6-K
DirectBooking Technology Co., Ltd. (ZDAI)
UNITEDSTATES
SECURITIESAND EXCHANGE COMMISSION
Washington,D.C. 20549
FORM6-K
REPORTOF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16
OR15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of August 2025
Commission File Number No. 001-42181
PrimegaGroup Holdings Limited
(Registrant’s Name)
Room2912, 29/F., New Tech Plaza
34Tai Yau Street
SanPo Kong
Kowloon,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 ☐
ExtraordinaryGeneral Meeting of Shareholders
In connection with the extraordinary general meeting of shareholders of Primega Group Holdings Limited (the “Company”), the Company hereby furnishes the following documents:
Exhibits
| 1 |
| --- |
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.
| Primega Group Holdings Limited | |
|---|---|
| By: | /s/ Tan Yu |
| Name: | Tan<br> Yu |
| Title: | Chief<br> Executive Officer, Chairman of the Board and Director |
Date: August 29, 2025
| 2 |
| --- |
Exhibit99.1
PrimegaGroup Holdings Limited
Room2912, 29/F., New Tech Plaza
34Tai Yau Street
SanPo Kong
Kowloon,Hong Kong
PRESSRELEASE
PrimegaGroup Holdings Limited to Hold an Extraordinary General Meeting on 11 September 2025
Hong Kong, August 29, 2025 — Primega Group Holdings Limited (NASDAQ: ZDAI) (“Company”), a provider of transportation services that employs environmentally friendly practices with the aim of facilitating reuse of C&D materials and reduction of construction waste, today announced that it will hold an extraordinary general meeting of shareholders of the Company (“Extraordinary GeneralMeeting”) at Room 2912, 29/F., New Tech Plaza, 34 Tai Yau Street, San Po Kong, Kowloon, Hong Kong, on 11 September 2025 at 9:00 am (Hong Kong time).
The purpose of the Extraordinary General Meeting is for the Company’s shareholders to consider, and if thought fit, approve the change of the Company’s name from “Primega Group Holdings Limited” to “DirectBooking Technology Co., Ltd.” and the adoption of the dual foreign name in Chinese of the Company, “直订科技有限公司”. The proposed name change and the adoption of the dual foreign name in Chinese will not affect any rights of shareholders or the Company’s operations and financial position.
The board of directors of the Company has fixed the close of business on 14 August 2025 as the record date (“Record Date”) in order to determine the shareholders entitled to receive notice of the Extraordinary General Meeting or any adjourned or postponed meeting thereof.
Holders of the Company’s ordinary shares whose names are on the register of members of the Company at the close of business on the Record Date are entitled to attend the Extraordinary General Meeting and any adjournment or postponement thereof in person.
AboutPrimega Group Holdings Limited
The Company as a holding company with no material operations of its own, Company conducts its operations in Hong Kong through its operating subsidiary, Primega Construction Engineering Co. Limited (“Primega Construction”). Primega Construction is a provider of transportation services that employs environmentally friendly practices with the aim of facilitating reuse of construction and demolition materials, and reduction of construction waste. Through Primega Construction, it operates in the Hong Kong construction industry, mainly handling transportation of materials excavated from construction sites. Primega Construction principally provides the following services in Hong Kong (i) soil and rock transportation services; (ii) diesel oil trading; and (iii) construction works, which mainly includes excavation and lateral support works and bored piling. It generally provides its services as a subcontractor to other construction contractors in Hong Kong.
CautionaryStatement Regarding Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical or current fact included in this press release are forward-looking statements, including but not limited to statements regarding the expected growth of the Company, the development progress of all product candidates, the progress and results of all clinical trials, the Company’s ability to source and retain talent, and the cash position of the Company. Forward-looking statements may be identified by the use of words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target” or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These statements are based on various assumptions, whether identified in this press release, and on the current expectations of the Company’s management and are not predictions of actual performance.
The Company cannot assure you the forward-looking statements in this press release will be accurate. These forward-looking statements are subject to a number of risks and uncertainties, including those included under the heading “Risk Factors” in the Post-effective Amendment No. 2 to the Company’s Registration Statement on Form F-1 filed with the SEC on January 23, 2024, and other filings with the SEC. There may be additional risks that the Company does not presently know or that the Company currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In light of the significant uncertainties in these forward-looking statements, nothing in this press release should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. The forward-looking statements in this press release represent the views of the Company as of the date of this press release. Subsequent events and developments may cause those views to change. However, while the Company may update these forward-looking statements in the future, there is no current intention to do so, except to the extent required by applicable law. You should, therefore, not rely on these forward-looking statements as representing the views of the Company as of any date subsequent to the date of this press release. Except as may be required by law, the Company does not undertake any duty to update these forward-looking statements.
Forfurther information, please contact:
InvestorRelations Contact
Primega Group Holdings Limited
Email: investors@celestiair.com
Exhibit99.2
PrimegaGroup Holdings Limited
Room2912, 29/F., New Tech Plaza
34Tai Yau Street
SanPo Kong
Kowloon,Hong Kong
PROXYSTATEMENT AND NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
| To the shareholders of | August 29, 2025 |
|---|---|
| Primega Group Holdings Limited | Hong Kong |
Dear Shareholders:
You are cordially invited to attend the extraordinary general meeting of the shareholders of Primega Group Holdings Limited (“Company”), which will be held at 9:00 a.m. (Hong Kong time), on 11 September 2025 (“Extraordinary General Meeting”). The Extraordinary General Meeting will be held at Room 2912, 29/F., New Tech Plaza, 34 Tai Yau Street, San Po Kong, Kowloon, Hong Kong. Shareholders will be able to attend the meeting in-person and vote.
The matters to be acted upon at the Extraordinary General Meeting are described in the Proxy Statement and Notice of Extraordinary General Meeting of Shareholders.
YOURVOTE IS VERY IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE EXTRAORDINARY GENERAL MEETING, WE URGE YOU TO VOTE AND SUBMIT YOUR PROXYON THE INTERNET OR BY MAIL. IF YOU ARE A REGISTERED SHAREHOLDER AND ATTEND THE EXTRAORDINARY GENERAL MEETING, YOU MAY REVOKE YOUR PROXYAND VOTE YOUR SHARES IN PERSON. IF YOU HOLD YOUR SHARES THROUGH A BANK OR BROKER AND WANT TO VOTE YOUR SHARES IN PERSON AT THE EXTRAORDINARYGENERAL MEETING, PLEASE CONTACT YOUR BANK OR BROKER TO OBTAIN A LEGAL PROXY. THANK YOU FOR YOUR SUPPORT.
| By<br> order of the Board of Directors<br><br> <br>Primega Group Holdings Limited |
|---|
| /s/ Tan Yu |
| Tan<br> Yu |
| Chief<br> Executive Officer, Chairman of the Board and Director |
NOTICEOF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
PrimegaGroup Holdings Limited
(THE“COMPANY”)
| TIME: | 9:00<br> a.m (Hong Kong time), on 11 September 2025 |
|---|---|
| PLACE: | Room<br> 2912, 29/F., New Tech Plaza, 34 Tai Yau Street, San Po Kong, Kowloon, Hong Kong |
ITEMSOF BUSINESS:
| PROPOSAL: | |
|---|---|
| SPECIAL RESOLUTION | |
| To<br> consider and, if thought fit, pass with or without amendments, the following resolution as special resolution: | |
| “THAT,<br> subject to and conditional upon the approval of the Registrar of Companies in the Cayman Islands, the English name of the Company<br> be changed from “Primega Group Holdings Limited” to “DirectBooking Technology Co., Ltd.” and the Chinese<br> name of “直订科技有限公司” be adopted as the dual foreign name of the<br> Company (“Change of Company Name”) with effect from the date of entry of the new English name and the dual foreign<br> name in Chinese of the Company on the register maintained by the Registrar and the date on which the certificate of incorporation<br> on change of name is issued by the Registrar of Companies in the Cayman Islands and that any director, company secretary, and/or<br> the registered office provider of the Company be and are hereby authorized to do all such acts and things and execute all such documents<br> as he/she/they consider necessary, desirable or expedient for the purpose of, or in connection with, the implementation of and giving<br> effect to the Change of Company Name and to attend to any necessary registration and/or filing for and on behalf of the Company.” | |
| WHO MAY VOTE: | You<br> may vote if you were a shareholder of record on 14 August 2025. |
| DATE OF MAILING: | This<br> notice and the proxy statement are first being mailed to shareholders on or about 29 August 2025. |
| By<br> order of the Board of Directors<br><br> <br>Primega Group Holdings Limited | |
| --- | |
| /s/ Tan Yu | |
| Tan<br> Yu | |
| Chief<br> Executive Officer, Chairman of the Board and Director |
Exhibit99.3
