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 March 2026.
Commission File Number 001-42483
TJGC
GROUP LIMITED
(Translation of registrant’s name into English)
Unit F, 12/F
Kaiser Estate
Phase 1
41 Man Yue Street
Hunghom, Kowloon, 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
INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K
Nasdaq Minimum Bid Price Deficiency Letter
TJGC Group Limited (the “Company”)
received a notice dated March 26, 2026, from the Listings Qualifications Department (the “Staff”) of The Nasdaq Stock Market
LLC (“Nasdaq”) notifying the Company that the minimum bid price per share of its ordinary shares was below $1.00 for a period
of 30 consecutive business days and that the Company did not meet the minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2)
(the “Minimum Bid Price Rule”). The Nasdaq notification letter does not result in the immediate delisting of the Company’s
ordinary shares, and the shares will continue to trade uninterrupted under the symbol “TJGC.”
Pursuant to
Nasdaq Listing Rule 5810(c)(3)(A), the Company has a compliance period of one hundred eighty (180) calendar days, or until September 22,
2026 (the “Compliance Period”), to regain compliance with Nasdaq’s minimum bid price requirement. If at any time during
the Compliance Period, the closing bid price per share of the Company’s ordinary shares is at least $1.00 for a minimum of ten (10)
consecutive business days, Nasdaq will provide the Company a written confirmation of compliance and the matter will be closed.
In the event
the Company does not regain compliance by September 22, 2026, the Company may be eligible for an additional 180 calendar day grace period.
To qualify, the Company will be required to meet the continued listing requirement for market value of publicly held shares and all other
initial listing standards for the Nasdaq Capital Market, with the exception of the bid price requirement, and will need to provide written
notice of its intention to cure the deficiency during the second compliance period, including by effecting a reverse stock split, if necessary.
If the Company chooses to implement a reverse stock split, it must complete the split no later than ten (10) business days prior to September
22, 2026, or the expiration of the second compliance period if granted.
The Company
is currently evaluating options to regain compliance and intends to timely regain compliance with Nasdaq’s continued listing requirement.
There can be no assurance that the Company will be able to satisfy the Nasdaq’s continued listing requirements, regain compliance
with the Minimum Bid Price Rule, and maintain compliance with other Nasdaq listing requirements.
This information is being provided
solely to comply with NASDAQ Listing Rules requiring public announcement of the Company’s receipt of the letter from NASDAQ.
On March
30, 2026, the Company issued a press release entitled “TJGC Group Announces Receipt of Nasdaq Notification Letter Regarding Minimum
Bid Price Deficiency” A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference
EXHIBIT INDEX
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release dated March 30, 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: March 30, 2026 |
TJGC Group Limited |
| |
|
| |
By: |
/s/Guo Bin |
| |
Name: |
Guo Bin |
| |
Title: |
Chief Executive Officer |
Exhibit 99.1
TJGC Group Announces Receipt of Nasdaq Notification
Letter
Regarding Minimum Bid Price Deficiency
Hong Kong, March 30, 2026 (GLOBE NEWSWIRE) -- TJGC Group Limited (Nasdaq: TJGC) ("TJGC" or the “Company”),an integrated marketing and advertising
services provider in Hong Kong, today announced it has received a letter of noncompliance from The Nasdaq Stock Market LLC ("Nasdaq”),
dated March 26 ,2026, notifying the Company that based on TJGC's closing bid price for the last 30 consecutive business days, the Company
no longer meets the continued listing requirement of Nasdaq, under Nasdaq Listing Rules 5550(a)(2),to maintain a minimum bid price of
$1 per share.
However, pursuant to Nasdaq Listing
Rule 5810(c)(3)(A), the Company has a compliance period of 180 calendar days in which to regain compliance. If at any time during this
180-day period the closing bid price of the Company's security is at least $1 for a minimum of ten consecutive business days, Nasdaq will
provide TJGC with written confirmation of compliance and this matter will be closed.
In the event the Company does not
regain compliance, TJGC may be eligible for additional time. To qualify, the Company will be required to meet the continued listing requirement
for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of
the bid price requirement, and will need to provide written notice of its intention to cure the deficiency during the second compliance
period, by effecting a reverse stock split, if necessary. If TJGC meets these requirements, Nasdaq will inform the Company that it has
been granted an additional 180 calendar days. However, if it appears to Nasdaq that the Company will not be able to cure the deficiency,
or if the Company is otherwise not eligible, Nasdaq will provide notice that its securities will be subject to delisting.
The Nasdaq notification letter does not
result in the immediate delisting of the Company's ordinary shares, and the shares will continue to trade uninterrupted under the symbol
“TJGC.”
The company is currently evaluating
options to regain compliance and intends to timely regain compliance with Nasdaq's continued listing requirement. Although TJGC will use
all reasonable efforts to achieve compliance with Rule 5550(a)(2), there can be no assurance that the Company will be able to regain compliance
with that rule or will otherwise be in compliance with other Nasdaq continued listing requirement.
About TJGC Group Limited
TJGC Group Limited, through its subsidiary,
Ctrl Media Limited provides integrated marketing and advertising services in Hong Kong. The company offers services to mobile game developers,
principally developers of mobile gaming applications that gamers download from the developers’ websites and applicable mobile operating
systems, such as Apple Store or Android Google Play Store. It also uses digital media, such as online social media platforms, websites,
and search engines over the Internet to broadcast the advertising campaigns. In addition, the company undertakes contracts with YouTuber,
KOL, and local celebrities to film introductory gaming videos for broadcast in their personal blogs and social media platforms; offers
physical media, including podium platforms with transportation terminals and public venues to broadcast advertising campaigns; and assists
clients to plan and prepare their exhibition booths in the animation-comic-game and other offline marketing events. The company was formerly
known as Ctrl Group Limited and change its name to TJGC Group Limited in November 2025. TJGC Group Limited was incorporated in 2022 and
is based in Hung Hom, Hong Kong.
Forward Looking-Statements
Certain statements contained
in this press release about future expectations, plans and prospects, as well as any other statements regarding matters that are not historical
facts, may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.These
statements include, but are not limited to, statements relating to the expected trading commencement and closing dates. The words “anticipate,""believe,""continue,""could,""estimate,"“expect,""intend,""may,""plan,"“potential,”“predict,""project,""should,”
"target," "will," “would” and similar expressions are intended to identify forward-looking statements,
although not all forward-looking statements contain these identifying words. Actual results may differ materially from those indicated
by such forward-looking statements as a result of various important factors, including: the uncertainties related to market conditions
and other factors discussed in the “Risk Factors” section of the final prospectus filed with the SEC. For these reasons, among
others, investors are cautioned not to place undue reliance upon any forward-looking statements in this press release. Any forward-looking
statements contained in this press release speak only as of the date hereof, and TJGC specifically disclaims any obligation to update
any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law.
For more information, please contact:
Investor Relations
Ctrl Media Limited
Phone: +852-3107-4887
Email: project@ctrl-media.com
