DirectBooking (NASDAQ: ZDAI) boosts Class B voting power and expands share capital

Rhea-AI Filing Summary

DirectBooking Technology Co., Ltd. shareholders approved a sweeping capital and governance overhaul at an extraordinary general meeting. The authorised share capital jumps from US$250,000 (312,500,000 ordinary shares) to US$40,000,000 (5,000,000,000 ordinary shares) at US$0.0008 par value each.

The structure now allows up to 4,900,000,000 Class A shares and 100,000,000 Class B shares, creating billions of new authorised but unissued shares. Shareholders granted the board a five-year mandate to implement share subdivisions if the NASDAQ price exceeds US$100 and share consolidations if it falls below US$1.00, with wide ratios at the board’s discretion.

Voting power for each Class B share doubles from 50 to 100 votes through an amendment of share rights, and a third amended and restated memorandum and articles of association was adopted to reflect these changes and earlier capital moves. Shareholders also approved repurchasing 395,834 Class A shares from Fortiwealth Advisory Co., Ltd. and issuing 395,834 Class B shares to the same holder, effectively converting that stake into higher-vote stock without changing its share count.

Positive

• None.

Negative

• Concentrated voting power: Doubling Class B voting rights from 50 to 100 votes per share and converting Fortiwealth Advisory’s 395,834 shares into Class B increases high-vote influence without adding economic ownership, potentially widening the gap between control and capital at risk.
• Large future dilution capacity: Expanding authorised capital from 312,500,000 to 5,000,000,000 ordinary shares creates substantial headroom for new equity issuance, which could materially dilute existing holders if extensively used.

Insights

Corporate governance and equity structure analyst

Shareholders enabled major capital expansion and stronger high-vote control.

The resolutions dramatically expand authorised share capital to 5,000,000,000 ordinary shares and give the board broad, long-dated authority to execute both share splits above US$100 and reverse splits below US$1.00. This introduces significant flexibility around future equity actions.

Governance shifts are substantial. Class B voting power doubles from 50 to 100 votes per share, and Fortiwealth Advisory’s 395,834 shares are swapped into Class B, converting its holding into high-vote stock while keeping its share count unchanged. These steps increase the potential concentration of voting control relative to economic ownership.

The adoption of a third amended and restated memorandum and articles locks these cumulative changes into the company’s governing documents. Future outcomes for ordinary investors will depend on how the enlarged authorisation and split/consolidation mandates are used over the five-year mandate period and how extensively high-vote shares are employed in any future transactions.

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 March 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 ☐

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 copy of the press release is furnished as Exhibit 99.1 to this Form 6-K.

Exhibits

Exhibit No.		Description of Exhibit
99.1		Press Release, dated March 26, 2026, regarding results of the Extraordinary General Meeting

2

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: March 26, 2026	By:	/s/ Tan Yu
	Name:	Tan Yu
	Title:	Chief Executive Officer, Chairman of the Board and Director

3

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$40,000,000 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

FAQ

What did DirectBooking (ZDAI) shareholders approve at the Extraordinary General Meeting?

Shareholders approved six resolutions, including a massive increase in authorised share capital to 5,000,000,000 ordinary shares, conditional share split and consolidation powers, enhanced Class B voting rights, updated governing documents, and a high-vote share conversion for Fortiwealth Advisory’s 395,834-share position.

How did DirectBooking (ZDAI) change its authorised share capital?

Authorised capital rose from US$250,000 (312,500,000 ordinary shares) to US$40,000,000 (5,000,000,000 ordinary shares) at US$0.0008 par. The structure now permits 4,900,000,000 Class A shares and 100,000,000 Class B shares, creating significant capacity for future issuance.

What new share split and reverse split powers did DirectBooking (ZDAI) grant its board?

Shareholders gave the board a five-year mandate to execute one share subdivision if the NASDAQ price exceeds US$100, at ratios between 1:2 and 1:100, and one or more consolidations if it falls below US$1.00, at ratios between 2:1 and 1,000:1.

How were Class B voting rights at DirectBooking (ZDAI) changed?

The voting right per Class B share was increased from 50 votes to 100 votes on all matters at general meetings. This special resolution effectively doubles the voting power of each Class B share relative to before, significantly strengthening holders of that class in shareholder decisions.

What is the Fortiwealth Advisory share conversion approved by DirectBooking (ZDAI) shareholders?

Shareholders consented to repurchasing 395,834 authorised and issued Class A shares from Fortiwealth Advisory Co., Ltd. and issuing 395,834 Class B shares to it. Proceeds from the issuance fund the repurchase, keeping its share count unchanged while converting that stake into high-vote shares.

What governing document changes did DirectBooking (ZDAI) adopt?

The company adopted a third amended and restated memorandum and articles of association, replacing the prior version. The new documents incorporate enhanced Class B voting rights and prior share capital adjustments approved by board resolutions dated 10 March 2026 and 23 January 2026.

Filing Exhibits & Attachments

1 document

Press Releases

• EX-99.1 EX-99.1 14.2 KB