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 September 2026
Commission
File Number: 001-42952
PHAOS
TECHNOLOGY HOLDINGS (CAYMAN) LTD
55
Ayer Rajah Crescent #05-05
Singapore
139949
(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 ☐
As
previously disclosed in the Current Report on Form 6-K of Phaos Technology Holdings (Cayman) Ltd (the “Company”) filed with
the U.S. Securities and Exchange Commission on September 4, 2026, at an extraordinary general meeting held on August 31, 2026 (the “Meeting”),
the shareholders approved a reverse split of all of the Company’s authorized and issued Class A ordinary shares and Class
B ordinary shares, at a ratio of 1-for-15.
On
September 14, 2026, the Board of Directors of the Company approved a reverse split of all of the Company’s authorized
and issued Class A ordinary shares and Class B ordinary shares at a ratio of one-for-fifteen (1-for-15) (the “Reverse Stock Split”).
The
Reverse Stock Split will reduce the number of outstanding Class A ordinary shares of the Company from approximately 16,446,750 shares
to approximately 1,096,450 shares and will reduce the number of outstanding Class B ordinary shares of the Company from approximately
15,125,251 shares to approximately 1,008,350 shares. Every fifteen (15) outstanding Class A ordinary shares will be combined into and
automatically become one post-Reverse Stock Split Class A ordinary share. Every fifteen (15) outstanding Class B ordinary shares will
be combined into and automatically become one post-Reverse Stock Split Class B ordinary share. No fractional shares will be issued in
connection with the Reverse Stock Split. Instead, the Company will issue one full post-Reverse Stock Split Class A ordinary share or
Class B ordinary share, as applicable, to any shareholder who would have been entitled to receive a fractional share as a result of the
process. As a result of the Reverse Stock Split, the par value of the Class A ordinary shares and Class B ordinary shares will be increased
to $0.0015 per share and the number of authorized ordinary shares will be reduced to 6,666,666,666,667 ordinary shares, comprising of
6,333,333,333,333 Class A ordinary shares and 333,333,333,334 Class B ordinary shares.
Upon
the opening of the market on October 12, 2026, the Company’s Class A ordinary shares will begin trading on the NYSE American
on a post-Reverse Stock Split basis under the current symbol “POAS”. The new CUSIP number following the Reverse Stock Split
is G7049C120.
The
Company believes that the Reverse Stock Split is in the best interest of the Company and its shareholders and is being undertaken for
proper corporate purposes.
In
connection with the Reverse Stock Split, the Company amended and restated its memorandum and articles of association to reflect the adjustment
of the number of authorized ordinary shares and the par value. Attached to this report on Form 6-K (this “Report”) as Exhibit
1.1 is a copy of such amended and restated memorandum and articles of association.
Attached
to this Report as Exhibit 99.1 is a copy of the press release dated September 28, 2026 titled “Phaos Technology Holdings (Cayman)
Ltd Announces 1-for-15 Reverse Stock Split Effective October 12, 2026”
Exhibit
Index
| Exhibit
No. |
|
Description |
| 1.1 |
|
Amended and Restated Memorandum and Articles of Association |
| 99.1 |
|
Press Release dated October 2, 2026, titled Phaos Technology Holdings (Cayman) Ltd Announces 1-for-30 Reverse Stock Split Effective October 12, 2026 |
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.
| Date:
October 2, 2026 |
Phaos
Technology Holdings (Cayman) Limited |
| |
|
| |
By: |
/s/
Gan Hong Loon |
| |
Name: |
Gan
Hong Loon |
| |
Title: |
Director,
Chief Financial Officer, and Interim Chief Executive Officer |
Exhibit
99.1
Phaos
Technology Holdings (Cayman) Limited Announces One-for-Fifteen Reverse Stock Split
SINGAPORE,
October 02, 2026 (GLOBE NEWSWIRE) — Phaos Technology Holdings (Cayman) Limited,
(NYSE American: POAS), (“Phaos” or “the Company”), an advanced microscopy solutions headquartered in Singapore,
today announces reverse stock split.
At
the Company’s extraordinary general meeting of shareholders held on August 31, 2026, the Company’s shareholders approved
a reverse stock split of the Company’s issued and outstanding Class A ordinary shares and Class B ordinary shares at a ratio of
one-for-fifteen (the “Reverse Stock Split”). As a result of the Reverse Stock Split, every fifteen (15) Class A ordinary
shares of par value US$0.0001 each will be consolidated into one (1) Class A ordinary share of par value US$0.0015, and every fifteen
(15) Class B ordinary shares of par value US$0.0001 each will be consolidated into one (1) Class B ordinary share of par value US$0.0015.
No fractional shares will be issued in connection with the Reverse Stock Split; any fractional shares that would otherwise result will
be rounded up to the nearest whole share. The Reverse Stock Split will not affect any shareholder’s proportionate ownership interest
in the Company, except for minor changes arising from the rounding of fractional shares. The Reverse Stock Split is expected to become
effective on October 12, 2026.
About
Phaos Technology Holdings (Cayman) Limited
Phaos
Technology Holdings (Cayman) Limited is an advanced microscopy technology company. Our commitment to innovation and excellence drives
us to deliver state-of-the-art microscopy products and software solutions, powered by artificial intelligence, for diverse sectors including
manufacturing, biomedical, and research. Experience the difference with Phaos Technology – where innovation meets sophistication,
shaping the future of optical technology. For more information, please visit www.phaostech.com.
Forward
Looking Statements
This
news release contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the
U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “anticipate”,
“believe”, “expect”, “estimate”, “plan”, “outlook”, and “project”
and other similar expressions that indicate future events or trends or are not statements of historical matters. These statements are
based on our management’s current expectations and beliefs, as well as a number of assumptions concerning future events.
Such
forward-looking statements are subject to known and unknown risks, uncertainties, assumptions and other important factors, many of which
are outside of our control and all of which could cause actual results to differ materially from the results discussed in the forward-looking
statements. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and
we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made,
whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. Factors
that could cause actual results to differ materially from those expressed or implied in forward-looking statements can be found in our
reports filed with the United States Securities and Exchange Commission, which are available, free of charge, on the SEC’s website
at www.sec.gov.
For
more information please contact:
Company
Contact:
Phaos Technology Holdings (Cayman) Limited
(65) 6250 3877
ir@phaostech.com
