TJGC Group Limited, a BVI holding company for Hong Kong-based mobile game marketing subsidiaries, reports a difficult year ended March 31, 2026. It recorded a loss from operations of HK$23.5 million and an accumulated deficit of HK$47.7 million, leading its auditor to highlight substantial doubt about its ability to continue as a going concern.
The company completed a Nasdaq IPO on January 27, 2025, issuing 2,300,000 ordinary shares at US$4.00 per share for gross proceeds of US$9.2 million, and states this alleviates that doubt, though further funding and execution of its business plan remain important. TJGC invested in outsourced game and platform development and exhibitions, booking impairments of approximately HK$4.3 million on game development and HK$10.6 million on exhibitions.
All operations run through Hong Kong subsidiaries, exposing TJGC to evolving Hong Kong and PRC legal, regulatory and geopolitical risks, including potential PRC intervention, data and cybersecurity rules, and possible trading restrictions under the HFCAA. 15,300,000 ordinary shares were outstanding as of March 31, 2026.
TJGC Group Limited has regained compliance with Nasdaq’s minimum bid price requirement. Nasdaq staff confirmed that from June 16, 2026 to June 30, 2026, the closing bid price of TJGC’s ordinary shares was at least $1.00 per share for 10 consecutive business days.
This resolves an earlier notice from March 26, 2026, when the bid price had stayed below $1.00 for 30 consecutive business days. Nasdaq now considers the matter closed, meaning TJGC currently meets Listing Rule 5550(a)(2) for continued listing.
TJGC Group Limited is reshaping its board and committees. Effective June 30, 2026, directors CHAN KA MAN and LAI HO YIN resigned, with the company stating their departures did not involve any disagreement over operations, policies, or practices.
On the same date, the board appointed Ms. Tian Ke and Mr. Lin Junteng as independent directors to replace them. Both bring experience in corporate administration, strategy, and operational frameworks. The Audit, Compensation, and Nominating and Governance Committees were reconstituted, each now including Ms. Tian, Mr. Lin, and Mr. Wu Yi, with new chairs designated for all three committees.
TJGC Group Limited reported that Nasdaq will lift the trading halt on its ordinary shares and allow trading to resume after 10:00 a.m. Eastern Time on June 3, 2026. Trading had been halted since May 15, 2026 while Nasdaq staff requested additional information under Listing Rule 5250(a).
The inquiries focused on recent trading activity and a registered follow-on offering that closed on April 16, 2026, as well as a 1-for-3 reverse stock split announced on May 21, 2026. After TJGC submitted several written responses, Nasdaq advised it has no further questions. The company states its internal review found no undisclosed corporate developments explaining the share-price and volume increases around April 15, 2026 and explains the reverse split was pursued to secure durable compliance with Nasdaq’s minimum US$1.00 bid price requirement.
TJGC Group Limited is consolidating its ordinary shares on a one-for-three basis. Every three existing issued ordinary shares will automatically become one new Ordinary Share, reducing the number of issued shares from 30,300,000 to 10,100,000.
The consolidated shares will begin trading on the Nasdaq Capital Market on a split-adjusted basis at the opening of market on May 26, 2026, continuing under the symbol TJGC with a new CUSIP number G2588N116. No fractional shares will be issued; any fractional entitlement will be rounded up to the next whole share.
The board of directors approved this consolidation under the BVI Business Companies Act and the company’s memorandum and articles, so no shareholder vote is required. Authorized share capital and the nil par value of the ordinary shares remain unchanged.
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.
TJGC GROUP Ltd filed a Form 3 naming LAI HO YIN as an independent director and reporting person. The filing shows no reported transactions, no derivative positions, and no holding entries, indicating this is a baseline ownership filing without buy or sell activity.
TJGC GROUP Ltd filed an initial ownership report for CHAN KA MAN, who serves as an Independent Director. The Form 3 does not list any equity transactions or derivative positions, indicating this is a baseline disclosure of insider status rather than a trading event.
TJGC GROUP Ltd director WU YI MIKE filed an initial Form 3 as an independent director of the company. The filing identifies him as a reporting person but lists no equity transactions, meaning it serves as a baseline disclosure of his status without reporting any recent trades.
TJGC GROUP Ltd filed an initial ownership report naming Yang Juan as a director and Chief Finance Officer. The filing is a Form 3 that establishes this person as an insider under SEC rules. It shows no reportable common stock or derivative holdings and no recent transactions.