0001213900-23-091578.txt : 20231201 0001213900-23-091578.hdr.sgml : 20231201 20231130184540 ACCESSION NUMBER: 0001213900-23-091578 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20231130 FILED AS OF DATE: 20231201 DATE AS OF CHANGE: 20231130 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ICZOOM Group Inc. CENTRAL INDEX KEY: 0001854572 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-RADIO TV & CONSUMER ELECTRONICS STORES [5731] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-41645 FILM NUMBER: 231457043 BUSINESS ADDRESS: STREET 1: UNITS 1703, TINS' CENTRE BLOCK III STREET 2: 3 HUNG CHEUNG ROAD, TUEN MUN CITY: NEW TERRITORIES STATE: K3 ZIP: 999077 BUSINESS PHONE: 00852-23510522 MAIL ADDRESS: STREET 1: UNITS 1703, TINS' CENTRE BLOCK III STREET 2: 3 HUNG CHEUNG ROAD, TUEN MUN CITY: NEW TERRITORIES STATE: K3 ZIP: 999077 6-K 1 ea189332-6k_iczoom.htm REPORT OF FOREIGN PRIVATE ISSUER

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 November 2023

ICZOOM GROUP INC.

(Exact name of registrant as specified in its charter)

Room 3801, Building A, Sunhope e·METRO, No. 7018 Cai Tian Road

Futian District, Shenzhen

Guangdong, China, 518000

Tel: 86 755 86036281

(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

This current report on Form 6-K is being filed to clarify the home country rule exemption disclosure in our Form 20-F for the fiscal year ended June 30, 2023, specifically, in reference to Nasdaq Rules 5635 (as defined below).

Corporate Governance

As a foreign private issuer, we are permitted, in lieu of certain requirements of the NASDAQ Stock Market Marketplace Rules (the “Nasdaq Rules”) and subject to certain exceptions, to follow the practices of our home country, which for the purpose of such rules is the Cayman Islands, pursuant to the home country rule exemption set forth under Nasdaq Rules 5615(a)(3).

We elected to be exempt from the requirements under Nasdaq Rules 5635. Nasdaq Rules 5635 generally provides that shareholder approval is required prior to issuance (or potential issuance) of securities in relation to (i) the acquisition of the stock or assets of another company; (ii) a change of control, (iii) the establishment or amendment of certain equity based compensation plans and arrangements; and (iv) transactions other than public offerings whereby there is a 20% Issuance at a price that is less than the Minimum Price, as defined in Nasdaq Rules 5635(d). Our Cayman Islands counsel, Ogier, has provided a letter to Nasdaq certifying that under Cayman Islands law and our amended and restated memorandum and articles of association, we are not prohibited from issuing securities without first obtaining shareholder approval where such issuance of securities otherwise requires shareholder approval under Nasdaq Rules 5635.

Except for the foregoing, there are no material differences in the Company’s corporate governance practices from those of U.S. domestic companies under the listing standards of The Nasdaq Stock Market.

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	ICZOOM Group Inc.

Date: November 30, 2023	By:	/s/ Lei Xia
		Lei Xia
		Chief Executive Officer