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
(Translation
of registrant’s name into English)
55
Ayer Rajah Crescent #05-05
Singapore
139949
(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 ☐
On
August 31, 2026, at 9:30 P.M., Singapore Time (August 31, 2026, at 9:30 A.M., Eastern Time), Phaos Technology Holdings (Cayman) Limited
(the “Company”) held an extraordinary general meeting of shareholders (the “Extraordinary Meeting”) at its executive
office at 55 Ayer Rajah Crescent, #05-05, Singapore 139949. Holders of 1,279,159 Class A Ordinary Shares, and 10,659,751 Class B Ordinary
Shares of the Company were present in person or by proxy at the Extraordinary Meeting, representing a total voting power of approximately
67.49% of the total voting power represented by the 16,446,750 Class A and 15,125,251 Class B ordinary shares issued and outstanding
as of the record date of July 8, 2026, and therefore constituting a quorum. All matters voted on at the Extraordinary Meeting were approved
as recommended by the Board of Directors of the Company.
Extraordinary
General Meeting of Shareholders
The
final voting results for each matter submitted to a vote of shareholders at the Extraordinary Meeting are as follows:
| |
|
|
|
For |
|
Against |
|
Abstain |
| Proposal
One: |
|
As
an ordinary resolution, to increase the Company’s authorized share capital from US$100,000 divided into 950,000,000 class A
ordinary shares, par value US$0.0001 per share and 50,000,000 class B ordinary shares, par value US$0.0001 per share, to US$10,000,000,000
divided into 95,000,000,000,000 class A ordinary shares of a par value of US$0.0001 each and 5,000,000,000,000 class B ordinary shares
of a par value of US$0.0001 each, by the creation of 94,999,050,000,000 class A ordinary shares of a par value of US$0.0001 each
and 4,999,950,000,000 class B ordinary shares of a par value of US$0.0001 each (the “Share Capital Increase”).. |
|
215,198,469 |
|
75,910 |
|
57 |
| Proposal
Two: |
|
As
an ordinary resolution, (a)to approve the consolidation of the Company’s every fifteen (15) issued and unissued class A ordinary
shares of US$0.0001 each (the “Pre-Consolidation Class A Ordinary Shares”) into one (1) class A ordinary share of US$0.0015
each (the “Class A Ordinary Shares”) and every fifteen (15) issued and unissued class B ordinary shares of US$0.0001
each (the “Pre-Consolidation Class B Ordinary Shares”) into one (1) class B ordinary share of US$0.0015 each (the “Class
B Ordinary Shares”, and collectively with the Class A Ordinary Shares, the “Ordinary Shares”), with such consolidated
Ordinary Shares ranking pari passu in all respects with each other (the “Share Consolidation”), such that following the
Share Consolidation the authorized share capital of the Company shall become US$10,000,000,000 divided into 6,333,333,333,333 Class
A Ordinary Shares of US$0.0015 par value each and 333,333,333,334 Class B Ordinary Shares of US$0.0015 par value each; (b) to authorize
the board of directors (the “Board”) to settle as the Board considers expedient any difficulty which arises in relation
to the Share Consolidation so that no fractional shares be issued in connection with the Share Consolidation and all fractional shares
resulting from the Share Consolidation will be rounded up to the whole number of shares; and (c) if and when deemed advisable by
the Board in its sole discretion, to authorize any director or officer of the Company, for and on behalf of the Company, to do all
such other acts and things and execute all such documents necessary or desirable to implement the Share Consolidation. |
|
215,201,466 |
|
72,969 |
|
1 |
| Proposal
Three: |
|
As
a special resolution, to adopt the third amended and restated memorandum and articles of
association of the Company, in the form attached to the notice of meeting and proxy statement
delivered to shareholders and dated August 12, 2026, in substitution for, and to the exclusion
of, the Company’s current second amended and restated memorandum and articles of association,
with immediate effect from the date of passing this resolution (the “Adoption of the
Amended and Restated Memorandum and Articles”), in order to:
(i)
provide for (A) the conversion right of Class B Ordinary Shares into Class A Ordinary Shares; (B) an exclusive jurisdiction for dispute
resolution in respect of certain Cayman law and internal affairs claims, subject to the carve-outs set out therein, against the Company
and (C) the amendment of the approval threshold for the passing of ordinary resolutions of the Company by way of written resolution,
such that a written resolution of the members shall be passed as an ordinary resolution if it is signed by, or on behalf of, members
representing a majority of the total voting rights of all the members who would be entitled to vote on that resolution, in substitution
for the existing requirement that such written resolution be signed by all members entitled to vote, so as to permit ordinary resolutions
to be passed in writing by the requisite majority rather than unanimously, and
(ii)
subject to Proposal One and Proposal Two being passed, to reflect the Share Capital Increase and the Share Consolidation. |
|
215,182,098 |
|
92,336 |
|
2 |
| Proposal
Four |
|
As
an ordinary resolution, to approve the allotment and issuance of 2,900,000 Pre-Consolidation Class B Ordinary Shares to Hong Loon
Gan (the “Share Issuance”). |
|
215,153,169 |
|
121,266 |
|
1 |
| Proposal
Five |
|
As
an ordinary resolution, to approve that with respect to the matters duly approved under these
resolutions at the Meeting, (a) any one or more directors of the Company be and is/are hereby
authorized to do all such acts and things and execute all such documents, which are ancillary
to the Share Capital Increase, the Share Consolidation, the Adoption of the Amended and Restated
Memorandum and Articles, and other proposals under the foregoing resolutions, in each case
only to the extent duly approved by shareholders and only for administrative or ancillary
implementation purposes, and of administrative nature, on behalf of the Company, including
under seal where applicable, as he/she/they consider necessary, desirable or expedient to
give effect to the foregoing resolutions; (b) the registered office service provider of the
Company be and is hereby authorized and instructed to make the necessary filings with the
Registrar of Companies of the Cayman Islands in respect of the foregoing resolutions; and
(c) the Company’s share registrar and/or transfer agent be and is hereby instructed
to update the shareholder lists of the Company and that upon the surrender to the Company
of the existing share certificates (if any) that they be cancelled and that any director
or officer of the Company be instructed to prepare, sign, seal and deliver on behalf of the
Company new share certificates accordingly (from (a) to (c), the “General Authorization”). |
|
215,201,468 |
|
72,967 |
|
1 |
| Proposal
Six |
|
As
an ordinary resolution, to adjourn the Meeting to a later date or dates, if necessary, to permit further solicitation and vote of
proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of all the resolutions
contemplated by Proposal One, Proposal Two, Proposal Three, Proposal Four and Proposal Five (the “Adjournment”). |
|
215,182,096 |
|
92,340 |
|
0 |
On
September 4, 2026, Phaos Technology Holdings (Cayman) Limited (the “Company”) issued a press release dated September 4, 2026,
announcing the results from its Extraordinary General Meeting held on August 31, 2026.
A
copy of the press release is furnished as Exhibit 99.1 to this report on Form 6-K.
Exhibit
Index
| Exhibit
No. |
|
Description |
| 3.1 |
|
Amended and Restated Memorandum of Association |
| 99.1 |
|
Press Release dated September 4, 2026, titled “Phaos Technology Holdings (Cayman) Limited Announces Results Of Extraordinary General Meeting” |
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:
September 4, 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 Results of Extraordinary General Meeting
SINGAPORE,
September 4, 2026 (GLOBE NEWSWIRE) — Phaos Technology Holdings (Cayman) Limited, (NYSE American: POAS), (“Phaos” or
“the Company”), an advanced microscopy solutions headquartered in Singapore, today announced the results of its extraordinary
general meeting of shareholders (the “Extraordinary General Meeting”), which was held on August 31, 2026 at 9:30 p.m. Singapore
Time (9:30 a.m. Eastern Time).
A
quorum of shareholders was present in person or by proxy, and the Extraordinary General Meeting was duly constituted. Each of the proposals
set out in the Company’s notice of meeting and proxy statement dated August 12, 2026 was put to a vote and was duly approved by
the requisite majority of shareholders, with effect immediately.
The
proposals approved at the Extraordinary General Meeting were:
1.
The increase in the Company’s authorized share capital (the “Share Capital Increase”).
2.
The consolidation of every fifteen (15) issued and unissued ordinary shares into one (1) ordinary share (the “Share Consolidation”).
3.
The adoption, as a special resolution, of the third amended and restated memorandum and articles of association of the Company.
4.
The allotment and issuance of new ordinary shares as described in the proxy statement.
5.
A general authorization for the directors and officers of the Company to take the actions necessary to give effect to the foregoing resolutions.
6.
The adjournment of the meeting, if necessary, to solicit additional proxies.
Following
shareholder approval, the Company intends to proceed with the implementation of the approved resolutions, including making the necessary
filings with the Registrar of Companies of the Cayman Islands and instructing the Company’s share registrar and transfer agent
to update the register of members accordingly.
The
Company thanks its shareholders for their continued support and participation. A report of the voting results will be furnished to the
U.S. Securities and Exchange Commission (the “SEC”) on the Company’s current report on Form 6-K and will be posted
on the Company’s investor relations website at https://ir.phaostech.com/.
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
