Cre8 Enterprise Ltd 6-K, filed Apr 2, 2026
Cre8 Enterprise Ltd (CRE)
About this 6-K
Cre8 Enterprise Ltd filed this 6-K on April 2, 2026.
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 April 2026
Commission File Number: 001-42759
CRE8 ENTERPRISE LIMITED
(Translation of registrant’s name into English)
1/F, China Building
29 Queen’s Road Central, Hong Kong
(Address of principal executive offices)
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 ☐
Acquisition of Upperhand Investment Limited (the “Upperhand”)
On March 10, 2026, Cre8 Incorporation Limited (“Cre8 Incorporation”), the wholly-owned subsidiary of Cre8 Enterprise Limited, a British Virgin Islands company (the “Company”), entered into a share purchase agreement (the “Agreement”) with Ng Hei Man, the then sole shareholder of Upperhand. Pursuant to the Agreement, the Company agreed to acquire 100% of the issued and outstanding shares of Upperhand for consideration consisting of a cash payment in the amount of US$200,000 (the “Acquisition”). Upperhand is a privately held company incorporated in the British Virgin Islands that engages in the provision of integrated financial printing services in Japan through its Japanese operating subsidiary, UPPERHAND Japan 株式会社 (UPPERHAND Japan Limited, or “Upperhand Operating Subsidiary”).
Pursuant to the Agreement, the closing of the Acquisition (the “Closing”) shall occur upon completion of the payment of the purchase price. The Company completed the full payment of the consideration on March 17, 2026, and the legal title to the shares of Upperhand was transferred to Cre8 Incorporation on April 1, 2026. Following the Closing, the Company now owns 100% of the equity interest in Upperhand through Cre8 Incorporation.
The foregoing is only a brief description of the material terms of the Agreement and does not purport to be a complete description of the rights and obligations of the parties thereunder. For more details of the transaction, please refer to the Agreement, which is filed as Exhibit 10.1 to this report on Form 6-K and is incorporated herein by reference.
On April 2, 2026, the Company issued a press release entitled “Cre8 Enterprise Limited Announces Acquisition of Upperhand Investment Limited, Expanding Presence in Japan”. A copy of the press release is furnished herewith as Exhibit 99.1.
Safe Harbor Statement
This Form 6-K contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and as defined in the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “is expected to,” “anticipates,” “aim,” “future,” “intends,” “plans,” “believes,” “are likely to,” “estimates,” “may,” “should” and similar expressions. Such forward-looking statements include, without limitation, the consummation of the transaction discussed hereunder, and comments by the management about the benefits of these transactions. All statements other than statements of historical fact in this Form 6-K are forward-looking statements and involve certain risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. These forward-looking statements are based on management’s current expectations, assumptions, estimates, and projections about the Company and the industry in which the Company operates, but involve a number of unknown risks and uncertainties. Further information regarding these and other risks is included in the Company’s filings with the U.S. Securities and Exchange Commission. The Company undertakes no obligation to update forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and actual results may differ materially from the anticipated results. You are urged to consider these factors carefully in evaluating the forward-looking statements contained herein and are cautioned not to place undue reliance on such forward-looking statements, which are qualified in their entirety by these cautionary statements.
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EXHIBIT INDEX
| Exhibit No. | Description | |
| 10.1 | Share Purchase Agreement, dated March 10, 2026 | |
| 99.1 | Press Release, dated April 2, 2026 |
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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.
| Cre8 Enterprise Limited | ||
| Date: April 2, 2026 | By: | /s/ Sze Ting CHO |
| Name: | Sze Ting CHO | |
| Title: | Chief Executive Officer and Chairman of the Board | |
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Exhibit 10.1
SHARE PURCHASE AGREEMENT
Date of Agreement: 10 March, 2026
PARTIES:
This Agreement is entered into between:
SELLER: NG Hei Man (sole shareholder of Upperhand Investment Limited)
A company incorporated under the laws of the British Virgin Islands with company registration number [*] (hereinafter referred to as the “Seller”)
PURCHASER: Cre8 Incorporation Limited
A company incorporated under the laws of the British Virgin Islands with company registration number [*] (hereinafter referred to as the “Purchaser”)
WHEREAS:
WHEREAS the Purchaser desires to acquire, and the Seller desires to sell, all of the issued and outstanding shares of capital stock in Upperhand Investment Limited, a company incorporated under the laws of British Virgin Islands with company registration number [*] (hereinafter referred to as the “Target Company”), upon the terms and conditions set forth herein; and
WHEREAS the parties acknowledge that this Share Purchase Agreement is entered into pursuant to and in fulfillment of the terms contained in the Memorandum of Understanding dated 21st January, 2026 between the parties (the “MOU”).
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. DEFINITIONS AND INTERPRETATIONS
1.1 Definitions
In this Agreement, the following terms shall have the meanings ascribed to them:
“Agreement” means this Share Purchase Agreement, including all Schedules and Exhibits attached hereto.
“Business Day” means any day other than Saturday, Sunday, or any public holiday in Hong Kong, Japan, or the British Virgin Islands.
“Closing” means the completion of the purchase and sale of the Shares as contemplated herein.
“Consideration” means the purchase price of United States Dollars Two Hundred Thousand (US$200,000) to be paid by the Purchaser to the Seller as set forth in Article 2.
“Shares” means all of the issued and outstanding shares of capital stock in the Target Company, representing 100% of the equity interests therein.
“Target Company” means Upperhand Investment Limited, a company incorporated under the laws of the British Virgin Islands with company registration number [*].
1.2 Interpretation
In this Agreement, unless the context otherwise requires:
(a) Headings are for convenience only and do not affect interpretation;
(b) References to articles and sections refer to articles and sections of this Agreement;
(c) The words “include” and “including” shall mean “including without limitation”;
(d) References to “days” mean calendar days unless otherwise specified as “Business Days”;
(e) All monetary amounts are in United States Dollars unless otherwise specified.
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2. PURCHASE AND SALE OF SHARES
2.1 Agreement to Purchase and Sell
Subject to the terms and conditions of this Agreement, at Closing, the Seller agrees to sell, transfer, assign, and deliver to the Purchaser, and the Purchaser agrees to purchase from the Seller, all of the Shares, free and clear of all encumbrances, liens, charges, and claims.
2.2 Purchase Price
The total purchase price for the Shares shall be United States Dollars Two Hundred Thousand (US$200,000) (the “Purchase Price”).
2.3 Payment Terms
The Purchaser shall pay the Purchase Price to the Seller by bank transfer in immediately available funds to the bank account designated by the Seller within thirty (30) days after the Closing Date. Payment shall be made in accordance with the following:
(a) The Purchaser shall remit the full Purchase Price within thirty (30) calendar days from the date of this Agreement;
(b) Payment shall be made by electronic bank transfer to the bank account specified by the Seller in writing;
(c) All bank transfer fees and charges shall be borne by the Purchaser;
(d) Payment is deemed received on the date the funds are credited to the Seller’s designated bank account.
2.4 No Adjustment to Purchase Price
The Purchase Price is fixed and shall not be subject to adjustment, except as expressly provided herein.
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3. CLOSING AND DELIVERY OF SHARES
3.1 Closing
Closing shall take place on or before 10 Business Days after execution of this Agreement, or such other date as mutually agreed by the parties in writing (the “Closing Date”).
3.2 Deliverables by Seller at Closing
At Closing, the Seller shall deliver or cause to be delivered to the Purchaser:
(a) The original stock certificate(s) or evidence of ownership representing the Shares, duly endorsed for transfer or accompanied by blank stock powers;
(b) Board resolutions of the Seller authorizing the sale and transfer of the Shares;
(c) A certified true copy of the register of shareholders of the Target Company, confirming the Seller’s ownership of the Shares;
(d) Share transfer forms (or equivalent instruments under Japanese law) duly executed by the Seller;
(e) A certificate of incumbency confirming the authority of the signatory;
(f) Evidence of clearance from the Foreign Exchange and Foreign Trade Act (FEFTA) authority or confirmation that no such clearance is required;
(g) Corporate documents establishing the legality and authority of the transfer;
(h) All other documents reasonably necessary to effect the transfer of the Shares under Japanese law.
3.3 Deliverables by Purchaser at Closing
At Closing, the Purchaser shall deliver to the Seller:
(a) The full Purchase Price as set forth in Section 2.3;
3.4 Post-Closing Obligations
(a) The Seller shall execute any further documents and take any further actions reasonably necessary to complete the transfer of the Shares and to vest good and valid title in the Purchaser;
(b) The Purchaser shall complete all necessary filings and registrations required under Japanese law to record the change of ownership with the appropriate Japanese authorities;
(c) Both parties shall cooperate in obtaining all necessary regulatory approvals and clearances, including but not limited to foreign investment notifications under Japanese law.
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4. REPRESENTATIONS AND WARRANTIES
4.1 Representations and Warranties of the Seller
The Seller represents and warrants to the Purchaser that:
(a) Organization and Standing: The Seller is duly organized, validly existing, and in good standing under the laws of Japan and has full corporate power and authority to enter into and perform this Agreement;
(b) Ownership of Shares: The Seller owns beneficially and of record one hundred percent (100%) of the issued and outstanding Shares, free and clear of all encumbrances, liens, charges, options, warrants, or claims of any kind;
(c) Authority: The Seller has full authority to execute this Agreement and to consummate the transaction contemplated hereby without the need for any further approvals;
(d) Binding Agreement: This Agreement constitutes the legal, valid, and binding obligation of the Seller, enforceable in accordance with its terms;
(e) No Conflicts: The execution and performance of this Agreement does not violate any law, regulation, court order, or agreement to which the Seller is a party or by which the Seller is bound;
(f) No Litigation: There are no pending or threatened legal proceedings that would prevent the Seller from performing its obligations hereunder;
(g) Title: The Seller has good and marketable title to the Shares with full power to transfer the same, and upon delivery and payment, the Purchaser shall acquire good and valid title to the Shares.
4.2 Representations and Warranties of the Purchaser
The Purchaser represents and warrants to the Seller that:
(a) Organization and Standing: The Purchaser is duly organized, validly existing, and in good standing under the laws of the British Virgin Islands and has full corporate power and authority to enter into and perform this Agreement;
(b) Authority: The Purchaser has full authority to execute this Agreement and to consummate the transaction contemplated hereby;
(c) Binding Agreement: This Agreement constitutes the legal, valid, and binding obligation of the Purchaser, enforceable in accordance with its terms;
(d) Financial Capability: The Purchaser has or will have at Closing, available liquid funds sufficient to pay the Purchase Price in full;
(e) No Conflicts: The execution and performance of this Agreement does not violate any law, regulation, court order, or agreement to which the Purchaser is a party or by which the Purchaser is bound;
(f) Investment Purpose: The Purchaser is acquiring the Shares for investment purposes and is not acquiring them for the purpose of resale within a short period.
4.3 Disclaimer of Other Warranties
EXCEPT AS EXPRESSLY SET FORTH IN SECTIONS 4.1 AND 4.2, THE SELLER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. THE PURCHASER ACKNOWLEDGES THAT IT IS ACQUIRING THE SHARES ON AN “AS-IS” BASIS.
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5. CONDITIONS PRECEDENT TO CLOSING
5.1 Conditions to the Obligation of the Purchaser
The Purchaser’s obligation to complete the purchase is conditional upon:
(a) The Seller having complied with all material terms and conditions of this Agreement to be performed by the Seller on or before the Closing Date;
(b) The representations and warranties of the Seller being true and correct in all material respects as of the Closing Date;
(c) Delivery of all documents and certificates specified in Section 3.2;
(d) No material adverse change in the condition or operations of the Target Company since the date of this Agreement;
(e) Obtaining all necessary regulatory approvals and clearances, including foreign investment notifications under Japanese law;
(f) No legal impediment exists that would prevent the completion of the transaction.
5.2 Conditions to the Obligation of the Seller
The Seller’s obligation to complete the sale is conditional upon:
(a) The Purchaser having complied with all material terms and conditions of this Agreement to be performed by the Purchaser on or before the Closing Date;
(b) The representations and warranties of the Purchaser being true and correct in all material respects as of the Closing Date;
(c) Delivery of the Purchase Price in accordance with Section 2.3;
(d) Delivery of all documents and certificates specified in Section 3.3;
(e) No legal impediment exists that would prevent the completion of the transaction.
5.3 Waiver of Conditions
Either party may waive any condition precedent for which it is the beneficiary by written notice to the other party.
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6. COVENANTS AND AGREEMENTS
6.1 Conduct of Business Pending Closing
From the date of this Agreement until Closing, the Seller covenants and agrees to:
(a) Operate the Target Company in the ordinary course of business consistent with past practices;
(b) Not incur any material additional indebtedness or enter into any material contracts without the prior written consent of the Purchaser;
(c) Not declare or pay any dividends or make any distributions;
(d) Provide the Purchaser with reasonable access to information regarding the Target Company;
(e) Maintain all necessary licenses, permits, and registrations.
6.2 Further Assurances
Each party shall execute and deliver all further documents and instruments and take all further action reasonably necessary or desirable to effectuate the purposes of this Agreement and to carry out the intent of the parties hereto.
6.3 Cooperation on Regulatory Matters
Both parties shall cooperate in obtaining all necessary regulatory approvals and clearances required for the transaction, including but not limited to:
(a) Notification under the Foreign Exchange and Foreign Trade Act (FEFTA);
(b) Any foreign investment screening procedures;
(c) Competition law compliance;
(d) Any other governmental or regulatory approvals required under Japanese or BVI law.
6.4 Costs and Expenses
Except as otherwise provided herein, each party shall bear its own costs and expenses in connection with this transaction, including legal, accounting, and advisory fees.
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7. REPRESENTATIONS REGARDING MOU
The parties acknowledge that this Agreement is entered into pursuant to the Memorandum of Understanding dated 21st January, 2026. To the extent any provision of this Agreement conflicts with the MOU, the terms of this Agreement shall prevail.
8. INDEMNIFICATION
8.1 Indemnification by Seller
The Seller shall indemnify and hold harmless the Purchaser from any losses, damages, or expenses arising out of:
(a) Any breach of the representations and warranties of the Seller;
(b) Any failure of the Seller to comply with its obligations hereunder;
(c) Any undisclosed liabilities of the Target Company existing prior to Closing.
8.2 Indemnification by Purchaser
The Purchaser shall indemnify and hold harmless the Seller from any losses, damages, or expenses arising out of:
(a) Any breach of the representations and warranties of the Purchaser;
(b) Any failure of the Purchaser to comply with its obligations hereunder.
8.3 Limitations on Indemnification
The indemnification provisions shall apply for a period of twelve (12) months from the Closing Date, except for claims arising from fraud or breach of representations regarding title to the Shares, which shall have no time limitation.
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9. CONFIDENTIALITY
9.1 Confidential Information
The parties agree to maintain the confidentiality of this Agreement and all information exchanged in connection with the transaction, except as required by law or with prior written consent of the other party.
9.2 Permitted Disclosures
Notwithstanding Section 9.1, disclosure may be made to:
(a) Each party’s legal, accounting, and financial advisors;
(b) Governmental or regulatory authorities as required by law;
(c) As required by securities exchange regulations or listing requirements.
10. GOVERNING LAW AND DISPUTE RESOLUTION
10.1 Governing Law
This Agreement shall be governed by and construed in accordance with the laws of Hong Kong and Japan, without regard to conflicts of law principles.
10.2 Dispute Resolution
(a) Negotiation: In the event of any dispute, the parties shall first attempt to resolve the matter through good faith negotiation between senior executives of each party;
(b) Mediation: If negotiation fails within fourteen (14) days, either party may refer the dispute to mediation;
(c) Arbitration: If mediation fails within thirty (30) days, either party may initiate arbitration under the ICC Arbitration Rules. The arbitration shall be conducted in English, seated in Hong Kong, before a single arbitrator unless the amount in dispute exceeds US$500,000, in which case three arbitrators shall be appointed.
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11. TERMINATION
11.1 Right to Terminate
(a) Either party may terminate this Agreement if Closing has not occurred within forty-five (45) days from the date hereof, provided that the terminating party is not in material breach;
(b) Either party may terminate this Agreement if any legal impediment prevents the completion of the transaction;
(c) Either party may terminate this Agreement if the other party materially breaches this Agreement and does not cure within ten (10) Business Days of written notice.
11.2 Effect of Termination
Upon termination, neither party shall have further obligations, except that the confidentiality obligations shall survive.
12. GENERAL PROVISIONS
12.1 Entire Agreement
This Agreement, together with the schedules and exhibits attached hereto, constitutes the entire agreement between the parties and supersedes all prior negotiations, representations, and agreements.
12.2 Amendment and Waiver
This Agreement may only be amended or waived by written instrument signed by both parties. No waiver of any provision shall be deemed a waiver of any other provision or any breach.
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12.3 Severability
If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
12.4 Notices
All notices shall be in writing and delivered by hand, registered mail, or courier service to the addresses set forth below:
To Seller:
NG Hei Man
[address]
To Purchaser:
Cre8 Incorporation Limited
1/F, China Building, 29 Queen’s Road Central, Hong Kong
12.5 Counterparts
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Electronic signatures shall be deemed valid.
12.6 Assignment
This Agreement may not be assigned by either party without the prior written consent of the other party, except that the Purchaser may assign its rights to an affiliate.
12.7 Time of Essence
Time is of the essence in this Agreement.
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13. SIGNATURES
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
| SELLER: | ||
| /s/ NG Hei Man | ||
| Name: | NG Hei Man | |
| Title: | Shareholder and Director | |
| PURCHASER: | ||
| /s/ Cho Sze Ting | ||
| Name: | Cho Sze Ting | |
| Title: | Director | |
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Exhibit 99.1
Cre8 Enterprise Limited Announces Acquisition of Upperhand Investment Limited, Expanding Presence in Japan
Hong Kong, April 02, 2026 (GLOBE NEWSWIRE) -- Cre8 Enterprise Limited (Nasdaq: CRE) (“Cre8” or the “Company”), a Hong Kong-based integrated financial printing service provider, announced today that the Company’s fully owned subsidiary, Cre8 Incorporation Limited (“Cre8 Incorporation”), completed the acquisition (the “Acquisition”) of 100% of the issued and outstanding shares of Upperhand Investment Limited (“Upperhand”), a holding company incorporated in the British Virgin Islands that provides integrated financial printing solution in Japan through its wholly-owned operating subsidiary, Upperhand Japan Limited (“Upperhand Japan”).
Cre8 Incorporation entered into a share purchase agreement on the Acquisition (the “Agreement) on March 10, 2026. Pursuant to the Agreement, the total consideration for the acquisition is US$200,000 in cash, which was paid in full on March 17, 2026. The title to the shares of Upperhand was transferred to Cre8 Incorporation on April 1, 2026.
The Company expects the Acquisition to grant the capabilities in supporting cross-border initial public offerings and dual listings, particularly in the Japanese market. Through the addition of Upperhand Japan’s local presence, the Company aims to better address jurisdiction-specific regulatory requirements and client needs. Moreover, the Company also expects to realize operational efficiencies through the integration of resources across logistics, technology, and infrastructure, which may enhance execution capabilities and support its broader expansion strategy.
About Cre8 Enterprise Limited (NASDAQ: CRE)
Cre8 Enterprise Limited provides 24/7 integrated financial printing services to listed companies, IPO applicants, and private companies in the finance and capital market in Hong Kong, and recently expanded into Japan following its acquisition of Upperhand Investment Limited. Its services cover concept creation and artwork design, typesetting, proofreading, translation, printing, binding, logistics arrangement, uploading or making e-submissions of customers’ financial reports and compliance documents, and media placements.
In addition, the Company offers complementary services such as website design, branding and marketing content development. It also provides technology-enabled solutions through its “Cre8IR” platform, which supports the dissemination of announcements, circulars, financial reports, and industry news.
Forward-Looking Statements
This press release contains forward-looking statements. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements that are other than statements of historical facts. The Company’s actual results may differ materially from those expressed in any forward-looking statements as a result of various factors and uncertainties. The reports filed by the Company with the Securities and Exchange Commission discuss these and other important factors and risks that may affect the Company’s business, results of operations and financial conditions. For these reasons, among others, investors are cautioned not to place undue reliance upon any forward-looking statements in this press release. The Company undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date hereof.
For more information, please contacts:
Cre8 Enterprise Limited
Email: ir@cre8corp.com
Phone: +852 3693 2688