UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
6-K /A
Amendment
No. 1
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: 001-42181
DirectBooking
Technology Co., Ltd.
(Registrant’s
Name)
Room
2912, 29/F., New Tech Plaza
34
Tai Yau Street
San
Po Kong
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 ☐
EXPLANATORY
NOTE
This
Amendment No. 1 on Form 6-K/A amends the Report on Form 6-K originally furnished by DirectBooking Technology Co., Ltd. (the “Company”)
to the Securities and Exchange Commission on March 26, 2026 (the “Original Form 6-K”).
The
Original Form 6-K furnished a press release as Exhibit 99.1 announcing the results of the Company’s extraordinary general meeting
of shareholders held on March 25, 2026. Exhibit 99.1 contained a typographical error in the amount of the Company’s post-increase
authorised share capital under the section titled “Increase of Share Capital.”
This
Form 6-K/A is being furnished solely to correct that typographical error in Exhibit 99.1. A corrected version of Exhibit 99.1 is furnished
herewith and replaces in its entirety the version previously furnished as Exhibit 99.1 to the Original Form 6-K. Except as expressly
set forth herein, the Original Form 6-K remains unchanged.
INFORMATION
CONTAINED IN THIS FORM 6-K REPORT
On
March 26, 2026, DirectBooking Technology Co., Ltd. (the “Company”) issued a press release announcing the results of its extraordinary
general meeting of shareholders (the “Meeting” or “Extraordinary General Meeting”), which was held on March 25,
2026, in Hong Kong.
A corrected copy of the press release is furnished as Exhibit
99.1 to this Form 6-K/A.
Exhibits
Exhibit
No. |
|
Description
of Exhibit |
| 99.1 |
|
Press
Release, dated March 26, 2026, regarding results of the Extraordinary General Meeting, as corrected |
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.
| |
DIRECTBOOKING
TECHNOLOGY CO., LTD. |
| |
|
|
| Date:
April 16, 2026 |
By: |
/s/
Tan Yu |
| |
Name: |
Tan
Yu |
| |
Title: |
Chief
Executive Officer, Chairman of the Board and Director |
Exhibit 99.1
All
Resolutions Passed at DirectBooking Technology Extraordinary General
Meeting, Clearing Path for Enhanced Share Capital Structure
Hong
Kong, March 26, 2026 – DirectBooking Technology Co., Ltd. (NASDAQ: ZDAI) (hereinafter referred to as “DirectBooking”
or the “Company”) announced that shareholders have approved all six resolutions at the Company’s Extraordinary General
Meeting, providing full authorization for a major expansion of its share capital, conditional share subdivision and consolidation mechanisms,
enhanced voting rights for Class B shares, and adoption of updated governing documents.
Increase
of Share Capital
Shareholders
resolved by an ordinary resolution that the authorised share capital of the Company be increased from US$250,000 divided into 312,500,000
ordinary shares of US$0.0008 par value each, consisting of (a) 250,000,000 Class A ordinary shares and (b) 62,500,000 Class B ordinary
shares, to US$4,000,000 divided into 5,000,000,000 ordinary shares of US$0.0008 par value each, consisting of (a) 4,900,000,000 Class
A ordinary shares and (b) 100,000,000 Class B ordinary shares, by the creation of 4,650,000,000 authorised and unissued Class A ordinary
shares and 37,500,000 authorised and unissued Class B ordinary shares.
Conditional
Subdivision of Share Capital
Shareholders
resolved by an ordinary resolution that in the event the closing bid price per listed share of the Company (ticker symbol: ZDAI) on the
NASDAQ Stock Market exceeds US$100, the Company grants a general mandate to the Board during the Relevant Period to effect one subdivision
of the share capital at a subdivision ratio between 1:2 and 1:100, at the Board’s sole discretion, with subdivided shares retaining
the same rights and restrictions as set out in the Articles of Association.
Conditional
Consolidation of Share Capital
Shareholders
resolved by an ordinary resolution that in the event the closing bid price per listed share of the Company on the NASDAQ Stock Market
falls below US$1.00, the Company grants a general mandate to the Board during the Relevant Period to effect one or more consolidations
of the share capital at a consolidation ratio between 2:1 and 1,000:1, at the Board’s sole discretion. The Relevant Period extends
from the date of passing this resolution until the fifth-year anniversary of the Extraordinary General Meeting or until such mandate
is revoked or varied by shareholders, whichever is earlier.
Amendment
of Rights of Shares
Shareholders
resolved by a special resolution that the voting right attached to each Class B Ordinary Share be amended from 50 votes on all matters
subject to vote at general meetings to 100 votes on all such matters, effectively doubling the voting power of Class B shares.
Adoption
of the Third Amended and Restated Memorandum and Articles of Association
Shareholders
resolved by a special resolution that the third amended and restated memorandum and articles of association of the Company be adopted
in substitution for and to the exclusion of the existing memorandum and articles of association, reflecting cumulative changes including
the enhanced Class B voting rights (from 50 to 100 votes per share) approved by Board Resolution dated 10 March 2026, and previous share
capital adjustments approved by Board Resolution dated 23 January 2026.
Consent
to the Repurchase and Issuance of Ordinary Share Rights
Shareholders
resolved by a special resolution to consent to the repurchase of 395,834 authorised and issued Class A Ordinary Shares held by Fortiwealth
Advisory Co., Ltd., the issuance of 395,834 Class B Ordinary Shares to Fortiwealth Advisory Co., Ltd., and applying the proceeds from
the share issuance as consideration for the repurchase. This arrangement effectively converts part of Fortiwealth Advisory’s holding
into high-vote shares while keeping the number of shares held by that shareholder unchanged.
The
Extraordinary General Meeting was held on 25 March 2026, at Room 2912, 29/F., New Tech Plaza, 34 Tai Yau Street, San Po Kong, Kowloon,
Hong Kong, with shareholders of record as of 10 March 2026 entitled to vote in person or by proxy. Each Class A ordinary share carried
one vote at the meeting, while each Class B ordinary share carried fifty votes. All six resolutions received the requisite majority of
votes cast, in line with the Board of Directors’ unanimous recommendation.
About
DirectBooking Technology Co., Ltd.
The
Company is a holding company incorporated in the Cayman Islands, and its operations are conducted through its Hong Kong operating subsidiary,
Primega Construction Engineering Co. Limited. The Company provides transportation services in Hong Kong’s construction industry
and employs environmentally friendly practices with the aim of facilitating the reuse of construction and demolition materials and reducing
construction waste. The Company primarily handles the transportation of materials excavated from construction sites. The Company’s
services principally consist of (i) soil and rock transportation services and (ii) construction works, which mainly include excavation
and lateral support works and bored piling. The Company generally provides its services as a subcontractor to other construction contractors
in Hong Kong.
For
more information, please contact:
DirectBooking
Technology Co., Ltd.
tanyu@primegaghl.com
