6-K 1 ea0204562-6k_neoconcept.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 April, 2024

 

Commission File Number: 333-275242

 

Neo-Concept International Group Holdings Ltd
(Registrant’s Name)

 

10/F, Seaview Centre

No.139-141 Hoi Bun Road

Kwun Tong

Kowloon, Hong Kong

(Address of Principal Executive Offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

 

Form 20-F ☒     Form 40-F ☐

 

 

 

 

 

Entry into a Material Definitive Agreement.

 

On April 22, 2024, Neo-Concept International Group Ltd (the “Company”) entered into an underwriting agreement, substantially in the form attached as Exhibit 1.1 hereto and incorporated herein by reference, with Revere Securities LLC as underwriter named thereof, in connection with its initial public offering (“IPO”) of 2,320,000 ordinary shares, par value $0.0000625 per share (the “Ordinary Shares”) at a price of $4.00 per share. The Company’s Registration Statement on Form F-1 (File No. 333-275242) for the IPO, originally filed with the U.S. Securities and Exchange Commission (the “Commission”) on November 1, 2024 (as amended, the “Registration Statement”) was declared effective by the Commission on April 1, 2024.

 

Other Events.

 

In connection with the IPO, the Company adopted a code of business conduct and ethics, audit committee charter, compensation committee charter and nominating and corporate governance committee charter, attached as Exhibits 99.1, 99.2, 99.3 and 99.4 to the Registration Statement, respectively, as well as an insider trading policy, whistleblower policy and clawback policy, copies of which are attached as Exhibit 99.5, 99.6 and 99.7 hereto, respectively, and incorporated herein by reference.

 

On April 23, 2024, the Company issued a press release announcing the pricing of the IPO, and on April 25, 2024, the Company issued a press release announcing the closing of the IPO, copies of which are attached as Exhibit 99.8 and Exhibit 99.9 to this Current Report on Form 6-K.

  

Financial Statements and Exhibits.

 

The following exhibits are being filed herewith:

 

Exhibit No.   Description
1.1   Form of Underwriting Agreement
99.1*   Form of Code of Ethics
99.2*   Form of Charter of the Audit Committee
99.3*   Form of Charter of the Compensation Committee
99.4*   Form of Charter of the Nominating and Corporate Governance Committee
99.5   Insider Trading Policy
99.6   Whistleblower Policy
99.7   Clawback Policy
99.8   Press Release, dated April 23, 2024
99.9   Press Release, dated April 25, 2024

 

* Filed Previously.

 

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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.

 

  Neo-Concept International Group Holdings Ltd
     
Date: April 26, 2024 By: /s/ Eva Yuk Yin Siu
  Name:  Eva Yuk Yin Siu
  Title: Chief Executive Officer, Chairlady of the Board and Director

 

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