder, as a transaction by an issuer not involving any public offering. The Class A ordinary shares so issued will be “restricted
securities” within the meaning of Rule 144 under the Securities Act.
EXHIBIT INDEX
| Exhibit |
|
Description |
| 10.1 |
|
Share Purchase Agreement between NewGenIvf Group Limited and PredicXion Group Limited dated June 2, 2026 |
| 99.1 |
|
Press release |
SIGNATURE
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.
Date: June 4, 2026
| |
NewGenIvf Group Limited |
| |
|
|
| |
By: |
/s/ Wing Fung Alfred Siu |
| |
Name: |
Wing Fung Alfred Siu |
| |
Title: |
Chairman of the Board and Director |
Exhibit 99.1
NewGen Doubles Down on K25.ai with Additional
US$4 Million Stake and Adopts Digital Asset Treasury Strategy
NewGen’s 6% Stake in K25.ai Now Valued
at US$6 Million
Company will Leverage Expertise of K25.ai’s
Andy Cheung to Develop Digital Asset Treasury Strategy
BANGKOK, June 4, 2026 – NewGenIVF Group Limited (Nasdaq: NIVF)
(“NewGen” or the “Company”), a technology-driven, diversified growth company, today announced it has exercised its
top-up option to acquire an additional 4% equity interest in AI-native livestreaming prediction market platform K25.ai, raising its total
holding to 6%. The additional US$4 million investment, which supplements an initial US$2 million investment announced in May 2026, is
split evenly between cash and newly issued NewGen Class A ordinary shares.
With the additional investment, NewGen is formally adopting a Digital
Asset Treasury strategy designed to strengthen its reserve base, diversify strategic assets, and support long-term allocation into high-conviction
growth themes, including AI, digital assets and information markets. The Digital Asset Treasury strategy marks a further step in positioning
NewGen as a premier listed vehicle for the digital asset economy. The strategy is built on three core pillars:
| ● | Long-Term Reserve Accumulation – NewGen intends to selectively acquire and hold high-quality digital assets, including Bitcoin
(BTC) and Solana (SOL), as part of a disciplined long-term reserve strategy focused on balance sheet resilience and strategic asset growth. |
| ● | Disciplined Strategic Allocation – Reserve growth is expected to be funded through operating cash flow and, where value-accretive,
prudent use of capital markets. The Company intends to evaluate performance through long-term reserve growth, asset quality, and digital
assets held per share, rather than short-term market price movements. |
| ● | Institutional Custody and Risk-Controlled Yield – Digital asset holdings are expected to be safeguarded through institutional-grade
custody, governance, and risk controls. Where appropriate, the Company may evaluate conservative yield opportunities, including staking,
provided such activities are consistent with its long-term reserve strategy, risk framework, and applicable regulatory requirements. |
Andy Cheung to Lead NewGen’s
Digital Asset Treasury Strategy and AI and Prediction Market Allocation
To deepen strategic alignment with K25.ai and support NewGen’s
next phase of growth, NewGen plans to invite K25.ai Founder and CEO Andy Cheung, together with two other K25.ai co-founders, to join the
Company’s Board of Directors.
Mr. Cheung brings extensive public-company, digital asset, and technology
leadership experience, including prior experience in digital asset treasury strategy and listed-company value creation. His involvement
is expected to strengthen NewGen’s strategic execution as the Company advances its Digital Asset Treasury strategy and expands exposure
to next-generation growth sectors.
NewGen intends to use its Digital Asset Treasury strategy as a disciplined
strategic allocation framework, focusing on reserve diversification, long-term asset accumulation, and selective exposure to high-conviction
growth themes, including AI, digital assets, and information markets. Through this strategy, the Company aims to enhance its balance sheet
flexibility, support long-term shareholder value creation, and position itself as a listed platform with differentiated exposure to AI-powered
information market infrastructure.
K25.ai: Built for the AI Era of Information Markets
K25.ai is an AI-native prediction market purpose-built for Asia-Pacific.
Its proprietary AI engine generates dozens of hyper-specific markets in real time during live events - a capability legacy platforms lack.
The global prediction market sector processed over US$458 billion in volume in 2025, with leader Kalshi recently valued at US$22 billion;
Bernstein projects the category will reach US$1 trillion by 2030.
“NewGen exercising their top-up within weeks of the initial investment
speaks to the momentum we’re building,” said Andy Cheung, Founder and CEO of K25.ai. “Prediction markets are the next generation
of information infrastructure. Every major event, from elections to earnings to sports, will ultimately be priced through them. NewGen’s
deeper commitment gives us the strategic alignment to move faster on licensing, product, and market expansion across regions.”
A Compelling Value Proposition for Shareholders
NewGen’s 6% stake in K25.ai is valued at approximately US$6 million,
already exceeding the Company’s market capitalization as of June 3, 2026. In the Company’s view, the market is currently ascribing limited
value to NewGen’s remaining assets, revenue streams, and growth initiatives.
With K25.ai advancing toward regulatory licensing across multiple markets
and prediction-market adoption accelerating globally, the Company believes K25.ai’s valuation has meaningful room to re-rate, directly
benefiting NewGen’s balance sheet. NewGen also retains an option to acquire a further 4% of K25.ai, which would lift its total holding
to 10%.
About NewGenIVF Group Limited
NewGenIVF Group is a tech-forward, diversified, multi-jurisdictional
growth company pursuing opportunities across real estate development, digital asset innovation and reproductive health solutions. The
Company operates through “NewGenProperty,” focused on real estate development projects in the UAE’s Ras Al Khaimah Emirate;
“NewGenDigital,” focused on digital asset and DeFi solutions; and “NewGenSup,” focused on health and longevity
products and solutions. NewGenIVF’s legacy business involves IVF and assisted reproductive treatment services across Asia. To learn
more, visit www.nivf.global. The information contained on, or accessible through, NewGenIVF’s website is not incorporated by reference
into this press release and should not be considered part of this press release.
About K25.ai
K25.ai is an APAC-focused AI-native live streaming and watch-to-predict
platform. The platform combines real-time content, creator communities, AI-assisted event generation and prediction markets to transform
live streaming from a passive viewing experience into an interactive information market.
Through K25.ai, users can watch live content, follow creators, participate
in community discussions and engage with prediction events linked to real-world outcomes, sports, esports, entertainment, creator challenges
and culturally relevant APAC events in permitted markets. K25.ai uses AI-assisted tools to support event creation, content analysis, data
extraction, outcome monitoring and resolution workflows.
K25.ai is not offered to U.S. persons or to users located in Mainland
China, Hong Kong, Macau or other restricted jurisdictions. K25.ai intends to operate in accordance with applicable laws and regulations
in the markets where it is made available.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning
of Section 21E of the Securities Exchange Act of 1934, as amended, and the U.S. Private Securities Litigation Reform Act of 1995, identified
by terms such as “believe,” “expect,” “intend,” “plan,” “will,” “may,” “could,”
“potential,” “aim,” “project” and similar expressions. Such statements include, but are not limited to,
statements regarding: the Company’s planned adoption and implementation of a digital asset treasury strategy; the proposed appointment
of Mr. Andy Cheung and two other K25.ai co-founders to the Company’s Board of Directors; statements positioning the Company as a “premier
listed vehicle for the digital asset economy”; statements regarding K25.ai’s progress toward regulatory licensing, prediction-market
adoption and the Company’s belief that K25.ai’s valuation has “meaningful room to re-rate”; the third-party statistics and projections
referenced in this press release (including the US$458 billion 2025 volume figure, the Kalshi US$22 billion valuation reference and Bernstein’s
US$1 trillion 2030 projection); and the Company’s view that the market is “ascribing limited value” to NewGen’s remaining assets,
revenue streams and growth initiatives.
These statements are subject to risks and uncertainties that could
cause actual results to differ materially, including: digital asset price volatility, custody and cybersecurity risk, evolving regulation
of digital assets and staking, and dilution arising from capital markets funding of the digital asset treasury strategy; regulatory risk
specific to prediction-market and information-market products in K25.ai’s permitted jurisdictions; the risk that the proposed Board appointments
may not occur; the risk that referenced third-party statistics and projections are revised or do not translate into addressable opportunity;
the risk that K25.ai’s implied valuation is not realized and that the Company’s carrying value of its investment may be impaired; and
the risk that the market may not reflect the Company’s views as to NewGen’s value. Market-size estimates and third-party forecasts referenced
in this press release are based on external reports and are not guarantees of future performance. Additional risks are described in the
Company’s Annual Report on Form 20-F and other filings with the U.S. Securities and Exchange Commission.
All information in this press release is as of the date hereof. The
Company undertakes no obligation to update any forward-looking statement, except as required by applicable law.
This press release is for informational purposes only and does not
constitute an offer to sell or the solicitation of an offer to buy any securities of NewGen or K25.ai. K25.ai is not offered to U.S. persons
or to users located in Mainland China, Hong Kong, Macau or other restricted jurisdictions.
Contacts
NewGen Investor Relations Contact
ICR,
LLC
Robin Yang
Phone: +1 (212) 537-3847
Email: NewgenivfIR@icrinc.com
K25.ai Media Contact
media@k25.ai
K25.ai Investor Relations Contact
ir@k25.ai
