6-K
Intelligent Living Application Group Inc. (ILAG)
UNITEDSTATES
SECURITIESAND EXCHANGE COMMISSION
Washington,D. C. 20549
FORM6-K
REPORTOF FOREIGN PRIVATE ISSUER
PURSUANTTO RULE 13****a-16OR 15d-16
UNDERTHE SECURITIES EXCHANGE ACT OF 1934
For the month of December 2025
Commission File Number: 001-41444
IntelligentLiving Application Group Inc.
Unit 2, 5/F, Block A, Profit Industrial Building
1-15 Kwai Fung Crescent, Kwai Chung
New Territories, 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 ☐
When used in this Form 6-K, unless otherwise indicated, the terms the “Company,” “we,” “us” and “our” refer to Intelligent Living Application Group Inc. and its subsidiaries.
Applicationof Home Country Practice Rules
This current report on Form 6-K is being filed to disclose the home country rule exemption of the Company that it intends to disclose in its annual report on Form 20-F for the fiscal year ending December 31, 2025.
As a foreign private issuer, we are permitted, in lieu of certain requirements of the Nasdaq Stock Market Rules (the “Nasdaq Rules”) and subject to certain exceptions, to follow the practices of our home country, which for the purpose of such rules is the Cayman Islands, pursuant to the home country rule exemption set forth under Nasdaq Rules 5615(a)(3).
We elected to be exempt from the requirements as follows:
| (i) | Nasdaq<br> Rule 5605(b)(1), pursuant to which a majority of the board of directors must be comprised of Independent Directors as defined in<br> Rule 5605(a)(2). |
|---|---|
| (ii) | Nasdaq<br> Rule 5635(b), pursuant to which shareholder approval is required prior to an issuance of securities of the company that will result<br> in a change of control of the company. |
| (iii) | Nasdaq<br> Rule 5635(d), pursuant to which shareholder approval is required prior to an issuance of securities, other than in a public offering,<br> equal to 20% or more of the voting power outstanding at a price that is less than the minimum price defined therein. |
Our Cayman Islands counsel, Conyers Dill & Pearman, has provided a letter, as required by The Nasdaq Stock Market, certifying that, under Cayman Islands law and our amended and restated memorandum and articles of association, we are not prohibited from adopting the governance practice as discussed above. A copy of the home country rule exemption letter from the Company’s Cayman Islands counsel is attached hereto as Exhibit 99.1.
Except for the foregoing, there is no material differences in the Company’s corporate governance practices from those of U.S. domestic companies under the listing standards of The Nasdaq Stock Market.
| 2 |
| --- |
EXHIBITINDEX
| Exhibit No. | Description |
|---|---|
| 99.1 | Home Country Exemption Letter |
| 3 |
| --- |
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.
| Intelligent<br> Living Application Group Inc. | ||
|---|---|---|
| Date:<br> December 31, 2025 | By: | /s/ Bong Lau |
| Name: | Bong<br> Lau | |
| Title: | Chief<br> Executive Officer |
| 4 |
| --- |
Exhibit99.1
| CONYERS<br> DILL & PEARMAN<br><br> <br>29^th^<br> Floor<br><br> <br>One<br> Exchange Square<br><br> <br>8<br> Connaught Place<br><br> <br>Central<br><br> <br>Hong<br> Kong<br><br> <br>T<br> +852 2524 7106 | F +852 2845 9268<br><br> <br>conyers.com |
|---|
31 December 2025
Matter No.:1012663/111479508
852 2842 9530
Richard.Hall@conyers.com
TheNasdaq Stock Market, Inc.
Listing Qualifications
9600 Blackwell Road
Fifth Floor
Rockville, MD 20850
United States of America
Dear Sir / Madam,
Re: Intelligent Living Application Group Inc. (the “Company”)
We have acted as special Cayman Islands legal counsel to the Company in connection with the issue and sale by the Company of ordinary shares par value US$0.0001 each (the “Ordinary Shares”) and warrants to purchase Ordinary Shares (the “Transaction”) and (ii) the following by the Company of certain corporate governance practices in the absence of any established or normal practice in the Cayman Islands (“Home Country Practice”) and in lieu of certain requirements of the Nasdaq Marketplace Rule 5600 Series as set out in the schedule (the “NASDAQ Listing Rules”) in respect of such Transaction.
| 1. | DOCUMENTS REVIEWED |
|---|
For the purposes of giving this opinion, we have reviewed
| 1.1. | a<br> copy of the Memorandum and Articles of Association of the Company, each certified by the<br> Secretary of the Company on 30 December 2025; and |
|---|---|
| 1.2. | such<br> other documents and made such enquiries as to questions of law as we have deemed necessary<br> in order to render the opinion set forth below. |
| --- | --- |
| 2. | ASSUMPTIONS |
| --- | --- |
We have assumed:
| 2.1. | the<br> genuineness and authenticity of all signatures and the conformity to the originals of all<br> copies (whether or not certified) examined by us and the authenticity and completeness of<br> the originals from which such copies were taken; |
|---|
Partners: Piers J. Alexander, Crystal C. Au-Yeung, Christopher W. H. Bickley, Peter H. Y. Ch’ng, Anna W. T. Chong, Angie Y. Y. Chu, Vivien C. S. Fung, Richard J. Hall, Norman Hau, Wynne Lau, Ryan A. McConvey, Teresa F. Tsai, Flora K. Y. Wong, Lilian S. C. Woo
Consultant: David M. Lamb
BERMUDA
| BRITISH VIRGIN ISLANDS | CAYMAN ISLANDS
| 2.2. | the<br> accuracy and completeness of all factual representations made in the documents reviewed by<br> us; |
|---|---|
| 2.3. | that<br> there is no provision of the law of any jurisdiction, other than the Cayman Islands, which<br> would have any implication in relation to the opinions expressed herein; and |
| --- | --- |
| 2.4. | that<br> following Home Country Practice in such circumstances will comply with the NASDAQ Listing<br> Rules. |
| --- | --- |
| 3. | QUALIFICATIONS |
| --- | --- |
| 3.1. | We<br> have made no investigation of and express no opinion in relation to the laws of any jurisdiction<br> other than the Cayman Islands. This opinion is to be governed by and construed in accordance<br> with the laws of the Cayman Islands and is limited to and is given on the basis of the current<br> law and practice in the Cayman Islands. This opinion is issued solely for your benefit and<br> use in connection with the matter described herein and is not to be relied upon by any other<br> person, firm or entity or in respect of any other matter. |
| --- | --- |
| 4. | OPINION |
| --- | --- |
On the basis of and subject to the foregoing, we are of the opinion that the Company’s Home Country Practice relating to corporate governance in respect of the Transaction set forth above is not prohibited by Cayman Islands law.
Yours faithfully,
Conyers Dill & Pearman
| conyers.com | 2 |
| --- |
Schedule
5605(b)(1)
A majority of the board of directors must be comprised of Independent Directors as defined in Rule 5605(a)(2).
5635.Shareholder Approval
(b) Change of Control
Shareholder approval is required prior to the issuance of securities when the issuance or potential issuance will result in a change of control of the Company.
(d) Transactions other than Public Offerings
(1) For purposes of this Rule 5635(d):
| (A) | “Minimum<br> Price” means a price that is the lower of: (i) the Nasdaq Official Closing Price (as<br> reflected on Nasdaq.com) immediately preceding the signing of the binding agreement; or (ii)<br> the average Nasdaq Official Closing Price of the common stock (as reflected on Nasdaq.com)<br> for the five trading days immediately preceding the signing of the binding agreement. |
|---|---|
| (B) | “20%<br> Issuance” means a transaction, other than a public offering as defined in IM-5635-3,<br> involving the sale, issuance or potential issuance by the Company of common stock (or securities<br> convertible into or exercisable for common stock), which alone or together with sales by<br> officers, directors or Substantial Shareholders of the Company, equals 20% or more of the<br> common stock or 20% or more of the voting power outstanding before the issuance. |
| --- | --- |
(2) Shareholder approval is required prior to a 20% Issuance at a price that is less than the Minimum Price.
| conyers.com | 3 |
| --- |