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 November 2026
Commission
File Number: 001-42686
The
Generation Essentials Group
(Translation
of registrant’s name into English)
66
rue Jean-Jacques Rousseau
75001
Paris
France
(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 ☐
EXPLANATORY
NOTE
This
current report on Form 6-K, including the exhibits hereto, is incorporated by reference into the post-effective amendment No. 3
to the registration statement on Form F-1 on Form F-3 (File No. 333-288278) and shall be a part of such registration statements
from the date on which this current report is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.
EXHIBIT
INDEX
| Exhibit No. |
|
Description |
| 99.1 |
|
Notice of Extraordinary General Meeting |
| 99.2 |
|
Form of Proxy for Extraordinary General Meeting |
| 99.3 |
|
Press Release – The Generation Essentials Group to Hold Extraordinary General Meeting on December 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.
| |
The Generation Essentials Group |
| |
|
|
| |
By: |
/s/
Feridun Hamdullahpur |
| |
Name: |
Dr.
Feridun Hamdullahpur |
| |
Title: |
Director |
Date:
November 9, 2026
3
Exhibit 99.1
The Generation Essentials Group
(the “Company”)
Notice of Extraordinary General Meeting of the
Company
Notice is hereby given that an Extraordinary General
Meeting of the Company (the “EGM”) will be held at 9:00 a.m. (Eastern Standard Time) on December 7, 2026. The EGM is
to be held as a hybrid meeting with a physical meeting located at 66 Rue Jean-Jacques Rousseau, 75001 Paris, France and virtual attendance
and participation by members and/or proxies via the internet at https://www.cstproxy.com/thegenerationessentials/2026, for the purpose
of considering and, if thought fit, passing (with or without amendment) and approving the following resolution:
| 1. | BY AN ORDINARY RESOLUTION THAT: |
| (a) | every fifteen (15) issued and unissued voting class A ordinary shares of a par value of US$0.0000000264856557377049
each in the share capital of the Company, be consolidated into one (1) voting class A ordinary share of a par value of US$0.0000003972848360655735
each (the “Consolidated Class A Ordinary Shares”), |
| (b) | every fifteen (15) issued and unissued voting class B ordinary shares of a par value of US$0.0000000264856557377049
each in the share capital of the Company, be consolidated into one (1) voting class B ordinary share of a par value of US$0.0000003972848360655735
each (the “Consolidated Class B Ordinary Shares”), and |
| (c) | every fifteen (15) issued and unissued non-voting redeemable preferred shares of a par value of US$0.0000000264856557377049
each in the share capital of the Company, be consolidated into one (1) non-voting redeemable preferred share of a par value of US$0.0000003972848360655735
each (the “Consolidated Non-Voting Redeemable Preferred Shares”, together with the Consolidated Class A Ordinary Shares
and the Consolidated Class B Ordinary Shares, the “Consolidated Shares”) |
((a) to (c) collectively,
the “Share Consolidation”),
such that immediately following the
Share Consolidation, the authorized share capital of the Company will be changed from (A) US$50,000 divided into 1,887,814,313,346.23
shares of a par value of US$0.0000000264856557377049 each, comprising of (i) 1,791,048,851,868.47 voting class A ordinary shares of a
par value of US$0.0000000264856557377049 each, (ii) 72,816,437,663.4429 voting class B ordinary shares of a par value of US$0.0000000264856557377049
each and (iii) 23,949,023,814.3133 non-voting redeemable preferred shares of a par value of US$0.0000000264856557377049 each, to (B)
US$50,000 divided into 125,854,287,556.421
shares of a par value of US$0.0000003972848360655735 each, comprising of (i) 119,403,256,791.23132
voting class A ordinary shares of a par value of US$0.0000003972848360655735 each, (ii) 4,854,429,177.562863
voting class B ordinary shares of a par value of US$0.0000003972848360655735 each and (iii) 1,596,601,587.620894
non-voting redeemable preferred shares of a par value of US$0.0000003972848360655735 each; and in respect of any fractional entitlements
to the issued Consolidated Shares resulting from the Share Consolidation, if so determined by the board of directors of the Company 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 Consolidation, 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 shares to be issued to 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.
| 1 | as rounded for presentation purposes only, or equivalent
in fractions |
| 2 | as rounded for presentation purposes only, or equivalent
in fractions |
| 3 | as rounded for presentation purposes only, or equivalent
in fractions |
| 4 | as rounded for presentation purposes only, or equivalent
in fractions |
By order of the Board
| /s/ Feridun Hamdullahpur |
|
| Dr. Feridun Hamdullahpur |
|
Co-Chairperson of the Board of Directors
Dated: November 9, 2026
Registered Office:
c/o Conyers Trust Company (Cayman) Limited
Cricket Square, Hutchins Drive, PO Box 2681
Grand Cayman
KY1-1111
Cayman Islands
| * | A form of proxy has been included with this Notice. |
NOTES
IF YOU HAVE EXECUTED A STANDING PROXY, YOUR
STANDING PROXY WILL BE VOTED AS INDICATED IN NOTE 2 BELOW, UNLESS YOU ATTEND THE EGM IN PERSON OR VIRTUALLY OR SEND IN A SPECIFIC PROXY.
| 1. | A proxy need not be a shareholder of the Company. A shareholder entitled to attend and vote at the EGM
is entitled to appoint one or more proxies to attend and vote in his/her stead. |
| 2. | Any standing proxy previously deposited by a shareholder with the Company will be voted in favour of the
resolution to be proposed at the EGM unless revoked prior to the EGM or the shareholder attends the EGM in person or virtually or executes
a specific proxy. |
| 3. | A form of proxy for use at the EGM is enclosed. Whether or not you propose to attend the EGM in person
or virtually, you are strongly advised to complete and sign the enclosed form of proxy in accordance with the instructions printed on
it and then deposit it (together with any power of attorney or other authority under which it is signed or a certified copy of that power
or authority) at the offices of Continental Stock Transfer & Trust Company, at One State Street Plaza, 30th Floor, New York, New York
10004, or send copies of the foregoing by email to proxy@continentalstock.com, not later than 11:59 p.m. (Eastern Standard Time) on December
4, 2026 in accordance with the Articles of Association of the Company. Returning the completed form of proxy will not preclude you from
attending the EGM and voting in person or virtually if you so wish. |
| 4. | If two or more persons are jointly registered as holders of a share, the vote of the senior person who
tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of other joint holders. For this purpose
seniority shall be determined by the order in which the names stand on the Company’s register of members in respect of the relevant
shares. |
| 5. | The quorum for the EGM is one or more shareholders holding shares which carry in aggregate (or representing
by proxy) not less than one-third of all votes attaching to all shares in issue and entitled to vote at the EGM, provided that the presence
in person or by proxy of holders of a majority of class B ordinary shares shall be required in any event. |
| 6. | Holders of class A ordinary shares and class B ordinary shares will vote together as a single class on
the resolution. Each class A ordinary share is entitled to one (1) vote and each class B ordinary share is entitled to twenty (20) votes.
Holders of non-voting redeemable preferred shares are not entitled to vote at the EGM. Voting at the EGM will be decided by way of a poll. |
Exhibit 99.2
The Generation Essentials Group
(the “Company”)
FORM OF PROXY FOR SHAREHOLDERS
I/We _________________________________________________________________________________________
Please Print Name(s)
of ____________________________________________________________________________________________
Please Print Address(es)
being (a) shareholder(s) of the Company with ____________
Class A ordinary shares and/or ____________ Class B ordinary shares respectively hereby appoint
_____________________________________ of
__________________________________________________
or failing him/her
_____________________________________ of __________________________________________________
or failing him/her the duly appointed chairman
of the EGM (the “Chairman”) as my/our proxy to vote for me/us and on my/our behalf at the Extraordinary General Meeting
of the Company (the “EGM”) to be held at 9:00 a.m. (Eastern Standard Time) on December 7, 2026, as a hybrid meeting
with a physical meeting located at 66 Rue Jean-Jacques Rousseau, 75001 Paris, France and virtual attendance and participation by members
and/or proxies via the internet at https://www.cstproxy.com/thegenerationessentials/2026 and at any adjournment of the EGM. My proxy is
instructed to vote on a poll on the resolution in respect of the matters specified in the Notice of the EGM as indicated below, or if
no such indication is given, as my/our proxy thinks fit and in respect of any other business that may properly come before the EGM and/or
at any adjournment or postponement thereof:
| Resolution |
For |
Against |
Abstain |
| 1. |
To approve the proposed consolidation of every fifteen (15) issued and unissued existing shares each in the share capital of the Company into one (1) consolidated share each in the share capital of the Company, and to authorise the directors of the Company to settle as they consider expedient any difficulty which arises in relation to the share consolidation.* |
|
|
|
| * | The description of each resolution herein is by way of summary
only. Full text of the relevant resolutions is set out in the notice convening the EGM. |
Please indicate your voting preference by ticking,
or inserting the number of shares to be voted for or against or to abstain in, the boxes above in respect of each resolution. If you do
not complete this section, your proxy will vote or abstain at his/her discretion, as he/she will on any other business that may be raised
at the EGM.
You may instruct your proxy to vote some or all
of the shares in respect of which the proxy is appointed either for or against any resolution and/or abstain from voting as such proxy
need not cast the votes in respect of your shares in the same way on any resolution. In this case, please specify in the voting boxes
above the number of shares in respect of which your proxy is to vote for or against or to abstain in respect of each resolution.
If you have appointed more than one proxy, please
specify in the voting boxes above the number of shares in respect of which each proxy is entitled to exercise the related votes. If you
do not complete this information, the first person listed above shall be entitled to exercise all the votes in relation to the relevant
resolution.
Signed: _______________________________
Name: _______________________________
Date: _______________________________
In the case of joint holders the
senior holder (see note 4 below) should sign.
Please provide the names of all other
joint holders: _____________________________
NOTES
IF YOU HAVE EXECUTED A STANDING PROXY, YOUR
STANDING PROXY WILL BE VOTED AS INDICATED IN NOTE 2 BELOW, UNLESS YOU ATTEND THE EGM IN PERSON OR VIRTUALLY OR COMPLETE AND SEND IN THIS
FORM APPOINTING A SPECIFIC PROXY.
| 1. | A proxy need not be a shareholder of the Company. A shareholder entitled to attend and vote at the EGM
is entitled to appoint one or more proxies to attend and vote in his/her stead. Please insert the name of the person(s) of your own choice
that you wish to be appointed proxy in the space provided, failing which the Chairman will be appointed as your proxy. |
| 2. | Any standing proxy previously deposited by a shareholder with the Company will be voted in favour of the
resolution to be proposed at the EGM unless revoked prior to the EGM or the shareholder attends the EGM in person or virtually or completes
and returns this form appointing a specific proxy. |
| 3. | Whether or not you propose to attend the EGM in person or virtually, you are strongly advised to complete
and return this form of proxy in accordance with these instructions. To be valid, this form must be completed and deposited (together
with any power of attorney or other authority under which it is signed or a certified copy of that power or authority) at the offices
of Continental Stock Transfer & Trust Company, at One State Street Plaza, 30th Floor, New York, New York 10004, or send copies of
the foregoing by email to proxy@continentalstock.com, as soon as possible and in any event not later than 11:59 p.m. (Eastern Standard
Time) on December 4, 2026. Returning this completed form of proxy will not preclude you from attending the EGM and voting in person or
virtually if you so wish. |
| 4. | If two or more persons are jointly registered as holders of a share, the vote of the senior person who
tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of other joint holders. For this purpose
seniority shall be determined by the order in which the names stand on the Company’s register of members in respect of the relevant
shares. The senior holder should sign this form, but the names of all other joint holders should be stated on the form in the space provided. |
| 5. | If this form is returned without an indication as to how the proxy shall vote, the proxy will exercise
his/her discretion as to whether he/she votes and if so how. |
| 6. | This form of proxy is for use by shareholders only. If the appointor is a corporate entity this form of
proxy must either be under its seal or under the hand of some officer or attorney duly authorized for that purpose. |
| 7. | Any alterations made to this form must be initialled by you. |
| 8. | Voting at the EGM will be decided by way of a poll and not by way of a show of hands. |
Exhibit 99.3
The Generation Essentials Group to Hold Extraordinary
General Meeting on December 7, 2026
NEW YORK & LONDON -- The Generation Essentials
Group (NYSE: TGE; LSE: TGE) (“TGE” or the “Company”), today announced that it will hold an extraordinary general
meeting of shareholders (the “EGM”) at 9:00 a.m. (Eastern Standard Time) on December 7, 2026. The EGM will be held as a hybrid
meeting with a physical meeting located at 66 Rue Jean-Jacques Rousseau, 75001 Paris, France and virtual attendance and participation
by members and/or proxies via the internet at https://www.cstproxy.com/thegenerationessentials/2026.
A proposal to consolidate the Company’s
shares will be submitted to the Company’s shareholders to be considered and voted upon at the EGM. If the proposal is approved by
an ordinary resolution of the shareholders, (a) every fifteen (15) issued and unissued voting Class A ordinary shares of a par value of
US$0.0000000264856557377049 each in the share capital of the Company will be consolidated into one (1) voting Class A ordinary share of
a par value of US$0.0000003972848360655735 each, (b) every fifteen (15) issued and unissued voting Class B ordinary shares of a par value
of US$0.0000000264856557377049 each will be consolidated into one (1) voting Class B ordinary share of a par value of US$0.0000003972848360655735
each, and (c) every fifteen (15) issued and unissued non-voting redeemable preferred shares of a par value of US$0.0000000264856557377049
each will be consolidated into one (1) non-voting redeemable preferred share of a par value of US$0.0000003972848360655735 each (collectively,
the “Share Consolidation”), such that immediately following the Share Consolidation, the authorized share capital of the Company
will be changed from US$50,000 divided into 1,887,814,313,346.23 shares of a par value of US$0.0000000264856557377049 each to US$50,000
divided into 125,854,287,556.42 shares of a par value of US$0.0000003972848360655735 each, comprising of (i) 119,403,256,791.2313 voting
Class A ordinary shares, (ii) 4,854,429,177.56286 voting Class B ordinary shares and (iii) 1,596,601,587.62089 non-voting redeemable preferred
shares (in each case, as rounded for presentation purposes only, or equivalent in fractions). In respect of any fractional entitlements
to the issued consolidated shares resulting from the Share Consolidation, if so determined by the board of directors of the Company in
its sole discretion, the directors will be authorized to settle any difficulty which arises in relation to the Share Consolidation as
they consider expedient, including by capitalizing amounts standing to the credit of any reserve or fund of the Company and applying such
sum in paying up unissued shares to round up any fractions of shares issued to or registered in the name of shareholders following or
as a result of the Share Consolidation.
The Share Consolidation is intended to enable
the Company to regain compliance with the New York Stock Exchange’s continued listing standard relating to minimum average closing
share price. There can be no assurance that the Share Consolidation, if approved and implemented, will result in a proportionate increase
in the per-share price of the Company’s ordinary shares, that any increased share price can be maintained, that the Share Consolidation
will not adversely impact the market capitalization or liquidity of the Company’s shares, or that the Company will successfully
regain or maintain compliance with the NYSE’s minimum bid price requirement or other continued listing standards.
The Board has fixed the close of business on November
9, 2026 (Eastern Standard Time) as the record date (the “Record Date”) for determining the shareholders entitled to receive
notice of, to attend, and to vote at, the EGM or any adjourned or postponed meeting thereof. Holders of record of the Company’s
Class A ordinary shares and Class B ordinary shares at the close of business on the Record Date are entitled to notice of, and to attend
and vote at, the EGM or any adjournment or postponement thereof, in person at the meeting venue or virtually by means of electronic facilities.
The notice of the EGM, which sets forth the resolution to be submitted for shareholder approval at the meeting, is available on the Company’s
website at https://www.thegenerationessentials.com/.
About The Generation
Essentials Group
The Generation Essentials
Group (NYSE: TGE; LSE: TGE), jointly established by AMTD Group, AMTD IDEA Group (NYSE: AMTD; SGX: HKB) and AMTD Digital Inc. (NYSE: HKD),
is headquartered in France and focuses on global strategies and developments in multi-media, entertainment, and cultural affairs worldwide
as well as hospitality and VIP services. TGE comprises L’Officiel, The Art Newspaper, movie and entertainment projects. Collectively,
TGE is a diversified portfolio of media and entertainment businesses, and a global portfolio of premium properties. Also, TGE is a special
purpose acquisition company (SPAC) sponsor manager, with its first SPAC successfully raised and priced on December 18, 2025.
Safe Harbor Statement
This press release contains statements that may
constitute “forward-looking” statements pursuant to the “safe harbor” provisions of the U.S. Private Securities
Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,”
“anticipates,” “aims,” “future,” “intends,” “plans,” “believes,”
“estimates,” “likely to,” and similar statements. Statements that are not historical facts, including statements
about the beliefs, plans, and expectations of The Generation Essentials Group, are forward-looking statements. Forward-looking statements
involve inherent risks and uncertainties. Further information regarding these and other risks is included in the filings of The Generation
Essentials Group with the SEC. All information provided in this press release is as of the date of this press release, and The Generation
Essentials Group does not undertake any obligation to update any forward-looking statement, except as required under applicable law.
For more information, please contact:
IR Office
The Generation Essentials Group
EMAIL: ir@tge.media
