Erayak (RAYA) shareholders reject capital change but approve reverse split powers

Rhea-AI Filing Summary

ERAYAK Power Solution Group Inc. corrected prior vote counts from its recent extraordinary general meeting. After the final tabulation, Proposal 1 to change the authorized share capital and Proposal 3 to adopt a new set of governing documents tied to that capital change were not approved.

Shareholders did approve Proposal 2, allowing the board to implement one or more share consolidations (reverse splits) at a ratio between 1-for-10 and 1-for-500 within one year. They also approved related updates to the company’s memorandum and articles to reflect any future consolidations, authorized directors and service providers to make necessary filings and record updates, and approved the ability to adjourn the meeting if needed.

Insights

Capital structure & governance analyst

Key capital change failed, reverse-split flexibility approved.

The corrected voting results show shareholders rejected Proposal 1 to change authorized share capital and Proposal 3 to adopt new governing documents reflecting that change. This means the company cannot proceed with the specific, very large increase and re-denomination of its authorized share base that had been proposed.

At the same time, shareholders approved Proposal 2, which authorizes one or more share consolidations between 1-for-10 and 1-for-500, and Proposal 4, which allows technical updates to the memorandum and articles solely to reflect any such consolidations. Proposals 5 and 6, covering implementation authority and potential adjournments, were also approved.

Overall, shareholders granted the board significant flexibility to execute reverse splits but withheld approval for the more sweeping share capital change and associated constitutional update. Actual impact will depend on if and when the board chooses a specific consolidation ratio and effective date within the one-year window following the February 5, 2026 meeting.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K/A

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of February 2026

Commission File Number: 001-41568

ERAYAK Power Solution Group Inc.

No. 528, 4th Avenue

Binhai Industrial Park

Wenzhou, Zhejiang Province

People’s Republic of China 325025

+86-577-86829999

(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 ☐

EXPLANATORY NOTE

ERAYAK Power Solution Group Inc. (the “Company”) is submitting this Amendment No. 2 on Form 6-K/A (hereinafter referred to as “Amendment No. 2”) to amend its Amendment No. 1 on Form 6-K/A filed with the Securities and Exchange Commission on February 6, 2026 (“Amendment No. 1”).

The purpose of this Amendment No. 2 is to correct the number of votes previously reported in the voting results for Proposal 1 and Proposal 3. The corrected voting results reflect the final tabulation of votes cast at the extraordinary general meeting of the Company held on February 5, 2026, including the revocation of a previously submitted proxy by voting in person by Lingyi Kong on behalf of ERAYAK INTERNATIONAL LIMITED at the extraordinary general meeting of the Company. As a result of the corrected tabulation, Proposal 1 and Proposal 3 were not approved.

For the avoidance of doubt, this Amendment No. 2 shall replace the Amendment No. 1 and the Form 6-K in their entirety.

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Extraordinary General Meeting

On February 5, 2026, 11:00 a.m. Beijing Time (February 4, 2026, 10:00 p.m. Eastern Time), the Company held its extraordinary general meeting (the “Meeting”) at No. 528, 4th Avenue, Binhai Industrial Park, Wenzhou, Zhejiang Province, People’s Republic of China 325025. Holders of 86,388 Class A Ordinary Shares and 40,910 Class B Ordinary Shares were present in person or by proxy at the Meeting, representing approximately 55.17% of all votes attaching to all shares of the Company in issue and entitled to vote at the Meeting on the record date of January 13, 2026, and therefore constituting a quorum for the purpose of the currently effective memorandum and articles of association of the Company in relation to the matters to be considered and voted at the Meeting. Six proposals were submitted to shareholders for approval at the Meeting. Based on the corrected final tabulation of votes, Proposal 1 and Proposal 3 were not approved. The remaining proposals were approved. The final voting results for each matter submitted to vote at the Meeting are as follows:

		For				Against				Abstain
Proposal 1: By an ordinary resolution, to approve a change of the Company’s authorized share capital from US$220,000,000 divided into 10,000,000,000 ordinary shares of par value of US$0.022 each, comprising (a) 9,000,000,000 class A ordinary shares of par value of US$0.022 each and (b) 1,000,000,000 class B ordinary shares of par value of US$0.022 each, to US$220,000,000 divided into 22,000,000,000,000 ordinary shares of par value of US$0.00001 each, comprising (a) 19,800,000,000,000 class A ordinary shares of par value of US$0.00001 each and (b) 2,200,000,000,000 class B ordinary shares of par value of US$0.00001 each, with immediate effect (the “Share Capital Change”).			35,684				868,834				71
Proposal 2: By an ordinary resolution, to approve (a) one or more share consolidations of the Company’s issued and unissued class A ordinary shares and class B ordinary shares, at a ratio of not less than 1-for-10 and not more than 1-for-500, with the final ratio to be determined by the board of directors (the “Board”) in its sole discretion at any time after approval by the shareholders (altogether, the “Share Consolidations” and each, a “Share Consolidation”), and authorize the Board to implement such Share Consolidations at the exact consolidation ratio and effective time as the Board may determine in its absolute discretion at any time prior to the one-year anniversary of the Meeting; and (b) in respect of any and all fractional entitlements to the issued consolidated shares resulting from the Share Consolidations, if so determined by the Board in its sole discretion, the directors be and are hereby authorized to settle as they consider expedient any difficulty which arises in relation to the Share Consolidations, including but without prejudice to the generality of the foregoing 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 ordinary shares to be issued to shareholders of the Company to round up any fractions of ordinary shares issued to or registered in the name of such shareholders of the Company following or as a result of the Share Consolidations, and the Board be and is hereby authorized to do all other acts and things as the Board considers necessary or desirable for the purposes of the transactions contemplated by or giving effect to and implementing the Share Consolidations, including instructing the registered office provider or transfer agent of the Company to complete the necessary corporate record(s) and make necessary filing(s) to reflect the Share Consolidations.			881,455				23,054				79
Proposal 3: By a special resolution, subject to approval by the shareholders of Proposal One, and entirely conditional upon the effectiveness of the Share Capital Change, the shareholders approve the adoption of the fifth amended and restated memorandum and articles of association of the Company (the “Fifth Amended and Restated Memorandum and Articles of Association”), in the form set forth in Appendix A to this notice, in substitution for and to the exclusion of the currently effective memorandum and articles of association of the Company, which Fifth Amended and Restated Memorandum and Articles of Association shall take effect with immediate effect to reflect the Share Capital Change, and the shareholders further authorize the Board to do all acts and things as it considers necessary or desirable in connection with the foregoing, including attending to any necessary filings with the Registrar of Companies in the Cayman Islands (the “Adoption of the Fifth Amended and Restated Memorandum and Articles of Association”).			27,161				868,440				309
Proposal 4: By a special resolution, subject to approval by the shareholders of Proposal Two, and entirely conditional upon the effectiveness of a Share Consolidation with the exact consolidation ratio and the effective date of such Share Consolidation as determined by the Board, the shareholders approve the adoption of an amended and restated memorandum and articles of association (the “New M&A”) in substitution for and to the exclusion of, the memorandum and articles of association of the Company in effect immediately prior to effectiveness of such Share Consolidation to solely reflect such Share Consolidation, so long as it is implemented at any time prior to the one-year anniversary of the Meeting (the “Adoption of New M&A upon Each Share Consolidation”).			881,777				22,642				169
Proposal 5: By an ordinary resolution, to approve that with respect to the matters duly approved under these resolutions at the Meeting, (a) any one or more of directors of the Company to be authorized to do all such acts and things and execute all such documents, which are ancillary to the Share Capital Change, the Share Consolidation, the Adoption of the Fifth Amended and Restated Memorandum and Articles of Association, the Adoption of New M&A upon Each Share Consolidation and other proposals under the foregoing resolutions, 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 register of members 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 instructed to prepare, sign, seal and deliver on behalf of the Company new share certificates accordingly.			881,932				22,489				166
Proposal 6: By an ordinary resolution, to adjourn the Meeting for any purpose, including to solicit additional proxies if there are insufficient votes at the time of the Meeting to approve the proposals described above (the “Adjournment Proposal”).			881,836				19,321				3,431

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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.

	ERAYAK Power Solution Group Inc.
Date: February 27, 2026	By:	/s/ Lingyi Kong
	Name:	Lingyi Kong
	Title:	Chief Executive Officer

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FAQ

What did ERAYAK (RAYA) correct in this Form 6-K/A amendment?

ERAYAK corrected the vote counts for Proposal 1 and Proposal 3 from its February 5, 2026 extraordinary general meeting. The revised tabulation shows both proposals were not approved, changing the outcome previously reported in Amendment No. 1 and replacing that disclosure entirely.

Which ERAYAK (RAYA) shareholder proposals were not approved at the meeting?

Proposal 1, a major change to the company’s authorized share capital structure, and Proposal 3, adoption of a new memorandum and articles tied to that capital change, were not approved after the corrected final vote count from the February 5, 2026 extraordinary general meeting.

Did ERAYAK (RAYA) shareholders approve a share consolidation authority?

Yes. Proposal 2 passed, authorizing one or more share consolidations of both Class A and Class B shares at ratios between 1-for-10 and 1-for-500. The board may choose the exact ratio and effective time within one year of the February 5, 2026 meeting.

What governance changes did ERAYAK (RAYA) shareholders approve?

Shareholders approved Proposal 4, allowing adoption of amended and restated memorandum and articles solely to reflect any future share consolidations. They also approved Proposal 5, authorizing directors and service providers to execute related filings and register updates to implement the approved matters.

How many ERAYAK (RAYA) shares were represented at the extraordinary meeting?

Holders of 86,388 Class A Ordinary Shares and 40,910 Class B Ordinary Shares were present in person or by proxy. This represented approximately 55.17% of all votes entitled to be cast on the January 13, 2026 record date, establishing a valid quorum.

What does ERAYAK’s (RAYA) Proposal 6 allow the company to do?

Proposal 6, the adjournment proposal, authorizes adjournment of the extraordinary general meeting for any purpose, including soliciting additional proxies if votes are insufficient to approve other proposals. Shareholders approved this flexibility, with the final vote showing strong support relative to votes against.