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 2026
Commission
File Number: 001-42618
Phoenix
Asia Holdings Limited
(Registrant’s
Name)
Workshop
B14, 8/F, Block B, Tonic Industrial Center, 19 Lam Hing Street, Kowloon Bay, Hong Kong
(Address
of Principal Executive Offices)
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 ☐
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Termination
of Stock Acquisition Agreement
As
previously reported in the Report on Form 6-K furnished by Phoenix Asia Holdings Limited (the “Company”) on May 4, 2026,
the Company entered into a Stock Acquisition Agreement dated May 4, 2026 (the “Stock Acquisition Agreement”) with ACEA Pharma,
Inc. (the “Target Company”) and ACEA Therapeutics, Inc. (the “Transferor”). Under the Stock Acquisition Agreement,
the Company would have acquired all of the issued and outstanding equity interests of the Target Company in exchange for 100,000,000
newly issued ordinary shares of the Company. Closing was subject to customary conditions and regulatory approvals, including the expiration
or termination of waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the receipt of any
required approval from The Nasdaq Stock Market LLC (“Nasdaq”).
Section
11.1(b) of the Stock Acquisition Agreement permits either the Company or the Transferor to terminate the agreement after November 2,
2026 (the “Outside Date”), if closing has not occurred on or before the Outside Date and the terminating party has not materially
breached the agreement, subject to the provisos in that section. Closing did not occur on or before the Outside Date. On November 3,
2026, the Company delivered written notice to the Transferor terminating the Stock Acquisition Agreement pursuant to Section 11.1(b),
effective as of the date of the notice. The Company believes it has not materially breached any provision of the Stock Acquisition Agreement
in a manner that would preclude it from exercising this termination right. As a result, the transactions contemplated by the Stock Acquisition
Agreement will not be consummated. The Company has expressly reserved all of its rights and remedies under the Stock Acquisition Agreement,
applicable law and otherwise.
Under
Section 11.2 of the Stock Acquisition Agreement, following a valid termination, the rights and obligations of the parties terminate and
are of no further force or effect, except that Articles XI, XII and XIII survive, and no party is released from any liability to another
party that arose under the Stock Acquisition Agreement before termination. The surviving provisions include New York governing law, exclusive
jurisdiction of the state and federal courts sitting in New York, New York, and a waiver of jury trial. The Stock Acquisition Agreement
does not provide for a termination fee and, except as otherwise provided therein, each party bears its own costs and expenses. As of
the date of this report, no ordinary shares of the Company have been issued to the Transferor, no equity interests of the Target Company
have been transferred to the Company, and no acquisition consideration has been paid by the Company under the Stock Acquisition Agreement.
Incorporation
by Reference
This
Report on Form 6-K is hereby incorporated by reference into the Company’s registration statement on Form S-8 (Registration Number
333-291901) and into each prospectus outstanding under that registration statement, to be a part thereof from the date on which this
report is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.
Forward-Looking
Statements
This
Report on Form 6-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. These statements are intended to be covered by the safe harbor provisions
of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements regarding the expected effects
of the termination of the Stock Acquisition Agreement and the outcome of any disputes or claims arising in connection with the termination.
Words such as “anticipate,” “believe,” “expect,” “intend,” “may,” “plan,”
“will” and similar expressions identify forward-looking statements. These statements are not guarantees of future performance
and involve risks and uncertainties that could cause actual results to differ materially. Such risks include the risk that the Transferor
or the Target Company disputes the termination or commences litigation, the costs and outcome of any proceeding, the effect of the termination
on the Company’s share price and business, and the risks discussed under “Risk Factors” in the Company’s Annual
Report on Form 20-F for the fiscal year ended March 31, 2026. Forward-looking statements speak only as of the date of this report. Except
as required by applicable law, the Company undertakes no obligation to update any forward-looking statement.
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.
| |
Phoenix
Asia Holdings Limited |
| |
|
|
| Date:
November 9, 2026 |
By: |
/s/
Chi Kin Kelvin Yeung |
| |
Name: |
Chi
Kin Kelvin Yeung |
| |
Title: |
Chief
Executive Officer |
