Primega Group (PGHL) signs MOU for China liquor deal

Rhea-AI Filing Summary

Primega Group Holdings Limited has entered into a non-binding memorandum of understanding to acquire China Wangmao Liquor Industry Group Co. Limited. The MOU, dated August 18, 2025, outlines proposed terms for a future definitive collaboration agreement but does not yet create a binding obligation to complete the acquisition.

On the same day, the company is issuing a press release describing the principal proposed terms and conditions in more detail. The report also highlights that these plans involve forward-looking statements dependent on assumptions and subject to significant uncertainties and contingencies.

Insights

Cross-border M&A analyst

Primega signs a non-binding MOU for a potential China liquor acquisition.

Primega Group Holdings Limited has signed a non-binding memorandum of understanding to acquire China Wangmao Liquor Industry Group Co. Limited. The MOU only sets initial collaboration terms and a framework for negotiating a definitive agreement, so the transaction is still at an early, exploratory stage.

Because the terms are non-binding, there is no assurance the acquisition will close. Outcomes will depend on negotiating a definitive agreement and satisfying any conditions described more fully in the related press release dated August 18, 2025. Subsequent company disclosures would clarify structure, timing, and financial impact if the parties proceed.

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 August 2025

Commission File Number: 001-42181

Primega Group Holdings Limited

Room 2912, 29/F., New Tech Plaza

34 Tai Yau Street

San Po Kong

Kowloon, 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 REPORT ON FORM 6-K

Entry into Memorandum of Understanding

On August 18 2025, Primega Group Holdings Limited (the “Company”) entered into a memorandum of understanding (the “MOU”) regarding the acquisition of China Wangmao Liquor Industry Group Co. Limited. The MOU sets forth non-binding terms and conditions for the Collaboration and for entry into the definitive agreement for the Collaboration, which are described in further detail in the press release described below.

Issuance of Press Release

On August 18, 2025, the Company is issuing a press release announcing its entry into the MOU and describing the principal proposed terms and conditions set forth in the MOU.

Forward-Looking Statements

Matters discussed in this report may constitute forward-looking statements. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements, which are other than statements of historical facts. The words “believe,” “anticipate,” “intends,” “estimate,” “potential,” “may,” “should,” “expect” “pending” and similar expressions identify forward-looking statements. The forward-looking statements in this report are based upon various assumptions. Although we believe that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond our control, we cannot assure you that we will achieve or accomplish these expectations.

Exhibits

The following exhibit is included in this Form 6-K:

Exhibit Number		Description of Exhibit
99.1		Press release of the Company dated August 18, 2025

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.

	PRIMEGA GROUP HOLDINGS LIMITED
	By:	/s/ Tan Yu
	Name:	Tan Yu
	Title:	Chief Executive Officer, Chairman of the Board and Director

Date: August 19, 2025

FAQ

What did Primega Group Holdings (PGHL) announce in this 6-K filing?

Primega Group Holdings announced it signed a non-binding memorandum of understanding to acquire China Wangmao Liquor Industry Group Co. Limited, outlining proposed collaboration terms and a framework to negotiate a definitive acquisition agreement, with more details described in an accompanying August 18, 2025 press release.

Is Primega Group’s planned acquisition of China Wangmao Liquor Industry binding?

No, the memorandum of understanding between Primega Group and China Wangmao Liquor Industry Group Co. Limited is explicitly described as non-binding. It sets proposed terms and conditions for collaboration and serves as a basis for negotiating a future definitive agreement, which would be required to make the transaction binding.

What additional information does Primega Group (PGHL) provide about the MOU?

Primega Group states that the principal proposed terms and conditions of the memorandum of understanding are described in a press release dated August 18, 2025. That release, filed as Exhibit 99.1, provides further detail on the contemplated collaboration and the structure of the potential acquisition of China Wangmao Liquor Industry.

How does Primega Group describe forward-looking statements in this report?

Primega explains that statements about plans, objectives, strategies, future events, or performance are forward-looking and based on various assumptions. It notes these assumptions face significant uncertainties and contingencies beyond its control, so there is no assurance that expectations regarding the MOU or collaboration will be achieved.

Who signed the Primega Group 6-K related to the China Wangmao MOU?

The 6-K was signed on behalf of Primega Group Holdings Limited by Tan Yu, who is identified as Chief Executive Officer, Chairman of the Board, and Director. This signature indicates the filing is authorized at the top executive and board leadership level within the company.