OCG shareholders approve major share capital hike and new bylaws

Rhea-AI Filing Summary

Oriental Culture Holding LTD reported that shareholders approved a major increase in its authorized share capital. The capital rises from $50,000 divided into 280,000,000 shares to $500,000 divided into 2,080,000,000 shares by creating 1,800,000,000 additional ordinary shares with a par value of $0.00025 each.

Shareholders also approved a change to the rules for adjourned shareholder meetings, allowing business to proceed with whoever is present at a properly adjourned meeting, limited to the business in the original notice. The company adopted a third amended and restated memorandum and articles of association to reflect the higher authorized share capital, the new adjourned meeting rules, and other minor housekeeping updates.

Insights

Equity & governance analyst

OCG greatly expands authorized shares and updates meeting rules, enabling future flexibility but not issuing shares now.

The company obtained shareholder approval to raise its authorized share capital from $50,000 divided into 280,000,000 shares to $500,000 divided into 2,080,000,000 shares, creating 1,800,000,000 new ordinary shares with a par value of $0.00025. This expands the maximum number of shares the company may issue but does not itself represent an issuance or cash transaction.

Shareholders also approved revised quorum mechanics for adjourned meetings, so that if a reconvened meeting still lacks a quorum within half an hour, the members then present will constitute a quorum for the limited business originally noticed. A third amended and restated memorandum and articles of association consolidates these changes and minor housekeeping edits. The actual impact for investors will depend on how many of the newly authorized shares the company chooses to issue in future transactions.

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 2025

Commission File Number: 001-39734

Oriental Culture Holding LTD.

Room 1310, Tower B, Harbour View Building

Eastern District, Hong Kong

(Address of principal executive office)

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 ☐

INFORMATION CONTAINED IN THIS FORM 6-K REPORT

Oriental Culture Holding LTD, a Cayman Islands Company (the “Company”) held an Extraordinary General Meeting (the “Extraordinary Meeting”) of shareholders at 10:00am on November 25, 2025, local time, at 4F, Building 30, Phase 1, Jiangsu Software Park, Xuanwu District, Nanjing City, Jiangsu Province, China. A quorum was present at the meeting as required by the Second Amended and Restated Memorandum and Articles of Association of the Company. At the Extraordinary Meeting, the shareholders of the Company approved: (i) the authorized share capital of the Company be increased from (a) $50,000 divided into 280,000,000 shares of which (x) 180,000,000 shares are designated as ordinary shares with a nominal or par value of $0.00025 per share and (y)100,000,000 shares are designated as preferred shares with a nominal or par value of $0.00005 per share, to (b) $500,000 divided into 2,080,000,000 shares of which (x) 1,980,000,000 shares are designated as ordinary shares with a nominal or par value of $0.00025 per share, and (y) 100,000,000 shares are designated as preferred shares with a nominal or par value of $0.00005 per share by creation of 1,800,000,000 ordinary shares with a nominal or par value of $0.00025 per share (the “Share Capital Increase”); (ii) the Article 18.2 of the Second Amended and Restated Articles of Association of the Company to be deleted in its entirety and replaced with the follows: If within half an hour from the time appointed for the meeting a quorum is not present, the meeting, if convened upon the requisition of Members, shall be dissolved. In any other case it shall stand adjourned to the same day in the next week, at the same time and place or to such other day and at such other time and place as the Directors may decide, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting, the Members present shall be a quorum, provided that no business shall be transacted at any adjourned meeting other than the business listed in the first written notice convening the meeting from which the adjournment took place. For the avoidance of doubt, any such adjourned meeting will not follow the quorum requirement as specified in Articles 16.1 or 18.1 (the “Change of Adjourned Meeting”); and (iii) the third amended and restated memorandum and articles of association of the Company (the “Third Amended and Restated M&A”), to reflect the above Share Capital Increase, Change of Adjourned Meeting and other minor housekeeping amendments.

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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.

	Oriental Culture Holding LTD
Date: November 26, 2025	By:	/s/ Yi Shao
	Name:	Yi Shao
	Title:	Chief Executive Officer

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FAQ

What did Oriental Culture Holding (OCG) shareholders approve at the November 2025 extraordinary meeting?

Shareholders approved a large increase in authorized share capital, a change to adjourned meeting quorum rules, and the adoption of a third amended and restated memorandum and articles of association reflecting these updates and minor housekeeping changes.

How much did OCG increase its authorized share capital?

OCG increased its authorized share capital from $50,000 divided into 280,000,000 shares to $500,000 divided into 2,080,000,000 shares, including the creation of 1,800,000,000 additional ordinary shares with a par value of $0.00025 per share.

Did Oriental Culture Holding (OCG) issue new shares or only increase authorization?

The update describes an increase in authorized share capital by creating 1,800,000,000 ordinary shares. It explains the maximum number of shares the company can issue but does not state that any specific number of new shares were issued in this event.

What change did OCG make to rules for adjourned shareholder meetings?

If a meeting is adjourned and, within half an hour of the appointed time, a quorum is still not present, the members then present will form a quorum, and only the business listed in the original notice can be transacted. The amendment also clarifies that this adjourned meeting rule does not follow the general quorum requirements in Articles 16.1 or 18.1.

What is the new par value structure for OCG ordinary and preferred shares?

After the changes, the authorized capital is $500,000 divided into 1,980,000,000 ordinary shares with a nominal or par value of $0.00025 per share and 100,000,000 preferred shares with a nominal or par value of $0.00005 per share.

What is the third amended and restated memorandum and articles of association for OCG?

The third amended and restated memorandum and articles of association incorporate the share capital increase, the adjourned meeting quorum change, and other minor housekeeping amendments, consolidating OCG's governing documents into an updated version.