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 September, 2026
Commission
File Number: 001-42483
TJGC
Group Limited
(Registrant’s
Name)
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 Form 20-F or Form 40-F.
Form
20-F ☒ Form 40-F ☐
Share
Repurchase Program
On
September 24, 2026, the board of directors (the “Board”) of TJGC Group Limited (the “Company”) approved and adopted
a share repurchase program (the “Share Repurchase Program”), pursuant to which the Company may repurchase up to an aggregate
of US$2,000,000 of its Class A ordinary shares of no par value (the “Class A Ordinary Shares”), from time to time, through
open market purchases, block trades, in privately negotiated transactions, or by other means, in each case in compliance with applicable
federal securities laws, including Rule 10b-18 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
The Share Repurchase Program does not obligate the Company to repurchase any specific number or dollar amount of Class A Ordinary Shares,
has no time limit, and may be modified, suspended or discontinued at any time without notice at the discretion of the Board.
On
September 24, 2026, the Company issued a press release announcing the Share Repurchase Program. The full text of the press release is
attached as Exhibit 99.1 to this Report on Form 6-K and is incorporated by reference herein.
Incorporation
by Reference
This
Report on Form 6-K, including Exhibit 99.1 hereto, is hereby incorporated by reference into the Company’s registration statement
on Form F-3 (File No. 333-298708), including the prospectus forming a part thereof, to the extent not superseded.
Financial
Statements and Exhibits.
The
following exhibits are being filed herewith:
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release, dated September 24, 2026 |
SIGNATURE
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 authorised.
| |
TJGC Group Limited |
| |
|
|
| Date: September 24, 2026 |
By: |
/s/ Guo Bin |
| |
Name: |
Guo Bin |
| |
Title: |
Chief Executive Officer |
Exhibit
99.1
TJGC
Group Limited Announces Share Repurchase Program
HONG
KONG, Sept. 24, 2026 (GLOBE NEWSWIRE) — TJGC Group Limited (NASDAQ: TJGC) (“TJGC” or the “Company”) today
announced that its Board of Directors has authorised a share repurchase program for up to US$2,000,000 of the Company’s Class A
ordinary shares.
“The
adoption of this share repurchase program reflects the Board’s confidence in the Company’s long-term strategy and growth
prospects, as well as our commitment to a disciplined approach to capital allocation. We believe this program provides us with the flexibility
to return capital to our shareholders in a manner that enhances shareholder value, while preserving our ability to invest in the growth
of our business,” said Bin Guo, Chief Executive Officer and a director of the Company.
Under
the program, the Company may make repurchases, from time to time, through open market purchases, block trades, in privately negotiated
transactions, or by other means. Open market repurchases will be structured to occur in accordance with applicable federal securities
laws, including within the pricing and volume requirements of Rule 10b-18 under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”). The Company may also, from time to time, enter into Rule 10b5-1 plans to facilitate repurchases under this
authorisation. The volume, timing, and manner of any repurchases will be determined at the Company’s discretion, subject to general
market conditions, as well as the Company’s management of capital, general business conditions, other investment opportunities,
regulatory requirements, and other factors. The repurchase program does not obligate the Company to repurchase any specific amount of
Class A ordinary shares, has no time limit, and may be modified, suspended, or discontinued at any time without notice at the discretion
of the Board of Directors. The Company currently expects to fund the repurchase program from existing cash and cash equivalents and/or
future cash flows.
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 timing, volume and manner
of any repurchases under the share repurchase program and the funding thereof. 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 Company’s registration statements 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
