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, ~~April~~May 2025

Commission File Number 001-41665

ARB IOT GROUP LIMITED

(Translation of registrant’s name into English)

Level 39, Marina Bay Financial Centre Tower 2,

10 Marina Boulevard, 018983 Singapore

(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 ☐

~~EXPLANATORY~~On ~~NOTE~~ May 14, 2025, an Extraordinary General Meeting of Members (the “Meeting”) of ARB IOT Group Limited (the “Company”) was held at 9:00 a.m. Malaysia time (May 13, 2025, at 9:00 p.m. Eastern Time) at No. 17-03, Q Sentral 2A, Jalan Stesen Sentral 2, Kuala Lumpur Sentral, 50470 Kuala Lumpur, Wilayah Persekutuan, Malaysia, pursuant to notice duly given.

~~ARB~~Shareholders ~~IOT~~of ~~Group~~the ~~Limited~~Company’s ordinary shares, par value $0.0001 per share (the “~~Company~~Ordinary Shares”), isas ~~furnishing~~of ~~this~~the ~~Form~~close ~~6-K~~of business on April 11, 2025 (the “Record Date”), were entitled to ~~provide~~receive notice of and vote at the ~~unaudited~~Meeting ~~condensed~~or ~~consolidated~~any ~~financial~~adjournment ~~statements~~or ~~for~~postponement thereof. As of the ~~six~~Record ~~months~~Date, ~~ended~~there ~~December~~were 3126,437,500 ~~2024~~Ordinary ~~and~~Shares ~~2023~~issued and ~~incorporate~~outstanding. ~~such~~A ~~financial~~total ~~statements~~of ~~into~~15,716,134 ~~the~~Ordinary ~~Company’s~~Shares ~~registration~~(59.45%), ~~statement~~constituting ~~referenced~~a quorum, ~~below~~were present in person or by valid proxies at the Meeting.

~~This Form~~The ~~6-K,~~shareholders ~~including~~voted ~~the~~on ~~Exhibit~~one ~~99.1,~~proposal isat ~~hereby~~the Meeting. ~~incorporated~~The byproposal ~~reference~~was ~~into~~described ~~the~~in ~~registration~~detail ~~statement~~in of the Company’s onnotice ~~Form F-3 (File No. 333-285785)~~ and ~~shall~~proxy bestatement ~~a part~~dated ~~thereof~~April ~~from~~17, ~~the date on which this report is furnished~~2025, to the ~~extent~~relevant ~~not~~portions of ~~superseded~~which byare ~~documents~~incorporated orherein ~~reports subsequently filed or furnished~~ by ~~the~~reference. ~~Company~~At ~~under~~ the ~~Securities Act of 1933~~Meeting, asthe ~~amended,~~shareholders oradopted the ~~Securities~~following ~~Exchange Act of 1934, as amended.~~resolution:

(a)

a share consolidation of the Company’s issued and unissued Ordinary Shares be approved at a ratio of not less than one (1)-for-two (2) and not more than one (1)-for-twenty (20) (the “Range”), with the exact ratio to be set at a whole number within this Range to be determined by the Board of the Directors of the Company (the “Board”) in its sole discretion within 365 calendar days after the date of passing of these resolutions (the “Share Consolidation”); and

(b)

and in respect of any and all fractional entitlements to the issued consolidated shares resulting from the Share Consolidation, if so determined by the Board in its sole discretion, the directors be and are hereby authorized to settle as they consider expedient any difficulty which arises in relation to the Share Consolidation, including but without prejudice to the generality of the foregoing capitalizing all or any part of any amount for the time being standing to the credit of any reserve or fund of the Company (including its share premium account and profit and loss account) whether or not the same is available for distribution and applying such sum in paying up unissued Ordinary Shares to be issued to shareholders of the Company to round up any fractions of Ordinary Shares issued to or registered in the name of such shareholders of the Company following or as a result of the Share Consolidation.

The votes regarding this proposal were as follows:

Votes For				Votes Against				Abstentions
	15,675,102				39,467				1,565

This Form 6-K is hereby incorporated by reference into the registration statement of the Company on Form F-3 (File No. 333-285785) and shall be a part thereof from the date on which this report is furnished, to the extent not superseded by documents or reports subsequently filed or furnished by the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

FORWARD-LOOKING INFORMATION

This Report on Form 6-K contains forward-looking statements and information relating to us that are based on the current beliefs, expectations, assumptions, estimates and projections of our management regarding our company and industry. When used in this report, the words “may”, “will”, “anticipate”, “believe”, “estimate”, “expect”, “intend”, “plan” and similar expressions, as they relate to us or our management, are intended to identify forward-looking statements. These statements reflect management’s current view of us concerning future events and are subject to certain risks, uncertainties and assumptions, including among many others: our goals and strategies, our future business development, financial condition and results of operations, expected changes in our revenue, costs or expenditure, our expectations regarding demand for and market acceptance of our products and services, competition in our industry, government policies and regulations relating to our industry, and other risks and uncertainties which are generally set forth under the heading, Item 3.D. “Risk Factors” and elsewhere in our Annual Report on Form 20-F filed on October 30, 2024 (the “Annual Report”). Should any of these risks or uncertainties materialise, or should the underlying assumptions about our business and the markets in which we operate prove incorrect, actual results may vary materially from those described as anticipated, estimated or expected in this report.

All forward-looking statements included herein attributable to us or other parties or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Except to the extent required by applicable laws and regulations, we undertake no obligations to update these forward-looking statements to reflect events or circumstances after the date of this report or to reflect the occurrence of unanticipated events.

EXHIBIT INDEX

Exhibit No.		Description
Exhibit 99.1		Unaudited Condensed Consolidated Financial Statements of ARB IOT Group Limited for the Six Months Ended December 31, 2024 and 2023
Exhibit 99.2		Operating and Financial Review and Prospects in Connection with the Interim Unaudited Condensed Consolidated Financial Statements for the Six Months Ended December 31, 2024 and 2023
101.INS		Inline XBRL Instance Document.
101.SCH		Inline XBRL Taxonomy Extension Schema Document.
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

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: April 29, 2025	ARB IOT GROUP LIMITED
Date: May 14, 2025	ARB IOT GROUP LIMITED
	By:	/s/ Dato’ Sri Liew Kok Leong
		Dato’ Sri Liew Kok Leong
		Chief Executive Officer

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