SEC Form 6-K filed by E-Home Household Service Holdings Limited
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 OF THE
SECURITIES EXCHANGE ACT OF 1934
For the month of March 2025
Commission File Number 001-40375
E-Home Household Service Holdings Limited
(Translation of registrant’s name into English)
E-Home, 18/F, East Tower, Building B,
Dongbai Center, Yangqiao Road,
Gulou District, Fuzhou City 350001,
People’s Republic of China
(Address of principal executive offices)
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 ☐
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
On November 26, 2024, the shareholders of E-Home Household Service Holdings Limited (the “Company”) approved, subject to conditions included in therein, the special resolutions of the capital reorganization (the “Capital Reorganization”), a capital reduction, the change of authorized share capital of the Company and adoption of new memorandum and articles of association of the Company in the manner set out as follows at the shareholders meeting of the Company:
| (i) | the par value of issued Ordinary Shares of par value US$10.00 each (the “Ordinary Shares”) be reduced from US$10.00 to US$0.001 by cancelling the paid up share capital to the extent of US$9.999 per issued Ordinary Share by way of a reduction of capital (the “Capital Reduction”) so as to form new issued ordinary share(s) with par value of US$0.001 each (“New Ordinary Share(s)”) immediately following the Capital Reduction becoming effective; and |
| (ii) | the credit arising from the Capital Reduction be applied towards offsetting the accumulated losses (if any) of the Company as at the effective date of the Capital Reduction, and the balance (if any) will be transferred to a distributable reserve account of the Company which may be utilized by the Directors of the Board (the “Directors”) as a distributable reserve in accordance with the articles of association of the Company and all applicable laws and rules including, without limitation, eliminating or setting off the accumulated losses of the Company which may arise from time to time and/or paying dividends and/or making any other distribution out of such account from time to time and all actions in relation thereto be approved, ratified and confirmed; and |
| (iii) | immediately following the Capital Reduction becoming effective, each of the Ordinary Shares par value US$10.00 in the authorized but unissued share capital of the Company be sub-divided into 10,000 New Ordinary Shares par value US$0.001 each (the “Sub-division”), such that following the Capital Reduction and the Sub-division, the authorized share capital of the Company shall be changed from US$1,000,020,000 divided into (x) 100,000,000 shares designated as ordinary shares with a nominal or par value of US$10 per share and (y) 10,000,000 shares designated as preferred shares with a nominal or par value of US$0.002 per share to US$1,000,020,000 divided into (x) 1,000,000,000,000 shares designated as ordinary shares with a nominal or par value of US$0.001 each and (y) 10,000,000 shares designated as preferred shares with a nominal or par value of US$0.002 each; and |
| (iv) | immediately following the Capital Reduction and Sub-division becoming effective, the fifth amended and restated memorandum of association and fifth amended and restated articles of association (“Amended and Restated M&AA”), which was attached as Annex A to the proxy statement, be and are adopted in substitution for and to the exclusion of the existing fourth amended and restated memorandum of association and fourth amended and restated articles of association of the Company currently in effect, which, among others, reflects the authorized share capital of the Company after the Capital Reduction and Sub-division; and |
| (v) | each of the New Ordinary Shares arising from the Capital Reduction and the Sub-division shall rank pari passu in all respects with each other and have rights and privileges and be subject to the restrictions contained in the memorandum and articles of association of the Company; and |
| (vi) | any director, registered office provider or company secretary of the Company be and is hereby authorized to do all such acts, deeds and things and execute all such documents and make all such arrangements that he/she shall, in his/her absolute discretion, deem necessary or expedient to give effect and implement, or otherwise required in connection with, the Capital Reduction and Sub-division and adoption of the Amended and Restated M&AA, including without limitation, attending to the necessary filings with the Court and Registrar of Companies in the Cayman Islands and with any other relevant authorities. |
On February 25, 2025, the Grant Court of the Cayman Islands confirmed the Capital Reduction. On March 6, 2025, the Company completed the registration with the Registrar of Companies of the Cayman Islands of the order of the Court confirming the Capital Reduction, the minutes regarding the Capital Reduction and the Amended and Restated M&AA, a copy of which is attached hereto as exhibit 3.1 and is incorporated herein by reference. Pursuant to the Amended and Restated M&AA, the authorized share capital of the Company now has become US$1,000,020,000 divided into (x) 1,000,000,000,000 shares designated as ordinary shares with a nominal or par value of US$0.001 each and (y) 10,000,000 shares designated as preferred shares with a nominal or par value of US$0.002 each. The conditions stated in the special resolutions have been satisfied and the Capital Reorganization became effective on March 6, 2025.
This Form 6-K is hereby incorporated by reference into the registration statements of the Company on Form F-3 (Registration Number 333-259464) and Forms of S-8 (Registration Numbers 333-265214, 273374 and 333-279756) to the extent not superseded by documents or reports filed or furnished by the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
1
EXHIBIT INDEX
| Exhibit Number |
Description | |
| 3.1 | The Fifth Amended and Restated Memorandum and Articles of Association of the Company |
2
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: March 10, 2025
| E-Home Household Service Holdings Limited | ||
| By: | /s/ Wenshan Xie | |
| Name: | Wenshan Xie | |
| Title: | Chief Executive Officer | |
3