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 August, 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 ☐
Submission of Matters to a Vote of Security Holders.
As previously disclosed, on August 7, 2026, TJGC Group Limited
(the “Company”) held an adjourned extraordinary general meeting of the Company (the “Adjourned
EGM”), at which all matters were acted upon by the Company’s shareholders at the Adjourned EGM, each of which was
voted on and approved by the shareholders, that with effect from such date and time to be determined by the board of directors of
the Company which in any event shall not be later than August 31, 2026 (the “Effective Date”):
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(a) |
the composition of the maximum number of shares the Company is authorised to issue be changed from an unlimited number of Shares with no par value each divided into six classes of shares, comprising (i) Ordinary shares of no par value, (ii) Class A preferred shares of no par value, (iii) Class B preferred shares of no par value, (iv) Class C preferred shares of no par value, (v) Class D preferred shares of no par value, and (vi) Class E preferred shares of no par value to an unlimited number of Shares with no par value each divided into seven classes of shares, comprising (i) Class A ordinary shares of no par value (the “Class A Ordinary Shares”), (ii) Class B ordinary shares of no par value (the “Class B Ordinary Shares”), (iii) Class A preferred shares of no par value, (iv) Class B preferred shares of no par value, (v) Class C preferred shares of no par value, (vi) Class D preferred shares of no par value, and (vii) Class E preferred shares of no par value (the “Change of Authorised Share Composition”); |
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(b) |
the Board be hereby authorised and granted with full authority to determine the Effective Date failing which the Change of Authorised Share Composition shall not take any effect; |
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(c) |
subject to and contemporaneously upon the Change of Authorised Share Composition taking effect, (i) 476,667 issued ordinary shares of no par value registered in the name of Wei Jinchan be re-designated as 476,667 issued Class B Ordinary Shares, credited as fully paid, with all rights, restrictions and privileges as set out in the ARM&A (as defined below); and (ii) the remaining 9,623,356 issued ordinary share of no par value registered in the names of various shareholders be re-designated as issued Class A Ordinary Shares, credited as fully paid with all rights, restrictions and privileges as set out in the ARM&A (the “Share Redesignations”); |
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(d) |
subject to and conditional upon shareholders’ approvals of the Change of Authorised Share Composition, the amended and restated memorandum of association and articles of association of the Company (the “ARM&A”) , containing the amendments reflecting the Change of Authorised Share Composition furnished herewith as Exhibit 3.1 to this Form 6-K, be approved and adopted in its entirety and in substitution for and to the exclusion of the existing memorandum and articles of association of the Company filed on November 11, 2025; |
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(e) |
each director be, and hereby is, authorised, approved and directed severally, for and on behalf of the Company, to execute such further documents and take such further actions as such director shall deem necessary, appropriate or advisable in order to carry out the intent and purposes of the Change of Authorised Share Composition, the Share Redesignations and related matters, including without limitation, to update the register of members of the Company, to cancel any old share certificate(s) and to issue and execute any new share certificate(s) reflecting the Change of Authorised Share Composition and the Share Redesignations, and any and all actions already taken by such director in connection with the Change of Authorised Share Composition, the Share Redesignations and related matters (including his/her prior execution and delivery of any document by such director) be ratified, approved and confirmed and adopted in all respects; and |
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(f) |
each director and the registered agent of the Company be hereby authorised and instructed severally to make all such filings with the Registrar of Corporate Affairs in the British Virgin Islands to implement and give effect to the matters approved herein. |
The Change of Authorised Share Composition and Share Redesignations
will be reflected with the Nasdaq Capital Market and in the marketplace at the open of business on August
12, 2026, whereupon the Class A Shares will continue trading under the symbol “TJGC”.
On August 11,
2026, the Company issued a press release announcing the Change of Authorised Share Composition and Share Redesignations. The full text
of the Press Release is attached as Exhibit 99.1 to the Current Report on Form 6-K.
Financial Statements and Exhibits.
The following exhibits are being filed herewith:
| Exhibit
No. |
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Description |
| 3.1 |
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Amended and Restated Memorandum and Articles of Association |
| 99.1 |
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Press Release, dated August 11, 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.
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TJGC Group Limited |
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| Date: August 11, 2026 |
By: |
/s/ Guo Bin |
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Name: |
Guo Bin |
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Title: |
Chief Executive Officer |
Exhibit 99.1
TJGC Group Limited Announces the Change of Authorised Share Composition
and Share Redesignations
HONG KONG, Aug. 11, 2026 (GLOBE NEWSWIRE) -- On August 7, 2026,
TJGC Group Limited (the “Company”) held the an adjourned extraordinary general meeting of the Company, at which a change
of the composition of the authorised shares of the Company was approved by the shareholders, whereby the composition of the maximum
number of shares the Company is authorised to issue be changed from an unlimited number of Shares with no par value each divided
into six classes of shares, comprising (i) Ordinary shares of no par value, (ii) Class A preferred shares of no par value, (iii)
Class B preferred shares of no par value, (iv) Class C preferred shares of no par value, (v) Class D preferred shares of no par
value, and (vi) Class E preferred shares of no par value to an unlimited number of Shares with no par value each divided into seven
classes of shares, comprising (i) Class A ordinary shares of no par value (the “Class A Ordinary Shares”), (ii)
Class B ordinary shares of no par value (the “Class B Ordinary Shares”), (iii) Class A preferred shares of no par
value, (iv) Class B preferred shares of no par value, (v) Class C preferred shares of no par value, (vi) Class D preferred shares of
no par value, and (vii) Class E preferred shares of no par value (the “Change of Authorised Share
Composition”).
Subject to and contemporaneously upon the Change of Authorised Share
Composition taking effect, (i) 476,667 issued ordinary shares of no par value registered in the name of Wei Jinchan be re-designated as
476,667 issued Class B Ordinary Shares, credited as fully paid, with all rights, restrictions and privileges as set out in the ARM&A
(the “ARM&A”); and (ii) the remaining 9,623,356 issued ordinary share of no par value registered in be re-designated
as issued Class A Ordinary Shares, credited as fully paid with all rights, restrictions and privileges as set out in the ARM&A (the
“Share Redesignations”).
The Change of Authorised Share Composition and Share Redesignations
shall be reflected with the Nasdaq Capital Market and in the marketplace at the open of business on August 12, 2026, whereupon
the Ordinary Shares will continue trading under the symbol “TJGC”.
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
