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: 001-42181
PrimegaGroup Holdings Limited
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 ☐
INFORMATIONCONTAINED IN THIS REPORT ON FORM 6-K
Entryinto Memorandum of Understanding
On August 18 2025, Primega Group Holdings Limited (the “Company”) entered into a memorandum of understanding (the “MOU”) regarding the acquisition of China Wangmao Liquor Industry Group Co. Limited. The MOU sets forth non-binding terms and conditions for the Collaboration and for entry into the definitive agreement for the Collaboration, which are described in further detail in the press release described below.
Issuanceof Press Release
On August 18, 2025, the Company is issuing a press release announcing its entry into the MOU and describing the principal proposed terms and conditions set forth in the MOU.
Forward-LookingStatements
Matters discussed in this report may constitute forward-looking statements. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements, which are other than statements of historical facts. The words “believe,” “anticipate,” “intends,” “estimate,” “potential,” “may,” “should,” “expect” “pending” and similar expressions identify forward-looking statements. The forward-looking statements in this report are based upon various assumptions. Although we believe that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond our control, we cannot assure you that we will achieve or accomplish these expectations.
Exhibits
The following exhibit is included in this Form 6-K:
| Exhibit<br><br> <br>Number | Description of Exhibit |
|---|---|
| 99.1 | Press release of the Company dated August 18, 2025 |
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.
| 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 19, 2025
Exhibit99.1
PrimegaGroup Acquires China Wangmao Liquor Industry Group to Enter the Premium Baijiu Market and Drive Diversified Growth
Hong Kong, August 18, 2025 – Primega Group (NASDAQ: ZDAI) has officially announced the signing of a memorandum of understanding with China Wangmao Liquor Industry Group Co. Limited, planning to acquire the company through an equity purchase. This marks a significant step in Primega Group’s journey toward diversified business development while showcasing its strategic planning and innovation capabilities in new business sectors.
Enteringthe Premium Baijiu Market: A New Chapter in Diversification
Primega Group, a leading holding company registered in the Cayman Islands, primarily operates through its Hong Kong subsidiary, Primega Construction, focusing on eco-friendly transportation services and the recycling of construction waste. Building on its stable business foundation, the company is now officially entering the premium Baijiu (Chinese distilled liquor) market through this acquisition, further expanding its business portfolio.
China Wangmao Liquor Industry Group, a renowned producer and seller of sauce-flavor Baijiu, boasts excellent brand influence, a mature membership-based business model, and significant innovation in digital operations. This acquisition aims to integrate China Wangmao Liquor’s strengths in branding, product offerings, digital operations, and omnichannel resources with Primega Group’s capital strength and technical expertise, creating synergies to drive rapid growth in the Baijiu industry.
EmpoweringTraditional Industries: Intelligent Technology Leading the Future
Primega Group is committed to transforming traditional industries through intelligent technologies to create sustainable value. After the acquisition, the company plans to retain China Wangmao Liquor Industry Group’s independent brand operations while leveraging Primega Group’s resources to comprehensively upgrade the brand. The two companies will jointly launch new premium product lines, with a particular focus on expanding into Southeast Asian and North American markets, promoting the global presence of Chinese sauce-flavor Baijiu.
In addition, Primega Group will leverage its expertise in digital technology and capital operations to enhance China Wangmao Liquor Industry Group’s internal operations, optimize its supply chain, and modernize its production facilities. By integrating resources from both sides, the partnership aims to reduce production and logistics costs, improve profit margins, and create long-term stable returns for shareholders.
StrategicSignificance and Future Outlook
Primega Group believes this acquisition will significantly enhance its competitiveness in the premium consumer goods sector while injecting new growth momentum into its capital market performance. Looking ahead, the company will continue to focus on innovations in hotel marketing software, digital supply chain platforms, artificial intelligence (AI) and Internet of Things (IoT) integrations, cloud computing, and intelligent engineering equipment. These efforts aim to empower traditional industries with intelligent technologies to drive sustainable development and value creation.
The transaction is expected to proceed following due diligence, the signing of formal agreements, and the completion of equity transfers. Primega Group and China Wangmao Liquor Industry Group will work together to build a leading domestic premium sauce-flavor Baijiu brand and further penetrate international markets.
This strategic acquisition not only represents an important step in Primega Group’s diversification efforts but also highlights its solid progress in exploring new fields. Moving forward, Primega Group will continue to drive development through innovation, striving to become a leading integrated enterprise in the industry.
AboutPrimega Group
Primega Group is a holding company registered in the Cayman Islands. Its Hong Kong subsidiary, Primega Construction Co. Limited, specializes in eco-friendly transportation services and the recycling of construction waste. The company focuses on technological innovation, transforming industries such as hospitality and retail, empowering traditional sectors, and promoting sustainable value creation.
AboutChina Wangmao Liquor Industry Group Co. Limited
China Wangmao Liquor Industry Group is a company specializing in the production and sales of sauce-flavor Baijiu. With strong brand power, a digital operational model, and a membership-based strategy, the group occupies a key position in the premium Baijiu market.
The company has demonstrated strong innovation capabilities in the digital consumption ecosystem by building a “digital liquor trading platform.” This platform offers NFT-linked digital and physical liquor collectibles, an AR customization experience system (allowing users to participate in liquor formula and packaging design via mobile devices), and other services aimed at redefining the liquor industry.
In the field of biotechnology, the company has partnered with the Liquor Association to:
Establish a molecular marker database for sauce-flavor compounds (covering 1,287 aromatic substances).
Develop customized liquor yeast (with the first “low-intoxication” sauce-flavor Baijiu currently undergoing market testing).
Through this collaboration, the two companies aim to create the world’s first “Baijiu digital ecosystem matrix,” combining traditional brewing craftsmanship with cutting-edge biotechnology and artificial intelligence. This initiative is expected to redefine the value standards of the premium sauce-flavor Baijiu industry.
ThreeKey Value Drivers of the Partnership
TechnicalBarriers: Establishing a full-chain moat from brewing patents to intelligent equipment.
ModelInnovation: Pioneering a “physical consumption + digital assets” dual-driven model.
ValuationReconstruction: Benchmarking against Pop Mart’s operational and technology-driven approach, with significant potential for PE multiple growth.
For more information, please contact:
Celestia Investor Relations
Email: [email protected]