TJGC Group (NASDAQ: MCTR) closes US$6M ordinary share sale

Rhea-AI Filing Summary

TJGC Group Limited completed a US$6,000,000 reasonable best efforts equity offering, selling 15,000,000 ordinary shares at US$0.40 per share. After paying offering expenses, including a 4% placement fee, the company received net proceeds of about US$5,435,772.

The company plans to use the cash mainly for artificial intelligence research and development and product enhancement, market expansion and strategic partnerships, and general working capital. Directors, officers, and ≥10% shareholders agreed to a 30‑day lock-up period after closing, limiting additional share sales without the placement agent’s consent.

Insights

Equity capital markets analyst

TJGC raises $6M via discounted equity, adding cash but causing dilution.

TJGC Group Limited issued 15,000,000 ordinary shares at US$0.40 per share, raising gross proceeds of US$6,000,000 on a reasonable best efforts basis. Net cash to the company was about US$5,435,772 after fees and expenses, including a 4% placement fee to the placement agent.

The deal strengthens liquidity for AI R&D, product enhancement, market expansion, strategic partnerships, and working capital, but also increases the share count, implying dilution for existing holders. A 30‑day lock-up for insiders and ≥10% shareholders offers short-term supply discipline after the April 16, 2026 closing.

Key Figures

Shares issued: 15,000,000 shares Offering price: US$0.40 per share Gross proceeds: US$6,000,000 +5 more

8 metrics

Shares issued 15,000,000 shares Ordinary shares sold in April 2026 offering

Offering price US$0.40 per share Purchase price for ordinary shares

Gross proceeds US$6,000,000 Aggregate gross proceeds from the offering

Placement fee rate 4% Cash fee on aggregate gross proceeds to placement agent

Net proceeds US$5,435,772 Net cash after estimated offering expenses

Lock-up period 30 days Insider and ≥10% shareholder lock-up after closing

Registration statement Form F-1, No. 333-294243 Declared effective on March 30, 2026

Closing date April 16, 2026 Closing of the best efforts offering

Key Terms

reasonable best efforts, placement agency agreement, Registration Statement on Form F-1, lock-up agreements, +1 more

5 terms

reasonable best efforts financial

"The Placement Agent acted on a "reasonable best efforts" basis."

placement agency agreement financial

"the Company entered into a placement agency agreement (the "Placement Agency Agreement")"

Registration Statement on Form F-1 regulatory

"The Shares were offered pursuant to the Registration Statement on Form F-1 (File No. 333-294243)"

A registration statement on Form F-1 is a legal document companies file with regulators to offer their shares to investors in a foreign country or market. It provides essential information about the company's business, finances, and risks, helping investors make informed decisions about whether to buy its stock. This process ensures transparency and protects investors by making company details publicly available before trading begins.

lock-up agreements financial

"the lock-up agreements do not purport to be complete and are subject to, and qualified in their entirety by, the forms of such documents"

A lock-up agreement is a contract that prevents company insiders—founders, employees, and early investors—from selling their shares for a set period after a public stock offering. It matters to investors because it keeps a large block of shares off the market temporarily; when the lock-up ends, those holders can sell and this increased supply can cause the stock price to fall, similar to a timed release that suddenly opens a valve.

securities purchase agreement financial

"entered into a securities purchase agreement (the "Purchase Agreement") with certain purchasers"

A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.

Form 6-K: How Foreign Companies Report to the SEC →

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 April 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 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

Pricing and Closing of $6 Million Best Efforts Offering

On April 15, 2026, TJGC Group Limited (Nasdaq: TJGC), a British Virgin Islands business company (the “Company”), entered into a securities purchase agreement (the “Purchase Agreement”) with certain purchasers party thereto. Pursuant to the Purchase Agreement, the Company agreed to issue and sell an aggregate of 15,000,000 ordinary shares, no par value per share (the “Shares”), at a purchase price of US$0.40 per Share, for aggregate gross proceeds of US$6,000,000 (the “Offering”). The Purchase Agreement contains customary representations, warranties and agreements of the Company and the purchasers and customary indemnification rights and obligations of the parties.

In connection with the Offering, on April 15, 2026, the Company entered into a placement agency agreement (the “Placement Agency Agreement”) with Eddid Securities USA Inc., as placement agent in connection with the Offering (the “Placement Agent”). The Placement Agent acted on a “reasonable best efforts” basis. The Company paid the Placement Agent a cash fee equal to 4% of the aggregate gross proceeds raised in the Offering.

The Company’s directors, officers, and shareholders holding at least ten percent (10%) of the Company’s outstanding ordinary shares have agreed, subject to certain exceptions, not to offer, issue, sell, contract to sell, encumber, grant any option for the sale of or otherwise dispose of any ordinary shares or other securities convertible into or exercisable or exchangeable for ordinary shares for a period of 30 days following the closing date of the Offering without the prior written consent of the Placement Agent, subject to certain exceptions.

The Shares were offered pursuant to the Registration Statement on Form F-1 (File No. 333-294243), which was declared effective by the Securities and Exchange Commission on March 30, 2026.

The closing of the Offering occurred on April 16, 2026. The Company received net proceeds of approximately US$5,435,772, after deducting the estimated offering expenses payable by the Company, including the placement agent fees. The Company intends to use the net proceeds from the Offering primarily for investment in artificial intelligence research and development and product enhancement, market expansion and strategic partnerships, and working capital and general corporate purposes.

The foregoing summaries of the Purchase Agreement, the Placement Agency Agreement, and the lock-up agreements do not purport to be complete and are subject to, and qualified in their entirety by, the forms of such documents, which are filed as exhibits 10.1, 10.2 and 10.3 to this Report on Form 6-K, which are incorporated by reference.

EXHIBIT INDEX

Exhibit No.		Exhibit
10.1		Placement Agency Agreement
10.2		Form of Securities Purchase Agreement
10.3		Form of Lock-Up Agreement

 1

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: April 20, 2026	TJGC GROUP LIMITED
	By:	/s/ Bin Guo
		Bin Guo
		Chief Executive Officer

 2

FAQ

What did TJGC Group Limited (MCTR) announce in this Form 6-K?

TJGC Group Limited completed a US$6,000,000 equity offering, issuing 15,000,000 ordinary shares at US$0.40 each. The transaction was conducted on a reasonable best efforts basis and closed on April 16, 2026, providing new cash to fund growth initiatives and working capital.

How many shares did TJGC Group Limited (MCTR) sell and at what price?

The company sold 15,000,000 ordinary shares at US$0.40 per share, resulting in aggregate gross proceeds of US$6,000,000. These ordinary shares were issued under an effective Form F-1 registration statement, with a placement agent engaged on a reasonable best efforts basis.

How much net cash did TJGC Group Limited (MCTR) receive from the offering?

TJGC Group Limited received approximately US$5,435,772 in net proceeds from the US$6,000,000 offering. This figure reflects deductions for estimated offering expenses, including a 4% cash fee paid to the placement agent on the aggregate gross proceeds raised.

How will TJGC Group Limited (MCTR) use the offering proceeds?

The company plans to use net proceeds mainly for AI-related growth, including artificial intelligence research and development, product enhancement, market expansion, and strategic partnerships. Remaining funds will support working capital and general corporate purposes, providing flexibility for ongoing operations and business development.

What lock-up restrictions apply after TJGC Group Limited’s (MCTR) offering?

Directors, officers, and ≥10% shareholders agreed to a 30-day lock-up following the closing date. During this period, they generally may not sell or encumber ordinary shares, or related securities, without prior written consent from the placement agent, subject to specified exceptions.

Which registration statement covered TJGC Group Limited’s (MCTR) share sale?

The offering was made under a Form F-1 registration statement, file number 333-294243, which was declared effective by the SEC on March 30, 2026. The registered shares were then issued and the offering closed on April 16, 2026.

Filing Exhibits & Attachments

3 documents

Agreements & Contracts

• EX-10.1 PLACEMENT AGENCY AGREEMENT 102.4 KB
• EX-10.2 FORM OF SECURITIES PURCHASE AGREEMENT 121.1 KB
• EX-10.3 FORM OF LOCK-UP AGREEMENT 15.1 KB