CHSN 6-K
Chanson International Holding (CHSN)
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: 001-41663
Chanson International Holding
B9 Xinjiang Chuangbo Zhigu Industrial Park
No. 100 Guangyuan Road, Shuimogou District
Urumqi, Xinjiang, China
(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 ☐
As previously disclosed in the Form 6-K filed on February 25, 2026, the shareholders of Chanson International Holding (the “Company”) approved, at the extraordinary general meeting held on February 23, 2026, a special resolution relating to the reduction and reorganization of the Company’s share capital (the “Share Capital Reduction and Reorganisation”), subject to the conditions set forth therein. The principal components of the Share Capital Reduction and Reorganisation are as follows:
Share Capital Reduction
| a. | the par value of each issued and outstanding Class A ordinary share of US$0.08 par value each and Class B ordinary share of US$0.08 par value each in the share capital of the Company be reduced to US$0.0001 by cancelling US$0.0799 of the paid-up capital on each of the issued and outstanding Class A ordinary shares of US$0.08 par value each and Class B ordinary shares of US$0.08 par value each (the “Share Capital Reduction”); |
| b. | following the Share Capital Reduction, the amount deemed to be paid up on each issued and outstanding share of the Company shall be US$0.0001; |
| c. | the credit arising from the Share Capital Reduction be transferred to a distributable reserve account of the Company which may be utilised by the Company as the board of directors of the Company may deem fit and as permitted under the Companies Act, the Company’s memorandum and articles of association, and all relevant applicable laws, including, without limitation, eliminating or setting off any accumulated losses of the Company (if any) from time to time; |
Share Capital Subdivision
| d. | immediately following the Share Capital Reduction: |
| i. | each authorised but unissued Class A ordinary share of US$0.08 par value each be subdivided into 800 Class A ordinary shares of US$0.0001 par value each; and |
| ii. | each authorised but unissued Class B ordinary share of US$0.08 par value each be subdivided into 800 Class B ordinary shares of US$0.0001 par value each, |
(the “Subdivision”);
Share Capital Cancellation
| e. | immediately following the Subdivision, the authorised share capital of the Company be altered by the cancellation of such number of unissued Class A ordinary shares of US$0.0001 par value each and unissued Class B ordinary shares of US$0.0001 par value each that will result in the Company having authorised share capital of US$412,500 divided into 4,110,000,000 Class A ordinary shares of US$0.0001 par value each and 15,000,000 Class B ordinary shares of US$0.0001 par value each (the “Cancellation”); and |
Authorised Share Capital Confirmation
| f. | immediately following the Share Capital Reduction, the Subdivision and Cancellation, the authorised share capital of the Company shall be US$412,500 divided into 4,110,000,000 Class A ordinary shares of US$0.0001 par value each and 15,000,000 Class B ordinary shares of US$0.0001 par value each. |
On March 13, 2026, the Registrar of Companies of the Cayman Islands (the “Cayman Registrar”) approved the Share Capital Reduction and Reorganisation. The Company has completed registration with the Cayman Registrar of the relevant minute and its Amended and Restated Memorandum and Articles of Association reflecting the Share Capital Reduction and Reorganisation, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.
As a result, and pursuant to the Amended and Restated Memorandum and Articles of Association, the Company’s authorized share capital is now US$412,500 divided into 4,110,000,000 Class A ordinary shares of US$0.0001 par value each and 15,000,000 Class B ordinary shares of US$0.0001 par value each.
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EXHIBIT INDEX
| Exhibit No. | Description | |
| 3.1 | Amended and Restated Memorandum of Association of Chanson International Holding |
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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.
| Chanson International Holding | ||
| Date: March 16, 2026 | By: | /s/ Gang Li |
| Name: | Gang Li | |
| Title: | Chief Executive Officer, Director, and Chairman of the Board of Directors | |
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Exhibit 3.1
Companies Act (Revised)
Company Limited by Shares
Amended and Restated
Memorandum of Association
of
Chanson International Holding
香颂国际控股公司
(Adopted by special resolution passed on 23 February 2026 and made effective on 6 March 2026 (with such special resolution being reflected in paragraph 4 of the director’s certificate accompanying the filing of this Memorandum of Association with the Registrar of Companies))
www.verify.gov.ky File#: 354115 |  | |
Companies Act (Revised)
Company Limited by Shares
Amended and Restated
Memorandum of Association
of
Chanson International Holding
香颂国际控股公司
(Adopted by special resolution passed on 23 February 2026 and made effective on 6 March 2026 (with such special resolution being reflected in paragraph 4 of the director’s certificate accompanying the filing of this Memorandum of Association with the Registrar of Companies))
| 1 | The name of the Company is Chanson International Holding 香颂国际控股公司. |
| 2 | The Company’s registered office will be situated at the offices of Harneys Fiduciary (Cayman) Limited, 4th Floor, Harbour Place, 103 South Church Street, PO Box 10240, Grand Cayman, KY1-1002 Cayman Islands, or at such other place in the Cayman Islands as the directors may at any time decide. |
| 3 | The Company’s objects are unrestricted. As provided by section 7(4) of the Companies Act (Revised), the Company has full power and authority to carry out any object not prohibited by any law of the Cayman Islands. |
| 4 | The Company has unrestricted corporate capacity. Without limitation to the foregoing, as provided by section 27 (2) of the Companies Act (Revised), the Company has and is capable of exercising all the functions of a natural person of full capacity irrespective of any question of corporate benefit. |
| 5 | Nothing in any of the preceding paragraphs permits the Company to carry on any of the following businesses without being duly licensed, namely: |
| (a) | the business of a bank or trust company without being licensed in that behalf under the Banks and Trust Companies Act (Revised); or |
| (b) | insurance business from within the Cayman Islands or the business of an insurance manager, agent, sub-agent or broker without being licensed in that behalf under the Insurance Act (Revised); or |
| (c) | the business of company management without being licensed in that behalf under the Companies Management Act (Revised). |
| 6 | The Company will not trade in the Cayman Islands with any person, firm or corporation except in furtherance of its business carried on outside the Cayman Islands. Despite this, the Company may effect and conclude contracts in the Cayman Islands and exercise in the Cayman Islands any of its powers necessary for the carrying on of its business outside the Cayman Islands. |
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| 7 | The Company is a company limited by shares and accordingly the liability of each member is limited to the amount (if any) unpaid on that member’s shares. |
| 8 | The share capital of the Company is US$412,500 divided into 4,110,000,000 Class A ordinary shares of US$0.0001 par value each and 15,000,000 Class B ordinary Shares of US$0.0001 par value each. Subject to the Companies Act (Revised) and the Company’s articles of association, the Company has power to do any one or more of the following: |
| (a) | to redeem or repurchase any of its shares; and |
| (b) | to increase or reduce its capital; and |
| (c) | to issue any part of its capital (whether original, redeemed, increased or reduced): |
| (i) | with or without any preferential, deferred, qualified or special rights, privileges or conditions; or |
| (ii) | subject to any limitations or restrictions |
and unless the condition of issue expressly declares otherwise, every issue of shares (whether declared to be ordinary, preference or otherwise) is subject to this power; or
| (d) | to alter any of those rights, privileges, conditions, limitations or restrictions. |
| 9 | The Company has power to register by way of continuation as a body corporate limited by shares under the laws of any jurisdiction outside the Cayman Islands and to be deregistered in the Cayman Islands. |
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