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
