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 ~~May~~January ~~2025~~2026

Commission File Number 001-41385

Visionary Holdings Inc.

(Translation of registrant's name into English)

445 Apple Creek Blvd, Unit 217

Markham, Ontario, Canada, L3R 9X7 905-305-1881

(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 ☒ x 40-F ☐

I.Important ~~Changes in Corporate Governance~~Notice

1.This ~~Changes~~6K Report is filed in accordance with the ~~Board~~requirements of ~~Directors~~ the Securities Exchange Act of 1934, as amended, for the purpose of disclosing material recent developments of the Company to the U.S. Securities and ~~Management~~ Exchange Commission (the “SEC”) and the Nasdaq Stock Market, so as to ensure that investors timely obtain accurate and complete information. The information contained herein is true, accurate and complete, and does not contain any false records, misleading statements or material omissions. All amounts (if applicable) are stated in U.S. dollars unless otherwise indicated.

~~1) The Board of Directors held the second meeting of the second session of the board via ZOOM meeting at 9:30 a~~I.m. onMaterial ~~April~~Meetings ~~30, 2025, Toronto time. The meeting unanimously approved the proposal to appoint Mr. Daniel Sobolewski~~ and ~~Mr.~~Related Rusheng Wu as directors of the company. Mr. Daniel has profound professional knowledge and rich practical experience in the field of securities legal affairs. Mr. Wu has an extremely extensive and rich experience in the field of education. Their addition is expected to inject new vitality into the board and promote the company's education business and overall strategic development.Resolutions

2(A) ~~After~~2025 ~~careful~~Annual ~~deliberation,~~General ~~the~~Meeting ~~Board~~ of Directors unanimously approved Ms. Fan Zhou's application to resign as the Chairperson of the Board. Subsequently, Mr. Daniel Sobolewski was elected as the new Chairman of the Board with an overwhelming majority of votes, leveraging his profound expertise and extensive practical experience accumulated in the field of securities legal affairs. At the same time, after careful consideration, the Board of Directors decided to elect Mr. Rusheng Wu, who has rich experience and unique insights in the education field, as the Managing Director of the Board. In addition, Mr. Jun Huang was successfully elected as an executive director due to his outstanding operational management capabilities.Shareholders

~~Mr.~~The ~~Daniel's~~Company ~~expertise~~held inits ~~securities~~2025 ~~legal~~Annual ~~affairs can~~General ~~provide~~Meeting aof ~~solid~~Shareholders ~~legal guarantee for~~ (the ~~company's~~"AGM") ~~capital~~on ~~market~~October ~~operations~~29, ~~and~~2025. ~~compliant~~The ~~operations.~~voting ~~Mr.~~shares ~~Wu's~~held ~~resources~~by ~~and~~shareholders ~~insights in~~attending the ~~education~~AGM ~~field~~accounted ~~will~~for ~~strongly~~97.79% ~~promote the development~~ of the ~~company's~~total ~~education~~number ~~business.~~of ~~Mr.~~voting ~~Huang's~~shares ~~operational~~of ~~management~~the ~~capabilities will~~Company, ~~also~~which ~~provide~~complies ~~strong~~with ~~support for~~ the ~~company's~~requirements ~~daily~~of ~~operations and~~ the ~~implementation~~Ontario ofBusiness ~~its~~Corporations ~~strategies.~~Act, ~~Their~~the ~~addition~~Company’s ~~will~~Articles ~~inject new~~of ~~impetus~~Incorporation ~~into~~and ~~the~~other ~~company's~~applicable ~~management~~laws and ~~governance~~regulations, ~~helping~~and the ~~company~~meeting ~~achieve~~was ~~high~~legally ~~- quality development in the market competition~~valid.

3)After ~~The~~consideration ~~Board~~and ofvoting ~~Directors~~at ~~accepted Mr. Leong Sui's Resignation as~~ the ~~CFO. The current COO~~AGM, ~~Mr. Jun Huang, was appointed to concurrently serve as~~ the ~~CFO.~~following ~~Mr.~~two ~~Yuhai Zhou~~key ~~was~~proposals ~~appointed~~were asadopted ~~the Financial Controller. These Management adjustments are based on the company's development needs, and the relevant personnel have the corresponding professional capabilities~~ with ~~rich~~an ~~experience.~~overwhelming majority:

4)1. ~~The~~Election of Directors for the Fourth Board of Directors: ~~removed~~The ~~Mr.~~fourth ~~Charles Y.~~Board Fuof ~~from~~Directors ~~his~~(the ~~position~~“Board”) asof ~~Senior~~the ~~Vice~~Company ~~President~~was ~~through~~elected ~~Majority~~to ~~Shareholders~~serve ~~Vote.~~until Atthe conclusion of the ~~same~~2026 ~~time,~~Annual MrGeneral Meeting of Shareholders. ~~Rusheng~~The Wufourth ~~was appointed~~Board asconsists ~~Senior~~of ~~Vice~~nine ~~President~~members, ~~and~~namely: Mr. ~~Junfeng~~William LiT. ~~and~~Chai, MsMr. ~~Yan~~Donald XuM. ~~were~~Kealey, ~~appointed~~Mr. asRusheng ~~Vice~~Wu, ~~Presidents~~Mr. ~~These~~Jun ~~personnel adjustments~~Huang, ~~aim~~Mr. toWeixing ~~optimize~~Wang, ~~the~~Mr. ~~company's~~Hezhi ~~management~~Sun, ~~structure~~Ms. Jiena Zhang, Mr. Robert Jay Lees, and ~~improve~~Mr. ~~operational~~Yi ~~efficiency~~Wang.

~~5) Ms~~2. ~~Yan~~Reappointment Xuof ~~was~~Auditor: ~~appointed~~The Company has unanimously approved the reappointment of Assentsure PAC as the ~~Secretary~~ auditor of the ~~Board~~Company for the 2025-2026 fiscal year, which shall be responsible for auditing the Company’s financial statements and ~~Ms.~~conducting ~~Min~~related Yespecial ~~was~~audit ~~appointed~~services asfor ~~the~~such ~~Administrative~~fiscal ~~Secretary~~year. The term of office of the ~~Board.~~said ~~Ms.~~auditor Xushall ~~will~~expire beupon ~~responsible~~the ~~for~~conclusion of the ~~company's Information~~2026 ~~Disclosure,~~Annual ~~Investor~~General ~~Relations~~Meeting ~~Management,~~of ~~etc.~~Shareholders, and ~~Ms.~~the Yeaudit ~~will~~fees shall be ~~responsible~~determined ~~for~~through ~~the~~negotiation ~~daily~~between ~~administrative~~the ~~affairs~~two ofparties. Meanwhile, the ~~Board~~ toCompany ~~ensure~~shall submit its draft financial report for the ~~efficient~~fiscal ~~operation~~year of2025 to the ~~Board~~general meeting of ~~Directors~~shareholders for thorough discussion.

(B) First Meeting of the Fourth Board of Directors

The Company held the first meeting of the fourth Board of Directors (the “Board Meeting”) on November 3, 2025. All newly elected directors attended the meeting, which met the convening conditions specified in the Company’s Articles of Incorporation. After consideration and voting by the attending directors, the following resolutions were adopted:

1. Election of Key Board Positions:

- Mr. William T. Chai was elected as the Chairman of the fourth Board of Directors;

- Mr. Donald M. Kealey was elected as the Vice Chairman of the fourth Board of Directors;

- Mr. Rusheng Wu was elected as the Managing Director of the fourth Board of Directors;

- Mr. Jun Huang was elected as the Executive Director of the fourth Board of Directors.

The terms of the above positions shall take effect from the conclusion of this Board Meeting and end at the conclusion of the 2026 Annual General Meeting of Shareholders.

2. Appointment of Secretary to the Board: The Company unanimously approved the election of Ms. Yongqiu Wang as the Secretary to the fourth Board of Directors, responsible for the daily affairs of the Board and information disclosure, etc. Her qualifications meet the requirements of the Company’s Articles of Incorporation and relevant regulatory requirements. The resolution shall take effect immediately upon the conclusion of the meeting and shall remain in effect until the conclusion of the 2026 Annual General Meeting of Shareholders.

23. Establishment of Committees of the Board and Determination of Members: To standardize the Company’s governance structure and improve decision-making efficiency, the Board established the Audit Committee, ~~Adjustments~~the Nominating Committee, the Compensation Committee, and the Investment Committee. The members and chairpersons of each committee are as follows, with terms ending at the conclusion of the 2026 Annual General Meeting of Shareholders:

1)- ~~The~~Audit ~~Board approved the proposals to adjust the members of the Investment~~ Committee.: Chairman Mr. ~~Jun~~William ~~Huang was appointed as the Chairman of the Investment Committee (with Ms~~T. ~~Fan~~ ~~Zhou~~Chai; ~~and~~members Mr. Rusheng Wu asand ~~members)~~Ms. ~~The~~Jiena professional capabilities and experience of the committee members will contribute to the effective performance of their respective duties, meeting the compliance governance requirements of NASDAQ - listed companies.Zhang;

2)- ~~The~~Nominating ~~Board approved the establishment of a Professional~~ Committee: ~~for~~Chairman ~~Science~~Mr. ~~and~~Rusheng ~~Technology~~Wu; ~~Development~~members ~~and a Professional Committee for Cultural Development at the management level.~~ Mr. ~~Xiyong~~William ~~Hou~~T. ~~was~~Chai ~~appointed as the chairman of the Professional Committee for Science~~ and ~~Technology Development, and~~ Ms. ~~Katy~~Jiena Liu was appointed as the Chairperson of the Professional Committee for Cultural Development. Both professional committees will be led by the Investment Committee to promote the company's Science, Technology, and Cultural Business Development and achieve optimal resource allocation.Zhang;

II- Compensation Committee: Chairman Mr. ~~Arrangements~~Weixing ~~for~~Wang; ~~the~~members ~~Special~~Mr. ~~General~~William ~~Meeting of~~T. ~~Shareholders~~Chai and Mr. Yi Wang;

~~The~~- ~~Board~~Investment ofCommittee: ~~Directors,~~Chairman ~~through~~Mr. ~~careful~~Hezhi ~~deliberation and~~Sun; ~~discussion~~members atMr. ~~the~~William ~~second meeting of the second session of the board held on April 30, 2025, unanimously voted to call a special general meeting of shareholders in June 2025~~T. ~~Since~~Chai ~~the successful rectification of the corporate governance system at the extraordinary general meeting of shareholders on April 4, 2025,~~ and the establishment of the new governance structure at the first meeting of the board of directors on the same day, the company has been actively engaged in a series of restoration and reconstruction effortsMr. ~~During~~Rusheng ~~this process, some deep - seated problems in the corporate governance structure and strategic development have been identified, which urgently need to be resolved through institutional optimization~~Wu.

~~This~~4.Appointment ~~special general meeting~~ of ~~shareholders~~Senior ~~will focus~~Management onTeam: ~~fundamentally improving the corporate governance system and prospectively planning the strategic direction of the company.~~ A ~~series~~ ofnew ~~key~~senior ~~issues~~management ~~will~~team bewas ~~thoroughly~~formed ~~deliberated.~~and ~~This~~ is ~~not~~responsible ~~only an urgent need to address current problems but also an important measure to lay a solid institutional foundation~~ for the ~~company's~~daily ~~high~~operation -and ~~quality~~management ~~development~~of in the ~~next~~Company, ~~three~~with ~~years~~a ~~and~~term ~~even~~ending ~~longer. All~~at ~~directors~~the ~~believe~~conclusion ~~that this special general meeting is~~ of ~~great significance for~~ the ~~long~~2026 -Annual ~~term~~General ~~development~~Meeting of ~~the company.~~Shareholders:

~~III.~~- ~~Confirmation~~Chief ofExecutive ~~Company's~~Officer ~~Basic~~(CEO): ~~Information~~Mr. Xiyong Hou;

The company confirms that its official website domain name is "www.visionary.holdings" and the official email suffix is "@visionary.holdings". Meanwhile, the company's office address is confirmed as "445 Apple Creek Blvd, Unit 217, Markham, Ontario, Canada, L3R 9X7", and the contact phone number is "905 - ~~305~~ Co-Chief ~~1881".~~Executive ~~These~~Officer ~~pieces~~(Co-CEO): ~~of information serve as important foundations for the company's external communication and business operations~~Mr. ~~They~~Jun will be used in various aspects such as the company's daily operations, investor communication, and business cooperation to ensure the accuracy and standardization of the company's information transmission. They also contribute to enhancing the company's brand image and market recognition.Huang;

- Chief Operating Officer (COO): Mr. Robert Jay Lees;

- Chief Financial Officer (CFO): Ms. Katy Liu.

II. Strategic Transformation and Business Expansion

(A) Development Strategy Positioning

The Company has successfully completed its strategic transformation and established the core development direction of "taking the high-end anti-aging medical aesthetics business as the core and the education business as a supplement", while simultaneously integrating the AI+ innovation strategic layout. Going forward, the Company will focus on the technological R&D, business layout and global market expansion in the high-end anti-aging medical aesthetics track, deeply explore cutting-edge technological fields such as AI+ medical aesthetics and AI+ education, drive the quality and efficiency improvement of core businesses through technological innovation, and steadily advance the synergistic development of the education business and core businesses. Meanwhile, the Company plans to establish a professional financial service platform in Hong Kong, China, which will provide strong support for the overall strategic transformation, global business expansion and the implementation of technological R&D through capital empowerment and resource integration, so as to solidify the foundation for the Company's development in an all-round way.

(B) Material Cooperation Matters

To implement the strategic transformation goals and expand the global anti-aging high-end medical aesthetics market, the Company entered into two important cooperation arrangements in September 2025, as follows:

1. The Company signed a cooperation agreement with Jiangsu Yike Regenerative Medicine Technology Co., Ltd. The two parties will leverage their respective resources and technological advantages to jointly carry out R&D, marketing and service operations of anti-aging high-end medical aesthetics-related products worldwide, and jointly explore the global high-end medical aesthetics market.

2. The Company reached a cooperation consensus with Anhui Weikang Kangling Medical Technology Co., Ltd. The two parties will jointly invest in and build an “Anti-Aging High-End Medical Aesthetics and Health Center” within the Company-owned property in Toronto, Canada, to carry out anti-aging medical aesthetics services, health management and other related businesses. The above cooperation is expected to bring sustained and stable profit growth to the Company and is of great significance to the Company’s long-term development.

III. Disclaimer

The information disclosed in this 6K Report is based on the information currently available to the Company and reasonable judgments. The forward-looking statements contained herein regarding future business development, profit expectations, etc., are subject to various factors such as industry policies, market environment and progress of cooperation, and are subject to uncertainty. Investors should carefully evaluate the relevant risks and should not rely on the forward-looking statements in this Report when making investment decisions. The Company will, in accordance with the progress of subsequent events, timely fulfill its information disclosure obligations in accordance with the relevant regulations of the SEC and Nasdaq.

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, thereto duly authorized.

VISIONARY HOLDINGS INC. By: /s/ Fan Zhou Name: Fan Zhou Title: Chief Executive Officer

		VISIONARY HOLDINGS INC.

	By:	/s/ Xiyong Hou
	Name:	Xiyong Hou
	Title:	Chief Executive Officer
Date: January 28, 2026

Date: May 7, 2025

Filing Compare · Visionary Holdings Inc.