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 OF THE
SECURITIES EXCHANGE ACT OF 1934
For
the month of October 2026
Commission
File Number: 001-42989
SMJ
International Holdings Inc.
31
Jurong Port Road #02-20
Jurong
Logistics Hub
Singapore
619115
(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 ☐
On
October 6, 2026, SMJ International Holdings Inc. (the “Company”) received a public warning letter (the “Warning Letter”)
from NYSE Regulation, on behalf of NYSE American LLC (the “Exchange”), stating that the Exchange had determined that the
Company violated Section 401(a) of the NYSE American Company Guide (the “Company Guide”). Section 401(a) of the Company Guide
requires a listed company to make immediate public disclosure of all material information concerning its affairs and, when such disclosure
is to be made between 7:00 A.M. and 4:00 P.M. Eastern Time, to notify the Exchange at least ten minutes prior to the announcement.
The
Warning Letter states that the Company did not make immediate public disclosure of the September 29, 2026 resignations of Ms. Lee Lay
Choo as an executive director of the Company’s Board of Directors and Ms. Low Yeen Mei Sherina as Chief Financial Officer of the
Company, which the Company disclosed in a Report on Form 6-K filed with the U.S. Securities and Exchange Commission on October 1, 2026.
The
Warning Letter also notes that NYSE Regulation staff had previously reminded the Company of its obligations under Section 401(a) of the
Company Guide on February 17, 2026 and August 27, 2026, in connection with other NYSE Regulation staff inquiries into trading activity
in the Company’s shares.
The
Warning Letter was issued pursuant to Section 1009(a)(i) of the Company Guide.
On
October 7, 2026, the Company issued a press release announcing its receipt of the Warning Letter, as required by Section 401(j) of the
Company Guide. A copy of the press release is attached as Exhibit 99.1 to this Report on Form 6-K.
The
information in this Form 6-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934
(the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference
in any filing under the Securities Act of 1933 or the Exchange Act.
EXHIBIT
INDEX
| Exhibit No. |
|
Exhibits
Description |
| 99.1 |
|
Press release dated October 7, 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 7, 2026 |
|
|
| |
|
|
| |
SMJ International Holdings Inc. |
| |
|
|
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By: |
/s/ Rena Ho |
| |
Name: |
Rena Ho |
| |
Title: |
Chief Executive Officer |
Exhibit
99.1
SMJ
International Holdings Inc. Receives a Warning Letter from NYSE American LLC
SINGAPORE,
October 7, 2026 – SMJ International Holdings Inc. (NYSE American: SMJF) (the “Company”) today announced
that it has received a public warning letter, dated October 6, 2026 (the “Warning Letter”), issued by NYSE Regulation
on behalf of NYSE American LLC (the “Exchange”), regarding the Company’s disclosure of material news in a manner
that failed to comply with Section 401(a) of the NYSE American Company Guide (the “Company Guide”).
Section
401(a) of the Company Guide requires a listed company to make immediate public disclosure of all material information concerning its
affairs and, when such disclosure is to be made between 7:00 A.M. and 4:00 P.M. Eastern Time, to notify the Exchange at least ten minutes
prior to the announcement.
According
to the Warning Letter, at approximately 4:33 P.M. Eastern Time on October 1, 2026, the Company filed a Report on Form 6-K with the U.S.
Securities and Exchange Commission (the “SEC”) disclosing, among other things, that on September 29, 2026, Ms. Lee
Lay Choo tendered her resignation as an executive director of the Board of Directors of the Company and Ms. Low Yeen Mei Sherina resigned
as Chief Financial Officer of the Company, effective immediately. The Warning Letter states that, when the Company disclosed this material
information on October 1, 2026, the Company failed to comply with Section 401(a) of the Company Guide because the Company did not make
immediate public disclosure of the September 29, 2026 material information.
The
Warning Letter also notes that NYSE Regulation staff previously reminded the Company of its obligations under Section 401(a) of the Company
Guide on February 17, 2026 and August 27, 2026, in connection with other NYSE Regulation staff inquiries into trading activity in the
Company’s shares.
The
Warning Letter further states that, as a result of the foregoing, the Exchange has determined that the Company violated Section 401(a)
of the Company Guide and that, in accordance with Section 1009(a)(i) of the Company Guide, NYSE Regulation issued the Company the Warning
Letter.
This
announcement is being made in accordance with Section 401(j) of the Company Guide, which requires a separate public disclosure of the
Warning Letter by the Company. The Company takes its disclosure obligations seriously and is reviewing and enhancing its procedures for
the timely dissemination of material information to ensure future compliance with the Company Guide.
About
SMJ International Holdings Inc.
SMJ
International Holdings Inc. and its subsidiaries (“SMJ Group”) are Singapore-based premier flooring specialists that
have a well-established reputation and track records with the commercial and institutional sectors in Asia. It specializes in the sale
and distribution of a wide range of premier flooring products such as carpet tiles, broadloom carpets and vinyl tiles under its proprietary
brand known as “SMJ” in Singapore and over 20 countries mainly in Asia. To meet the increasing demand for green and eco-friendly
materials in Asia, SMJ Group also supplies flooring products that have been certified as environmentally friendly to support government
initiatives in promoting sustainable building practices in Asia. For more information, visit https://smjf.com.sg/.
Forward-Looking
Statements
Certain
statements in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks and
uncertainties and are based on the Company’s current expectations and projections about future events that the Company believes
may affect its financial condition, results of operations, business strategy and financial needs. Investors can identify these forward-looking
statements by words or phrases such as “anticipate,” “estimate,” “plan,” “project,” “continuing,”
“ongoing,” “expect,” “we believe,” “we intend,” “may,” “should,”
“will,” “could” and similar expressions. The Company undertakes no obligation to update or revise publicly any
forward-looking statements to reflect subsequently occurring events or circumstances, or changes in its expectations, except as may be
required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it
cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ
materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company’s
registration statement and other filings with the SEC.
For
more information, please contact:
Investor
Relations
SMJ
International Holdings Inc.
+65
6261-1212
media@smjf.com.sg
