[6-K] PS International Group Ltd. Current Report (Foreign Issuer)

Rhea-AI Filing Summary

PS International Group Ltd. (Nasdaq: PSIG) filed a Form 6-K reporting the results of its 17 June 2025 Annual General Meeting, where 20,264,612 ordinary shares (≈78.0% of the 25,976,936 shares outstanding) were represented, meeting quorum requirements.

Director elections: Shareholders re-appointed Mr. Yee Kit Chan and Mr. Hang Tat Gabriel Chan with ~87% support (17.7 m for vs. 2.6 m against). Five other nominees—Mr. Yong Yao, Ms. Lai Ping Chan, Mr. Zijian Tong, Mr. Eric Chen and Mr. Tsao-Lung Lai—received only ~13% support (2.7 m for vs. 17.5 m against). Notwithstanding these vote tallies, the filing states that “all matters” were approved, creating a potential inconsistency that may require clarification.

Governance & compliance actions: • Proposal 8 ratified WWC, P.C. as auditor for FY 2025 (20.26 m for, 27 against). • Proposals 9(i)-9(ii) adopted a Second Amended & Restated Memorandum and Articles of Association, notably changing the board‐size provision from “up to seven directors” to “at least five directors.” • Proposals 10(i)-10(ii) authorized a share consolidation (reverse split) at a ratio of 8-to-1 up to 10-to-1, effective no later than 15 Oct 2025, to maintain Nasdaq Capital Market listing standards and allowed the board to resolve fractional shares.

Overall, shareholders endorsed key corporate housekeeping items—auditor ratification, charter update, and share consolidation—while vote data suggest mixed support for board composition. The company also filed its revised charter as Exhibit 3.1.

Positive

• Share consolidation authority (8-to-1 up to 10-to-1) approved, positioning PSIG to maintain Nasdaq listing compliance.
• Second Amended & Restated Memorandum adopted with 87% support, modernising governance and setting a minimum board size of five directors.
• Auditor WWC, P.C. ratified for FY 2025 with virtually unanimous support (20.26 m for vs. 27 against), ensuring audit continuity.
• High shareholder participation (≈78% of outstanding shares) underscores investor engagement.

Negative

• Five director nominees received only ~13% support, implying potential failure to be re-elected and signalling shareholder dissatisfaction.
• Disclosure inconsistency: filing claims all matters were approved despite negative vote tallies, which may raise transparency and compliance concerns.
• Need for reverse split highlights risk that current share price is below Nasdaq’s minimum, indicating market-performance pressure.

Insights

Corporate Governance Expert

TL;DR: Share consolidation, charter update approved; director vote tallies show split support, raising governance questions.

The AGM attracted a robust 78% turnout. Structural measures—including the new memorandum, minimum five-director requirement and reverse split—passed with overwhelming >87% approval, signalling investor support for maintaining Nasdaq compliance and refining governance documents. However, five director nominees received only ~13% affirmative votes, typically insufficient for re-election under most majority-vote standards. The filing’s statement that all matters were approved conflicts with the numerical results, introducing uncertainty around board composition and disclosure accuracy. Investors should monitor subsequent filings for clarification, as unresolved board seats or reporting errors could trigger Nasdaq or Cayman regulatory attention.

Portfolio Manager

TL;DR: Reverse split aids listing, auditor ratified; director vote discrepancy moderates impact—overall neutral.

The 8-to-10-for-1 reverse split authority is pragmatic: it reduces share count, raises per-share price and preserves market accessibility—important for liquidity and index eligibility. Ratifying WWC, P.C. provides audit continuity. Charter modernization is routine. Yet the stark rejection of several directors could signal shareholder dissatisfaction or concentration of votes among insiders. Until the company clarifies, governance overhang tempers any positive sentiment from the listing-compliance measures. Impact on valuation is limited in the near term because no earnings or operational data were disclosed.

 

 

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 June 2025

 

Commission File Number: 001-42182

 

PS International Group Ltd.

(Translation of registrant’s name into English)

 

Unit 1002, 10/F
Join-in Hang Sing Centre
No.2-16 Kwai Fung Crescent, Kwai Chung
New Territories, 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   ☐

 

 

 

 

 

 

Annual General Meeting of Shareholders

 

On June 17, 2025, at 10:30 A.M., Hong Kong Time (June 16, 2025, at 10:30 P.M., Eastern Time), PS International Group Limited (the “Company”) held an annual general meeting of shareholders (the “Annual Meeting”) at its executive office at Unit 1002, 10/F, Join-in Hang Sing Centre, No. 2-16 Kwai Fung Crescent, Kwai Chung New Territories, Hong Kong. Holders of 20,264,612 ordinary shares of the Company were present in person or by proxy at the Annual Meeting, representing approximately 78.01% of the total 25,976,936 outstanding ordinary shares as of the record date of May 15, 2025, and therefore constituting a quorum of the ordinary shares outstanding and entitled to vote at the Annual Meeting as of the record date. All matters voted on at the Annual Meeting were approved as recommended by the Board of Directors of the Company and were approved at the Annual Meeting. The final voting results for each matter submitted to a vote of shareholders at the meeting are as follows: 

 

 

 

 

 

For

 

 

Against

 

 

Abstain

 

Proposal One:

 

To consider and vote upon an ordinary resolution to re-appoint Mr. Yee Kit, CHAN to serve on the Company’s board of directors (the “Board”) until the next annual general meeting of shareholders or until his office is otherwise vacated due to death, resignation, or removal by ordinary resolution, or until his successor is duly elected and qualified.

 

 

17,705,047

 

 

 

2,559,015

 

 

 

550

 

Proposal Two:

 

To consider and vote upon an ordinary resolution to re-appoint Mr. Hang Tat Gabriel CHAN to serve on the Company’s board of directors (the “Board”) until the next annual general meeting of shareholders or until his office is otherwise vacated due to death, resignation, or removal by ordinary resolution, or until his successor is duly elected and qualified.

 

 

17,705,048

 

 

 

2,559,014

 

 

 

550

 

Proposal Three:

 

To consider and vote upon an ordinary resolution to re-appoint Mr. Yong, YAO to serve on the Company’s board of directors (the “Board”) until the next annual general meeting of shareholders or until his office is otherwise vacated due to death, resignation, or removal by ordinary resolution, or until his successor is duly elected and qualified.

 

 

2,728,885

 

 

 

17,535,177

 

 

 

550

 

Proposal Four:

 

To consider and vote upon an ordinary resolution to re-appoint Ms. Lai Ping, CHAN to serve on the Company’s board of directors (the “Board”) until the next annual general meeting of shareholders or until his office is otherwise vacated due to death, resignation, or removal by ordinary resolution, or until his successor is duly elected and qualified.

 

 

2,728,885

 

 

 

17,535,177

 

 

 

550

 

Proposal Five:

 

To consider and vote upon an ordinary resolution to re-appoint Mr. Zijian, TONG to serve on the Company’s board of directors (the “Board”) until the next annual general meeting of shareholders or until his office is otherwise vacated due to death, resignation, or removal by ordinary resolution, or until his successor is duly elected and qualified.

 

 

2,728,885

 

 

 

17,535,177

 

 

 

550

 

Proposal Six:

 

To consider and vote upon an ordinary resolution to re-appoint Mr. Eric, CHEN to serve on the Company’s board of directors (the “Board”) until the next annual general meeting of shareholders or until his office is otherwise vacated due to death, resignation, or removal by ordinary resolution, or until his successor is duly elected and qualified.

 

 

2,728,885

 

 

 

17,535,177

 

 

 

550

 

 

1

 

 

Proposal Seven

 

To consider and vote upon an ordinary resolution to re-appoint Mr. Tsao-Lung, LAI to serve on the Company’s board of directors (the “Board”) until the next annual general meeting of shareholders or until his office is otherwise vacated due to death, resignation, or removal by ordinary resolution, or until his successor is duly elected and qualified.

 

 

2,728,885

 

 

 

17,535,177

 

 

 

550

 

Proposal Eight

 

To consider and vote upon an ordinary resolution to ratify the appointment of WWC, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025

 

 

20,264,035

 

 

 

27

 

 

 

550

 

Proposal Nine (i)

 

To consider and vote upon two special resolutions:   (i) to approve and adopt the Second Amended and Restated Memorandum and Articles of Association of the Company as set forth in Appendix A to this notice (the “Second Amended M&A”), in substitution for and to the exclusion of the Amended and Restated Memorandum and Articles of Association of the Company currently in effect (the “Existing M&A”) in its entirety with immediate effect, to reflect the changes in, among others, the amendment of the provision under clause 86(a) regarding the number of Directors from “the number of Directors shall be up to seven (7) Directors” to “the number of Directors shall be at least five (5) Directors”;

 

 

17,704,970

 

 

 

2,559,092

 

 

 

550

 

Proposal Nine (ii)

 

(ii) to authorize and instruct the registered office provider of the Company to make any necessary filings with the Registrar of Companies in the Cayman Islands in connection with the adoption of the Second Amended M&A and the passing of these special resolutions.

 

 

17,704,970

 

 

 

2,559,092

 

 

 

550

 

Proposal Ten (i)

 

To consider and vote upon two ordinary resolutions:   (i) to approve the consolidation of every issued and unissued shares of the Company at a ratio within a range of eight (8) shares into one (1) share to ten (10) shares into one (1) share (the “Share Consolidation”), the exact ratio of which shall be determined by further action at the discretion of the Board of Directors, but in no event shall cause the Company to fail qualifying for the continuing listing standards on the Nasdaq Capital Market, to be effective on a date on or prior to October 15, 2025 as may be determined by the Board of Directors and announced by the Company (the “Effective Date”), so that a shareholder holding every eight (8) to ten (10) Ordinary Shares of US$0.0001 par value each (the “Pre-Consolidation Ordinary Shares”) will hold one (1) new Ordinary Share of par value ranging from US$0.0008 to US$0.001 each (the “Post-Consolidation Ordinary Shares”), and any fractional shares created as a result of the Share Consolidation would be rounded up to the nearest whole share; and

 

 

17,704,770

 

 

 

2,559,292

 

 

 

550

 

Proposal Ten (ii)

 

(ii) in respect of any and all fractional entitlements to the issued consolidated shares of the Company resulting from the Share Consolidation, the Board of Directors be authorized to settle as it considers expedient any difficulty which arises in relation to the Share Consolidation, including but without prejudice to the generality of the foregoing: rounding up fractions of shares issued to or registered in the name of such shareholders of the Company following or as a result of the Share Consolidation to the nearest whole share, and/or capitalizing all or any part of any amount for the time being standing to the credit of any reserve or fund of the Company (including its share premium account and profit and loss account) whether or not the same is available for distribution and applying such sum in paying up unissued shares to be issued to the shareholders of the Company to round up any fractions of shares issued to or registered in the name of such shareholders of the Company following or as a result of the Share Consolidation.

 

 

17,704,970

 

 

 

2,559,092

 

 

 

550

 

 

2

 

 

The Company’s Amended and Restated Memorandum and Articles of Association is filed as Exhibit 3.1 to this Current Report on Form 6-K.

 

Exhibit Index

 

Exhibit No.	 	Description
3.1	 	Second Amended and Restated Memorandum and Articles of Association

 

3

 

 

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: June 23, 2025	PS International Group Limited
 	 
 	By:	/s/ Yee Kit Chan
 	Name: 	Yee Kit Chan
 	Title:	Director and Chairman of the Board

 

4

FAQ

What was the quorum for PSIG's 2025 AGM?

Shareholders representing 78.01% of the 25,976,936 outstanding ordinary shares were present or represented.

Did shareholders approve PS International Group's share consolidation?

Yes. Proposals 10(i)-10(ii) authorising an 8-to-1 up to 10-to-1 reverse split passed with ≈87% affirmative votes.

Which auditor was ratified for PSIG's fiscal year 2025?

Shareholders ratified WWC, P.C. as the independent registered public accounting firm.

Were all director nominees re-appointed at the AGM?

Vote tallies show only two nominees received majority support; five nominees received ~13% votes for, creating uncertainty despite the filing’s claim of approval.

What key change was made to PSIG's Memorandum and Articles of Association?

The amended charter now stipulates the company shall have at least five directors, replacing the earlier cap of seven.