Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

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 2024

Commission File Number: 001-42181

Primega Group Holdings Limited

Room 2912, 29/F., New Tech Plaza

34 Tai Yau Street

San Po 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 ☐

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard

Primega Group Holdings Limited (“Company”) received a written notification from Nasdaq Listing Qualifications Staff of the Nasdaq Stock Market LLC (“Nasdaq”) on November 21, 2024, notifying the Company that it has not paid a sum of certain fees (“Outstanding Fees”) as required under Nasdaq Listing Rule 5250(f). Nasdaq Listing Rule 5250(f) states that “the Company is required to pay all applicable fees as described in the Rule 5900 Series.” Nasdaq notified the Company that the failure to comply with this requirement served as a basis for delisting the Company’s securities from the Nasdaq Capital Market.

Re-Compliance of Nasdaq Listing Rule 5900

The Company has then made full repayment of the Outstanding Fees on November 26, 2024. On November 27, 2024, the Company received notification from Nasdaq that subject to certain disclosure obligations, which this form 6-K forms a part of, the matter regarding Outstanding Fees is closed.

Exhibit

The following exhibit is being filed herewith:

Exhibit No.		Description
99.1		Press Release, dated November 27, 2024

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/ Kan Chi Wai
	Name:	Kan Chi Wai
	Title:	Chief Executive Officer and Director

Date: November 27, 2024

Exhibit 99.1

PRIMEGA GROUP HOLDINGS LIMITED

Notice of Delisting and Re-Compliance of Nasdaq Listing Rule

Hong Kong, November 27, 2024 – On November 21, 2024, Primega Group Holdings Limited (Nasdaq: PGHL) (the “Company”), was notified by Nasdaq Listing Qualifications Staff of the Nasdaq Stock Market LLC (“Nasdaq”) that the Company has not paid a sum of certain fees as required under Nasdaq Listing Rule 5900 Series (“Delisting Notice”). Nasdaq Listing Rule 5250(f) states that “the Company is required to pay all applicable fees as described in the Rule 5900 Series.” Nasdaq notified the Company that the failure to comply with this requirement served as a basis for delisting the Company’s securities from the Nasdaq Capital Market. The notification from Nasdaq further outlined that if the Company does not elect to appeal, the Company will face delisting from the Nasdaq Capital Market and the Company’s shares will be suspended on December 3, 2024.

The Company has made a full and complete repayment of the outstanding fees on November 26, 2024. On November 27, 2024, the Company received notification from Nasdaq that subject to certain disclosure obligations, which this press release forms a part of, the matter regarding Outstanding Fees is closed.

The Company is now in compliance with Nasdaq Listing Rule 5250(f).

Trading of the Company’s shares is unaffected and continues as usual.

The Delisting Notice does not impact the Company’s business operations or financial position, and we remain focused on maintaining business growth. Neither the Company nor any of its subsidiaries are subject to any further disciplinary action by Nasdaq.

PRIMEGA GROUP HOLDINGS LIMITED

About Primega Group Holdings Limited

Primega Group Holdings Limited 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 an operating subsidiary in Hong Kong, the Company operates in the construction industry, mainly handling transportation of materials excavated from construction sites. The services principally comprise of (i) soil and rock transportation services; (ii) diesel oil trading; and (iii) construction works, which mainly include excavation and lateral support works and bored piling. The Company generally provides its services as a subcontractor to other construction contractors in Hong Kong.

Forward-Looking Statements

Certain statements in this press release are forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company’s current expectations and projections about future events that the Company believes may affect its financial condition, results of operations, business strategy and financial needs. Investors can find many (but not all) of these statements by the use of words such as “approximates,” “believes,” “hopes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “plans,” “will,” “would,” “should,” “could,” “may” or other similar expressions in this press release. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company’s filings with the SEC.

For investor and media inquiries, please contact:

Company Info

Primega Group Holdings Limited

Man Siu Ming, Director and Chairman of the Board

msm@primegagroup.com

+852 3997 3682

Investor Relationship

HBK Strategy Limited

Katy Chan, Director

ir@hbkstrategy.com

+852 2498 3681