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6-K

Texxon Holding Ltd (NPT)

6-K 2026-05-28 For: 2026-05-28
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Added on May 29, 2026

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549


FORM 6-K


REPORT OF FOREIGN PRIVATE ISSUERPURSUANT TO RULE 13a-16 OR 15d-16 UNDERTHE SECURITIES EXCHANGE ACT OF 1934


For the month of May 2026


Commission File Number: 001-42882


Texxon Holding Limited

703, Block A, 1799 Wuzhong Road

Minhang District, Shanghai, China, 200335(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 ☐

INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K

The annual general meeting of shareholders of Texxon Holding Limited, an exempted company incorporated in the Cayman Islands (the “Company”), was held on May 22, 2026 at 9:00 a.m., Beijing Time (May 21, 2026 at 9:00 p.m., Eastern Time), via a virtual meeting (the “AGM”).

At the close of business on April 23, 2026, the record date for the determination of holders of the ordinary shares, who were entitled to vote at the AGM, there were 22,185,000 ordinary shares issued and outstanding, each entitled to one vote per share. At the AGM, shareholders entitled to cast an aggregate of 19,879,682 votes were represented in person or by proxy, exceeding a majority of the total voting power of the ordinary shares entitled to vote at the AGM and constituting a quorum.

At the AGM, the Company’s shareholders approved the following proposals:

Proposal 1 — Director Election Proposal:  By ordinary resolution, that each of Hui Xu, Bo Ren, Lei Qin, Kang Zhou and Wei Li be re-elected as a director of the Company to hold office until the next annual general meeting of the Company, or until the office of such director is otherwise vacated or such director is removed by ordinary resolution in accordance with the articles of association of the Company.

Proposal 2 — Equity Incentive Plan Proposal:  By ordinary resolution, that the Texxon Holding Limited 2026 Equity Incentive Plan be approved and adopted.

Proposal 3Auditor AppointmentRatification Proposal: By ordinary resolution, that the appointment of ZH CPA, LLC as the auditor of the Company for the fiscal year ending June 30, 2026 be ratified.

Proposal 4 — Share Split Proposal: By ordinary resolution, that subject to Proposal 5 below being passed at the AGM, (a) a sub-division of the ordinary shares of the Company, at a ratio of not less than 1-to-1 and not more than 1-to-5, with the final ratio to be determined by the board of directors of the Company (the “Board”) in its sole discretion at any time after approval by the shareholders (the “ShareSplit”), be and is hereby approved, and (b) the Board be and is hereby authorized to implement the Share Split at its sole discretion at any time prior to the one-year anniversary of the AGM, subject at all times to the Board being authorized, at its sole discretion and without further approval or notice to the shareholders, to determine not to implement the Share Split.

Proposal 5 —Articles Amendment No. 1Proposal: By special resolution, that, subject to Proposal 4 above being approved at the AGM and the Share Split being implemented by the Board, the memorandum and articles of association of the Company be amended and restated by the deletion in their entirety and the substitution in their place of the memorandum and articles of association in the form attached as Annex B to the notice and proxy statement.

Proposal 6 —Share Consolidation Proposal: By ordinary resolution, that subject to Proposal 7 below being passed at the AGM, (a) a consolidation of the ordinary shares of the Company, at a ratio of not less than 1-to-1 and not more than 20-to-1, with the final ratio to be determined by the Board in its sole discretion at any time after approval by the shareholders (the “Share Consolidation”), be and is hereby approved, (b) the Board be and is hereby authorized to implement the Share Consolidation at its sole discretion at any time prior to the one-year anniversary of the AGM, subject at all times to the Board being authorized, at its sole discretion and without further approval or notice to the shareholders, to determine not to implement the Share Consolidation, and (c) no fractional shares shall be issued in connection with the Share Consolidation and all fractional shares resulting from the Share Consolidation shall be rounded up to the next whole number.

Proposal 7 —Articles Amendment No. 2Proposal: By special resolution, that, subject to Proposal 6 above being approved at the AGM and the Share Consolidation being implemented by the Board, the memorandum and articles of association of the Company be amended and restated by the deletion in their entirety and the substitution in their place of the memorandum and articles of association in the form attached as Annex B to the notice and proxy statement.

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Set forth below are the voting results for each of the proposals:


1. Proposal 1: Director Election
Nominee For Against Abstain
--- --- --- ---
Hui Xu 19,878,488 951 243
Bo Ren 19,878,461 978 243
Lei Qin 19,878,461 978 243
Kang Zhou 19,878,461 978 243
Wei Li 19,878,461 978 243
2. Proposal 2: Equity Incentive Plan
--- ---
For Against Abstain
--- --- ---
19,860,578 18,694 410
3. Proposal 3: Auditor Appointment Ratification
--- ---
For Against Abstain
--- --- ---
19,878,472 975 235
4. Proposal 4: Share Split
--- ---
For Against Abstain
--- --- ---
19,873,473 5,928 281
5. Proposal 5: Articles Amendment No. 1
--- ---
For Against Abstain
--- --- ---
19,873,473 5,928 281
6. Proposal 6: Share Consolidation
--- ---
For Against Abstain
--- --- ---
19,873,473 2,428 3,781
7. Proposal 7: Articles Amendment No. 2
--- ---
For Against Abstain
--- --- ---
19,873,473 2,428 3,781
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SIGNATURE

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.

Texxon Holding Limited
By: /s/ Hui Xu
Name: Hui Xu
Title: Chief Executive Officer
Date: May 28, 2026
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