OneConstruction Group Ltd 6-K, filed Jan 14, 2026
OneConstruction Group Ltd (ONEG)
About this 6-K
OneConstruction Group Ltd filed this 6-K on January 14, 2026.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For
the month of January
Commission
File Number:
Unit 11, 5/F
Tower 1, Harbour Centre
1 Hok Cheung Street
Hunghum, Kowloon
Hong Kong
+852 2123 8400
(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 ☐
EXPLANATORY NOTE
OneConstruction Group Limited is furnishing its unaudited condensed consolidated financial statements for the six months ended September 30, 2025 and 2024. The financial statements are attached as Exhibit 99.1 to this report of foreign private issuer on Form 6-K.
On January 14, 2026, the Company issued a press release announcing its unaudited financial results for the six months ended September 30, 2025 and 2024, a copy of which press release is attached as Exhibit 99.2 to this report of foreign private issuer on Form 6-K.
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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.
Date: January 14, 2026
| OneConstruction Group Limited | ||
| By: | /s/ Ka Chun Gordon Li | |
| Name: | Ka Chun Gordon Li | |
| Title: | General Manager | |
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EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Unaudited Condensed Consolidated Financial Statements of OneConstruction Group Limited for the Six Months Ended September 30, 2025 and 2024 | |
| 99.2 | Press Release, dated January 14, 2026 | |
| 101.INS | Inline XBRL Instance Document | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
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Exhibit 99.1
ONECONSTRUCTION GROUP
LIMITED
UNAUDITED CONSOLIDATED BALANCE SHEETS
| As of | ||||||||
| September 30, | March 31, | |||||||
| 2025 | 2025 | |||||||
| USD’000 | USD’000 | |||||||
| (Unaudited) | (Audited) | |||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Accounts receivable, net | ||||||||
| Prepayment of equipment | ||||||||
| Deposits, prepayment and other receivables | ||||||||
| Contract assets | ||||||||
| Cash and cash equivalents | ||||||||
| Total current assets | ||||||||
| Non-current assets: | ||||||||
| Property and equipment | ||||||||
| Right-of-use assets, operating leases | ||||||||
| Deferred tax assets | ||||||||
| Total non-current assets | ||||||||
| Total assets | ||||||||
| Liabilities | ||||||||
| Current liabilities: | ||||||||
| Accounts payables | ||||||||
| Accrual and other payables | ||||||||
| Amount due to a shareholder | ||||||||
| Contract liabilities | ||||||||
| Operating lease liabilities | ||||||||
| Other borrowings | ||||||||
| Current income tax liabilities | ||||||||
| Total current liabilities | ||||||||
| Non-current liabilities: | ||||||||
| Operating lease liabilities | ||||||||
| Loan due to a shareholder | ||||||||
| Total non-current liabilities | ||||||||
| Total liabilities | ||||||||
| Shareholders’ equity: | ||||||||
| Ordinary shares, US$ | ||||||||
| Additional paid-in capital | ||||||||
| Retained earnings | ||||||||
| Exchange reserve | ||||||||
| Total shareholders’ equity | ||||||||
| Total liabilities and equity | ||||||||
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ONECONSTRUCTION GROUP LIMITED
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE INCOME
| For the six months ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| USD’000 | USD’000 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Revenue | ||||||||
| Cost of sales | ( | ) | ( | ) | ||||
| Gross profit | ||||||||
| Other income | ||||||||
| Allowance for credit loss on financial assets, net of reversal | ( | ) | ( | ) | ||||
| Administrative expenses | ( | ) | ( | ) | ||||
| Share based payment expenses | ( | ) | ||||||
| Profit from operations | ||||||||
| Finance cost | ( | ) | ( | ) | ||||
| Profit before taxation | ||||||||
| Income tax (credit)/expenses | ( | ) | ||||||
| Net (loss)/income | ( | ) | ||||||
| Other comprehensive (expense) income | ||||||||
| Exchange difference on translation of foreign operations | ( | ) | ||||||
| Total comprehensive (loss)/income attributable to shareholders | ( | ) | ||||||
| Net (loss)/income per share attributable to shareholders | ||||||||
| Basic (cents) | ( | ) | ||||||
| Diluted (cents) | ( | ) | ||||||
| Weighted average number of ordinary shares used in computing net (loss)/income per share | ||||||||
| Basic | ||||||||
| Diluted | ||||||||
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Management’s Discussion and Analysis of Results of Operations and Liquidity and Capital Resources
Overview:
| ● | Revenue was $27.8 million for the six months ended September 30, 2025, representing a slight decrease of 3.4% from the same period in 2024. |
| ● | Net loss was $0.1 million for the six months ended September 30, 2025 (2024: net income of $1.2 million). |
Six-Month Financial Results Ended September 30, 2025
Revenue. Revenue decreased slightly by 3.4% from $28.7 million for the six months ended September 30, 2024, to $27.8 million for the six months ended September 30, 2025. The decrease in revenue during the six-month period ended September 30, 2025, was mainly attributable to the combined impact of an increase in revenue derived from the public sector, mainly from the infrastructure and public facilities projects, and a decrease in revenue derived from the private sector, due to the slowdown in the development of the commercial property market in Hong Kong.
Administrative expenses. Administrative expenses increased by 94.9% from $0.9 million for the six months ended September 30, 2024, to $1.7 million for the six months ended September 30, 2025, which was mainly due to an increase the professional fees and other administrative expenses following our listing on the Nasdaq in December 2024, an increase in payroll as results of the increase in headcount of office staff (included a director) and an increase in leasing expense by increasing our office space and related expenses.
Share-based payment expenses. On February 27, 2025, we established our 2025 Equity Incentive Plan (the “Plan”). Pursuant to the Plan, we authorized 3,000,000 Ordinary Shares (“ESOP Shares”) for issuance under the Plan. The purpose of the Plan was to attract and retain the best available personnel for positions of responsibility with us, to provide additional incentives to them and to align their interests with those of our shareholders, and to thereby promote our long-term business success. The share-based payment expenses represented our issuance of the 3,000,000 ESOP Shares to certain employees pursuant to the Plan for consideration of US$0.0001 for each ESOP Share.
Net loss. Net loss for the six months ended September 30, 2025, amounted to $0.1 million as compared to net income of $1.2 million for the six months ended September 30, 2024. The loss was mainly due to the increase in administrative expenses and the issuance of ESOP Shares to our employees during the period.
Basic and diluted EPS. Basic and diluted loss per share were $0.008 and $0.008 per Ordinary Share for the six months ended September 30, 2025, respectively, as compared to earnings per share of $0.11 and $0.11 per Ordinary Share for the six months ended September 30, 2024, respectively.
Liquidity and Capital Resources
As of September 30, 2025, we had cash of $4.8 million, total current assets of $49.3 million, and total current liabilities of $14.5 million. Net current assets were $34.8 million and the current ratio was 3.4. As of September 30, 2025, we had total assets and total liabilities of $50.0 million and $37.3 million, respectively, and hence we had shareholders’ equity of $12.7 million. As of September 30, 2025, we had other borrowings of $1.5 million.
Off-Balance Sheet Arrangements
We did not have during the period presented, and we do not currently have, any off-balance sheet financing arrangements or any relationships with unconsolidated entities or financial partnerships, including entities sometimes referred to as structured finance or special purpose entities, that were established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.
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Exhibit 99.2
OneConstruction Group Limited Announces Interim Results For the Six Months Ended September 30, 2025
OneConstruction Group Limited
(NASDAQ: ONEG)
(January 14, 2026 – NEW YORK) – OneConstruction Group Limited (“OneConstruction Group” or “ONEG”), a Cayman Islands exempted company with limited liability that, through its operating subsidiary, OneConstruction Engineering Projects Limited, a company incorporated under the laws of Hong Kong with limited liability, operates as a structural steelwork contractor for construction projects in both the public and private sectors in Hong Kong, today announced its unaudited interim financial results for the six months ended September 30, 2025.
Overview:
| ● | Revenue was $27.8 million for the six months ended September 30, 2025, representing a slight decrease of 3.4% from the same period in 2024. |
| ● | Net loss was $0.1 million for the six months ended September 30, 2025 (2024: net profit of $1.2 million). |
Six-Month Financial Results Ended September 30, 2025
Revenue. Revenue decreased slightly by 3.4% from $28.7 million for the six months ended September 30, 2024, to $27.8 million for the six months ended September 30, 2025. The decrease in revenue during the six-month period ended September 30, 2025, was mainly attributable to the combined impact of an increase in revenue derived from the public sector, mainly the infrastructure and public facilities projects, and a decrease in revenue derived from the private sector due to the slowdown in the development of the commercial property market in Hong Kong.
Administrative expenses. Administrative expenses increased by 94.9% from $0.9 million for the six months ended September 30, 2024, to $1.7 million for the six months ended September 30, 2025, which was mainly due to an increase in the professional fees and other administrative expenses as a result of ONEG’s listing on the Nasdaq in December 2024, an increase in payroll as a result of an increase in the headcount of office staff (included a director) and an increase in leasing expense by increasing office space and related expenses.
Share-based payment expenses. On February 27, 2025, ONEG established its 2025 Equity Incentive Plan (the “Plan”). Pursuant to the Plan, ONEG authorized 3,000,000 Ordinary Shares (“ESOP Shares”) for issuance under the Plan. The purpose of the Plan was to attract and retain the best available personnel for positions of responsibility with ONEG, to provide additional incentives to them and align their interests with those of the shareholders of ONEG, and to thereby promote its long-term business success. The share-based payment expenses represented ONEG’s issuance of the 3,000,000 ESOP Shares to certain employees pursuant to the Plan for consideration of US$0.0001 for each ESOP Share.
Net loss. Net loss for the six months ended September 30, 2025 amounted to $0.1 million as compared to net income of $1.2 million for the six months ended September 30, 2024. The loss was mainly due to the increase in administrative expenses and the issuance of ESOP Shares to ONEG’s employees during the period.
Basic and diluted EPS. Basic and diluted loss per share were $0.008 and $0.008 per Ordinary Share for the six months ended September 30, 2025, respectively, as compared to earnings per share of $0.11 and $0.11 per Ordinary Share for the six months ended September 30, 2024, respectively.
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Liquidity and Capital Resources
As of September 30, 2025, ONEG had cash of $4.8 million, total current assets of $49.3 million, and total current liabilities of $14.5 million. Net current assets were $34.8 million and the current ratio was 3.4. As of September 30, 2025, ONEG had total assets and total liabilities of $50.0 million and $37.3 million, respectively, and hence ONEG had shareholders’ equity of $12.7 million. As of September 30, 2025, ONEG had other borrowings of $1.5 million.
Off-Balance Sheet Arrangements
ONEG did not have during the period presented, and it does not currently have, any off-balance sheet financing arrangements or any relationships with unconsolidated entities or financial partnerships, including entities sometimes referred to as structured finance or special purpose entities, that were established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.
About the OneConstruction Group
OneConstruction Group is a structural steelwork contractor based in Hong Kong. Through its subsidiaries, ONEG specializes in the procurement and installation of structural steel across a diverse range of construction projects in Hong Kong, including residential and commercial developments as well as infrastructure works. While much of its work is commissioned by the public sector, ONEG also serves private clients, delivering customized steel solutions tailored to Hong Kong's construction needs. For more information, please visit ONEG’s website: www.OneConstruction.com.hk.
Forward-looking Statements
All forward-looking statements, expressed or implied, in this release are based only on information currently available to ONEG and speak only as of the date on which they are made. Investors can find many (but not all) of these statements by the use of words such as “approximates,” “believes,” “hopes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “plans,” “will,” “would,” “should,” “could,” “may” or other similar expressions. Except as otherwise required by applicable law, ONEG disclaims any duty to publicly update any forward-looking statement, each of which is expressly qualified by the statements in this section, to reflect events or circumstances after the date of this release. These statements are subject to uncertainties and risks, including, but not limited to, the uncertainties related to market conditions, and other factors discussed in the “Risk Factors” section of the registration statement filed with the U.S. Securities and Exchange Commission (the “SEC”). Although ONEG 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 ONEG cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in ONEG’s registration statement and other filings with the SEC. Additional factors are discussed in ONEG’s filings with the SEC, which are available for review at www.sec.gov.
For more information, please contact:
Investor Relations
Mr. Gordon Li
gli@oneconstruction.com.hk
Media Relations
Ms. Callis Lau / Mr. Gary Li / Ms. Lorraine Luk
oneg@ipr.com.hk
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ONECONSTRUCTION GROUP
LIMITED
CONSOLIDATED BALANCE SHEETS
| As of | ||||||||
| September 30, | March 31, | |||||||
| 2025 | 2025 | |||||||
| USD’000 | USD’000 | |||||||
| (Unaudited) | (Audited) | |||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Accounts receivable, net | 16,523 | 22,934 | ||||||
| Prepayment of equipment | 239 | 209 | ||||||
| Deposits, prepayment and other receivables | 224 | 218 | ||||||
| Contract assets | 27,505 | 24,969 | ||||||
| Cash and cash equivalents | 4,777 | 749 | ||||||
| Total current assets | 49,268 | 49,079 | ||||||
| Non-current assets: | ||||||||
| Property and equipment | 241 | 11 | ||||||
| Right-of-use assets, operating leases | 383 | 567 | ||||||
| Deferred tax assets | 38 | 188 | ||||||
| Total non-current assets | 662 | 766 | ||||||
| Total assets | 49,930 | 49,845 | ||||||
| Liabilities | ||||||||
| Current liabilities: | ||||||||
| Accounts payables | 10,311 | 10,350 | ||||||
| Accrual and other payables | 1,923 | 2,351 | ||||||
| Amount due to a shareholder | 9 | 2 | ||||||
| Contract liabilities | 241 | 630 | ||||||
| Operating lease liabilities | 383 | 373 | ||||||
| Other borrowings | 1,533 | 2,117 | ||||||
| Current income tax liabilities | 136 | 121 | ||||||
| Total current liabilities | 14,536 | 15,944 | ||||||
| Non-current liabilities: | ||||||||
| Operating lease liabilities | - | 193 | ||||||
| Loan due to a shareholder | 22,741 | 21,567 | ||||||
| Total non-current liabilities | 22,741 | 21,760 | ||||||
| Total liabilities | 37,277 | 37,704 | ||||||
| Shareholders’ equity: | ||||||||
| Ordinary shares, US$0.0001 par value; 500,000,000 shares authorized, 16,000,000 (March 31, 2025: 13,000,000) shares issued and outstanding | 1 | 1 | ||||||
| Additional paid-in capital | 6,218 | 5,570 | ||||||
| Retained earnings | 6,366 | 6,497 | ||||||
| Exchange reserve | 68 | 73 | ||||||
| Total shareholders’ equity | 12,653 | 12,141 | ||||||
| Total liabilities and equity | 49,930 | 49,845 | ||||||
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ONECONSTRUCTION GROUP LIMITED
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE INCOME
| For the six months ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| USD’000 | USD’000 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Revenue | 27,762 | 28,736 | ||||||
| Cost of sales | (25,502 | ) | (26,348 | ) | ||||
| Gross profit | 2,260 | 2,388 | ||||||
| Other income | 479 | 7 | ||||||
| Allowance for credit loss on financial assets, net of reversal | (193 | ) | (124 | ) | ||||
| Administrative expenses | (1,670 | ) | (857 | ) | ||||
| Share based payment expenses | (669 | ) | - | |||||
| Profit from operations | 207 | 1,414 | ||||||
| Finance cost | (175 | ) | (245 | ) | ||||
| Profit before taxation | 32 | 1,169 | ||||||
| Income tax (credit)/expenses | (163 | ) | 73 | |||||
| Net (loss)/income | (131 | ) | 1,242 | |||||
| Other comprehensive (expense) income | ||||||||
| Exchange difference on translation of foreign operations | (5 | ) | 53 | |||||
| Total comprehensive (loss)/income attributable to shareholders | (136 | ) | 1,295 | |||||
| Net (loss)/income per share attributable to shareholders | ||||||||
| Basic (cents) | (0.8 | ) | 11.0 | |||||
| Diluted (cents) | (0.8 | ) | 11.0 | |||||
| Weighted average number of ordinary shares used in computing net (loss)/income per share | ||||||||
| Basic | 15,426,230 | 11,250,000 | ||||||
| Diluted | 15,426,230 | 11,250,000 | ||||||
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