Micropolis AI Robotics 6-K, filed Sep 24, 2025
Micropolis AI Robotics (MCRP)
About this 6-K
Micropolis AI Robotics filed this 6-K on September 24, 2025.
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 September 2025
Commission File Number: 001-42550
Micropolis Holding Company
(Registrant’s Name)
Warehouse 1, Dar Alkhaleej Building
Dubai Production City, Dubai, UAE
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
EXHIBIT INDEX
1
Other Events
Extraordinary general meeting of shareholders
Micropolis Holding Company (the “Company”) issued a press release announcing details of its extraordinary general meeting of shareholders (the “EGM”) to be held virtually at: https://us04web.zoom.us/j/77902117467?pwd=Au5YTelfFwrnZDdJ0NasDEzH0EvM8F.1 (passcode: 0f51nZ)on Tuesday October 14, 2025, and distributed to its shareholders a notice of the EGM, the proxy statement for the EGM and the form of proxy. A copy of the press release, the notice and proxy statement of the EGM, and form of proxy are attached hereto as Exhibit 99.1, Exhibit 99.2, and Exhibit 99.3, respectively.
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.
| Micropolis Holding Company | ||
| Date: September 24, 2025 | By: | /s/ Fareed Aljawhari |
| Name: | Fareed Aljawhari | |
| Title: | Chief Executive Officer | |
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Exhibit 99.1
Micropolis Holding Company Announces Its Extraordinary General Meeting of Shareholders
Dubai, September 24, 2025 — Micropolis Holding Company (NYSE American: MCRP) (“Micropolis” or the “Company”), a robotics manufacturer based in the United Arab Emirates which specializes in developing autonomous mobile robots that utilize wheeled electric vehicle platforms and are equipped with autonomous driving capabilities, announced today that an extraordinary general meeting of its shareholders (“EGM”) will be held on Tuesday, October 14, 2025, beginning at 5:00 p.m. (Dubai time), virtually at: https://us04web.zoom.us/j/77902117467?pwd=Au5YTelfFwrnZDdJ0NasDEzH0EvM8F.1 (passcode: 0f51nZ).
A proposal to change the Company’s name will be submitted to the Company’s shareholders to be considered and voted upon at the EGM. If the proposal is approved by a special resolution of the shareholders, the name of the Company in its Amended and Restated Memorandum of Association and Articles of Association will be changed to “Micropolis Technologies”.
The Company will mail the notice of extraordinary general meeting, proxy statement and form of proxy on or about September 26, 2025.
The Board has fixed the close of business on September 19, 2025 (Eastern Daylight Time) as the record date (the “Record Date”) for determining the shareholders entitled to receive notice of, to attend, and to vote at, the EGM or any adjourned or postponed meeting thereof. Holders of record of the Company’s ordinary shares, par value US$0.0001 per share, at the close of business on the Record Date are entitled to notice of, and to vote at, the EGM or any adjournment or postponement thereof. The notice of the EGM, which sets forth the resolutions to be submitted to shareholder approval at the meeting, is available on the Company’s website at www.micropolis.ai.
About Micropolis Holding Company
Micropolis is a robotics manufacturer founded in 2014, based in UAE with its headquarters located in Dubai Production City, Dubai, UAE. It specializes in developing AMRs that utilize wheeled EV platforms and are equipped with autonomous driving capabilities. As part of Micropolis’ product offerings, it integrates application-specific pods that serve as the primary purpose of a robot. These pods are designed to accommodate various functionalities, including surveillance cameras, road sweepers, logistics compartments, as well as collaborative robots (cobots) intended for direct human-robot interaction.
For more information, visit www.micropolis.ai.
Contact Information
For Investor Relations:
Micropolis Holding Company
Email: Francesca@micropolis.ae
Exhibit 99.2
Micropolis Holding Company
(Incorporated in the Cayman Islands with limited liability)
Notice of 2025 Extraordinary General Meeting of Shareholders
To Be Held on October 14, 2025, at 5:00 p.m., Gulf Standard Time (Dubai Time)
NOTICE IS HEREBY GIVEN THAT the extraordinary general meeting (the “Meeting” or “EGM”) of holders of our ordinary shares ( the “Ordinary Shares”) (the “shareholders”) of Micropolis Holding Company (the “Company”) will be held virtually on October 14, 2025, at 5:00 p.m., Gulf Standard Time (Dubai Time). Eligible shareholders, as well as duly appointed proxyholders, will be able to attend virtually, participate and vote at the Meeting. The board of directors of the Company has determined to convene and conduct the EGM in a virtual meeting format at: https://us04web.zoom.us/j/77902117467?pwd=Au5YTelfFwrnZDdJ0NasDEzH0EvM8F.1 (passcode: 0f51nZ). Shareholders will NOT be able to attend the EGM physically in person. This proxy statement includes instructions on how to access the virtual EGM and how to listen and vote from home or any remote location with Internet connectivity.
The Notice of Extraordinary General Meeting of Shareholders, the Proxy Statement and the proxy card accompanying this letter will be first mailed to our shareholders on or about September 26, 2025.
The purpose of the Meeting is to approve and adopt the following resolutions on the following matters:
| 1A. | RESOLVED as a special resolution that subject to the proposed new name conforming with section 30 of the Companies Act (Revised) of the Cayman Islands, the Company change its name to “Micropolis Technologies”, and that the board of directors of the Company be authorized to handle all actions as maybe required to effect the change of name of the Company. |
| 1B. | RESOLVED as a special resolution that all references to the name “Micropolis Holding Company” as appearing in the Amended and Restated Memorandum of Association and Articles of Association of the Company be replaced with the new name “Micropolis Technologies”. |
| 2. | RESOLVED as an ordinary resolution that the chairperson of the extraordinary general meeting be directed to adjourn the extraordinary general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the meeting, there are not sufficient votes to approve the proposals 1A and 1B. |
The foregoing items of business are described in the proxy statement accompanying this notice. The board of directors of the Company (the “Board of Directors”) unanimously recommends that the shareholders vote “FOR” for all the items.
The Board of Directors of the Company has fixed the close of business Eastern Daylight Time on September 19, 2025 as the record date (the “Record Date”) for determining the shareholders entitled to receive notice of and to vote at the Extraordinary General Meeting or any adjourned or postponed meeting thereof. As of the Record Date, there were 34,888,447 Ordinary Shares issued and outstanding.
Please refer to the proxy form, which is attached to and made a part of this notice. Holders of record of the Company’s Ordinary Shares at the close of business on the Record Date are entitled to vote at the Extraordinary General Meeting and any adjourned or postponed meeting thereof.
Any shareholder entitled to attend and vote at the Meeting is entitled to appoint a proxy to attend and vote on such shareholder’s behalf. A proxy need not be a shareholder of the Company.
Management is soliciting proxies. Shareholders are requested to complete, date and sign the enclosed form of proxy in accordance with the instructions set out in the form of proxy and in the proxy statement accompanying this Notice and vote it (i) by internet at http://www.vstocktransfer.com/proxy (ii) by email to vote@vstocktransfer.com or (iii) by mail in the business reply envelope provided. Your proxy is revocable in accordance with the procedures set forth in the proxy statement.
You are urged to complete, sign, date and return the accompanying proxy form as promptly as possible. We must receive the proxy form no later than 48 hours before the time of the Extraordinary General Meeting to ensure your representation at such meeting.
This notice of the Extraordinary General Meeting of Shareholders and the attached proxy statement are also available at https://investors.micropolis.ai/press-releases.
| MICROPOLIS HOLDING COMPANY | ||
| Date: September 24, 2025 | By: | /s/ Fareed Aljawhari |
| Fareed Aljawhari, Chief Executive Officer | ||
MICROPOLIS HOLDING COMPANY
Extraordinary General Meeting of Shareholders
October 14, 2025
5:00 p.m., Gulf Standard Time (Dubai Time)
PROXY STATEMENT
The board of directors (the “Board of Directors”) of Micropolis Holding Company (the “Company”) is soliciting proxies for the extraordinary general meeting of shareholders (the “Meeting” or “EGM”) of the Company to be held on October 14, 2025 at 5:00 p.m. Gulf Standard Time (Dubai Time). The board of directors of the Company has determined to convene and conduct the EGM in a virtual meeting format at: https://us04web.zoom.us/j/77902117467?pwd=Au5YTelfFwrnZDdJ0NasDEzH0EvM8F.1 (passcode: 0f51nZ ). Shareholders will NOT be able to attend the EGM physically in person. This proxy statement includes instructions on how to access the virtual EGM and how to listen and vote from home or any remote location with Internet connectivity.
Only holders of the Ordinary Shares of the Company (the “Ordinary Shares”) of record at the close of business on September 19, 2025 (the “Record Date”) are entitled to attend virtually and vote at the Meeting or at any adjournment thereof. As of the Record Date, there were 34,888,447 Ordinary Shares issued and outstanding.
Members holding Ordinary Shares that represent not less than one-third (1/3) of all outstanding shares of the Company carrying the right to vote present in person or by proxy and entitled to vote at the Meeting shall form a quorum.
In order to pass, proposals 1A and 1B at the EGM requires the votes in favour by not less than two-thirds of the Company’s shareholders who (being entitled to vote) voted in person or by proxy at the EGM.
In order to pass, proposal 2 at the EGM requires the votes in favour by a simple majority of the Company’s shareholders who (being entitled to vote) voted in person or by proxy at the EGM.
Any shareholder entitled to attend and vote at the Meeting is entitled to appoint a proxy to attend and vote on such shareholder’s behalf. A proxy need not be a shareholder of the Company.
After carefully reading and considering the information contained in this proxy statement, including the annexes, please vote your shares as soon as possible so that your shares will be represented at the Meeting. Please follow the instructions set forth on the proxy card or on the voting instruction form provided by the record holder if your shares are held in the name of your broker or other nominee.
PROPOSALS TO BE VOTED ON
The purpose of the Meeting is to approve and adopt the following resolutions on the following matters:
| 1A. | RESOLVED as a special resolution that subject to the proposed new name conforming with section 30 of the Companies Act (Revised) of the Cayman Islands, the Company change its name to “Micropolis Technologies”, and that the board of directors of the Company be authorized to handle all actions as maybe required to effect the change of name of the Company (the “Name Change Proposal”); |
| 1B. | RESOLVED as a special resolution that all references to the name “Micropolis Holding Company” as appearing in the Amended and Restated Memorandum of Association and Articles of Association of the Company be replaced with the new name “Micropolis Technologies”. (the “Amendment Proposal”); and |
| 2. | RESOLVED as an ordinary resolution that the chairperson of the extraordinary general meeting be directed to adjourn the extraordinary general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the meeting, there are not sufficient votes to approve the proposals 1A and 1B. (the “Adjournment Proposal”). |
The Board of Directors recommends a vote “FOR” each of the Proposals No. 1–2.
2
VOTING PROCEDURE FOR HOLDERS OF ORDINARY SHARES
Shareholders entitled to vote at the Meeting may do so at the Meeting. Shareholders who are unable to attend virtually the Meeting or any adjournment thereof and who wish to ensure that their Ordinary Shares will be voted are requested to complete, date and sign the enclosed form of proxy in accordance with the instructions set out in the form of proxy and in the proxy statement accompanying this Notice and vote it (i) by internet at http://www.vstocktransfer.com/proxy (ii) by email to vote@vstocktransfer.com or (iii) by mail in the business reply envelope provided. Your proxy is revocable in accordance with the procedures set forth in the proxy statement.
Required Votes for Each Proposal to Pass
Assuming the presence of a quorum at the Meeting:
| Proposal | Vote Required | Broker Discretionary Vote Allowed | ||
| Name Change Proposal | Two-thirds majority of the votes of the shares present in person or by proxy and entitled to vote thereon at the Extraordinary General Meeting | No | ||
| Amendment Proposal | Two-thirds majority of the votes of the shares present in person or by proxy and entitled to vote thereon at the Extraordinary General Meeting | No | ||
| Adjournment Proposal | Majority of the shares present in person or by proxy and entitled to vote thereon at the Extraordinary General Meeting | No |
Abstentions will not count as a vote against each of the proposals.
Voting Procedures
Each Ordinary Share that you own in your name entitles you to one vote on each of the proposals for the Extraordinary General Meeting. Your proxy card shows the number of Ordinary Shares that you own.
| ● | You can vote your Ordinary Shares in advance of the Extraordinary General Meeting by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. If you hold your shares in “street name” through a broker, bank or other nominee, you will need to follow the instructions provided to you by your broker, bank or other nominee to ensure that your shares are represented and voted at the Extraordinary General Meeting. If you vote by proxy card, your “proxy,” whose name is listed on the proxy card, will vote your shares as you instruct on the proxy card. If you sign and return the proxy card but do not give instructions on how to vote your shares, your Ordinary Shares will be voted as recommended by our board of directors. Our board of directors recommends voting “FOR” each of the Proposals named in this Proxy Statement. | |
| ● | You can attend the Extraordinary General Meeting virtually and vote in person even if you have previously voted by submitting a proxy. You will be given a ballot when you arrive. However, if your Ordinary Shares are held in the name of your broker, bank or other nominee, you must get a proxy from the broker, bank or other nominee. That is the only way we can be sure that the broker, bank or nominee has not already voted your shares. |
3
PROPOSAL NO. 1A-1B
NAME
CHANGE OF THE COMPANY TO “MICROPOLIS TECHNOLOGIES” AND THE
RESULTING AMENDMENT TO THE COMPANY’S AMENDED AND RESTATED MEMORANDUM OF
ASSOCIATION AND ARTICLES OF ASSOCIATION
PROPOSAL NO. 1A
The Board of Directors proposes to solicit shareholder approval to effect the name change of the Company from “Micropolis Holding Company” to “Micropolis Technologies”.
The resolutions be put to the shareholders to consider and to vote upon at the Meeting in relation to the Name Change Proposal are:
“IT IS HEREBY RESOLVED, as a special resolution, that subject to the proposed new name conforming with section 30 of the Companies Act (Revised) of the Cayman Islands, the Company change its name to “Micropolis Technologies”, and that the board of directors of the Company be authorized to handle all actions as maybe required to effect the change of name of the Company.”
PROPOSAL NO. 1B
If our shareholders approve proposal 1A, our Board of Directors will seek the shareholders’ approval to amend the Company’s Amended and Restated Memorandum and Articles of Association accordingly. The amendment to the existing memorandum and articles of association of the Company must be approved by a special resolution which requires the affirmative vote of not less than two-thirds of the votes cast at the Extraordinary General Meeting by the shareholders present in person or represented by proxy and entitled to vote on such proposals, either in person, by proxy or by authorized representative.
If the shareholders approve this proposal, our Board of Directors will instruct the registered office provider to file the notice to amend the Amended and Restated Memorandum of Association and Articles of Association with the Cayman Islands Registrar of Companies at any time after the approval of the Name Change Proposal. The resolutions (the “Amendment Proposal”) put to the shareholders to consider and to vote upon at the Extraordinary General Meeting in relation to the name change of the Company and amending the Amended and Restated Memorandum of Association and Articles of Association are:
“IT IS HEREBY RESOLVED, as a special resolution, that that all references to the name “Micropolis Holding Company” as appearing in the Amended and Restated Memorandum of Association and Articles of Association of the Company be replaced with the new name “Micropolis Technologies.”
THE BOARD OF DIRECTORS RECOMMEND A VOTE “FOR” PROPOSALS 1A-1B.
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PROPOSAL 2
THE ADJOURNMENT PROPOSAL
The Adjournment Proposal, if approved, will request the chairperson of the Extraordinary General Meeting (who has agreed to act accordingly) to adjourn the Extraordinary General Meeting to a later date or dates to permit further solicitation of proxies. The Adjournment Proposal will only be presented to our shareholders in the event, based on the tabulated votes, there are not sufficient votes at the time of the Extraordinary General Meeting to approve the proposals 1A-1B in this proxy statement. If the Adjournment Proposal is not approved by our shareholders, the chairperson of the meeting has the power to adjourn the Extraordinary General Meeting to a later date in the event, based on the tabulated votes, there are not sufficient votes at the time of the Extraordinary General Meeting to approve the proposals.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ADJOURNMENT PROPOSAL
OTHER MATTERS
The Board of Directors is not aware of any other matters to be submitted to the Meeting. If any other matters properly come before the Meeting, it is the intention of the persons named in the enclosed form of proxy to vote the shares they represent as the Board of Directors may recommend.
By order of the Board of Directors MICROPOLIS HOLDING COMPANY | |
| September 24, 2025 | /s/ Fareed Aljawhari |
| Fareed Aljawhari | |
| Chief Executive Officer |
5
Exhibit 99.3
VOTE ON INTERNET Go to http://www.vstocktransfer.com/proxy Click on Proxy Voter Login and log - on using the below control number. Voting will be open until 11:59 p.m. Eastern Time October 12, 2025. CONTROL # VOTE BY EMAIL Mark, sign and date your proxy card and return it to vote@vstocktransfer.com VOTE BY MAIL Mark, sign and date your proxy card and return it in the envelope we have provided. VOTE IN PERSON If you would like to vote during the meeting, please attend the Extraordinary General Meeting of Shareholders, to be held virtually at: https://us04web.zoom.us/j/77902117467?pwd=Au 5YTelfFwrnZDdJ0NasDEzH0EvM8F.1 (passcode: 0f51nZ), on October 14, 2025 at 5:00 p.m. (Dubai Time). * SPECIMEN * 1 MAIN STREET ANYWHERE PA 99999 - 9999 Please Vote, Sign, Date and Return Promptly in the Enclosed Envelope. Extraordinary General Meeting Proxy Card - Micropolis Holding Company DETACH PROXY CARD HERE TO VOTE BY MAIL THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ALL LISTED PROPOSALS. Proposal 1 A : RESOLVED as a special resolution that subject to the proposed new name conforming with section 30 of the Companies Act (Revised) of the Cayman Islands, the Company change its name to “Micropolis Technologies”, and that the board of directors of the Company be authorized to handle all actions as maybe required to effect the change of name of the Company . FOR AGAINST ABSTAIN Proposal 1 B : RESOLVED as an special resolution that all references to the name “Micropolis Holding Company” as appearing in the Amended and Restated Memorandum of Association and Articles of Association of the Company be replaced with the new name “Micropolis Technologies” FOR AGAINST ABSTAIN Proposal 2 : RESOLVED as an ordinary resolution that the chairperson of the extraordinary general meeting be directed to adjourn the extraordinary general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the meeting, there are not sufficient votes to approve the proposals 1 A and 1 B . FOR AGAINST ABSTAIN Signature, if held jointly Signature Date Note: This proxy must be signed exactly as the name appears hereon. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by a duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by an authorized person. To change the address on your account, please check the box at right and indicate your new address. * SPECIMEN * AC:ACCT9999 90.00
Micropolis Holding Company Extraordinary General Meeting of Shareholders October 14, 2025 at 5:00 p.m. (Dubai Time) DETACH PROXY CARD HERE TO VOTE BY MAIL THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS I/We, Please Print Name(s) of Please Print Address(es) being (a) shareholder(s) of the Company with shares respectively hereby appoint of or failing him/her of or failing him/her the duly appointed chairman of the EGM (the “Chairman”) as my/our proxy to vote for me/us and on my/our behalf at the Extraordinary General Meeting of the Company (the “EGM”) to be held on October 14 , 2025 at 5 : 00 p . m . (Dubai time) virtually at : https : //us 04 web . zoom . us/j/ 77902117467 ?pwd=Au 5 YTelfFwrnZDdJ 0 NasDEzH 0 EvM 8 F . 1 (passcode : 0 f 51 nZ), and at any adjournment of the EGM . My proxy is instructed to vote on a poll or on a show of hands on the resolutions in respect of the matters specified in the Notice of the EGM as indicated . Please indicate your voting preference by ticking, or inserting the number of shares to be voted for or against or to abstain in, the boxes above in respect of each resolution . If you do not complete this section, your proxy will vote or abstain at his/her discretion, as he/she will on any other business that may be raised at the EGM . Electronic Delivery of Future Proxy Materials : If you would like to reduce the costs incurred by Micropolis Holding Company materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via email or the internet . To sign up for electronic delivery, please provide your email address below and check here to indicate you consent to receive or access proxy materials electronically in future mailings . PLEASE INDICATE YOUR VOTE ON THE REVERSE SIDE (Continued and to be signed on Reverse Side)