UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

Report of Foreign Issuer

Pursuant to Rule 13a-16 or 15d-16 of

~~the~~The Securities Exchange Act of 1934

For ~~the~~April ~~month of September~~22, ~~2024~~2025

Commission File Number: 001-42281

~~Premium~~PREMIUM ~~Catering~~CATERING (~~Holdings~~HOLDINGS) ~~Limited~~ LIMITED

(~~Translation~~Exact name of ~~registrant’s~~Registrant ~~name~~as ~~into~~specified ~~English~~in its charter)

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

(Jurisdiction of incorporation or organization)

6 Woodlands Walk

Singapore 738398

(Address of principal executive offices)

YU CHUN YIN, EXECUTIVE DIRECTOR

Tel: +65 6355 9488

Email: david.yu@premium-catering.com.sg

6 Woodlands Walk

Singapore 738398

(Name, Telephone, email and/or fax number and address of Company Contact Person)

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 ☐

~~Entry~~EXTRAORDINARY ~~into~~GENERAL aMEETING ~~Material~~OF ~~Definitive~~MEMBERS ~~Agreement.~~

~~Entry~~Premium ~~into~~Catering ~~Underwriting~~(Holdings) ~~Agreement~~Limited, ~~and~~a ~~Closing~~Cayman Islands exempt company (the “Company”), held an Extraordinary General Meeting of ~~Offering~~Members (“EGM”) at 11:00 a.m., local time, on April 22, 2025, at Units 2303-2505, 25th Floor, C.C. Wu Building, 302-308 Hennessy Road, Wan Chai, Hong Kong, for the following purposes:

~~On September 24, 2024, Premium Catering~~ (~~Holdings~~1) ~~Limited~~Approving (the ~~“Company”),~~re-designation ~~entered~~and ~~into~~re-classification anof ~~underwriting~~shares ~~agreement~~of (the ~~“Underwriting Agreement”)~~Company ~~with Bancroft Capital, LLC, as representative~~ (the “~~Representative”)~~Re-Designation ofand ~~the underwriters named therein (the “Underwriters~~Re-Classification”), ~~pursuant~~such tothat ~~which~~ the ~~Company~~currently ~~and~~issued ~~certain~~29,200,000 ~~shareholders~~ordinary ~~agreed~~shares toof ~~sell~~par tovalue ~~the~~of ~~Underwriters,~~US$0.0000005 each in athe ~~firm commitment~~Company ~~initial~~were ~~public~~designated ~~offering~~and ~~(the~~re-classified ~~“Offering”),~~into ~~an aggregate of 2~~10,~~000~~547,~~000~~250 ofClass ~~the~~B ~~Company’s~~ ordinary shares, of par value US$0.0000005 ~~per~~each ~~share~~with ~~(the~~10 ~~“Ordinary~~votes ~~Shares”), at an initial public offering price of $4.75~~ per share. Of (the ~~Ordinary Shares~~“Class ~~sold~~B ~~in the Offering, the Company sold 1,650,000~~ Ordinary Shares”) and ~~the selling shareholders sold 350~~18,~~000~~652,750 ~~Ordinary~~Class ~~Shares.~~A ~~The Ordinary~~ordinary ~~Shares~~shares ~~were~~of ~~offered~~par ~~pursuant~~value ~~to a registration statement on Form F-1, as amended (File No~~US$0.0000005 ~~333-279272),~~each ~~originally filed~~ with ~~the~~ ~~U.S.~~1 ~~Securities~~vote ~~and~~per ~~Exchange~~share ~~Commission~~ (the “~~Commission~~Class A Ordinary Shares”) on ~~May~~a 5,one ~~2024,~~for ~~which~~one ~~was~~basis ~~declared~~as ~~effective by the Commission on September 23, 2024.~~follows:

The Underwriting Agreement contains customary representations and warranties that the parties thereto made to, and solely for the benefit of, the other party in the context of all of the terms and conditions of that Underwriting Agreement and in the context of the specific relationship between the parties. The provisions of the Underwriting Agreement and schedules and exhibits thereto, including the representations and warranties contained therein respectively, are not for the benefit of any party other than the parties to such documents and agreements and are not intended as documents for investors and the public to obtain factual information about the current state of affairs of the parties to those documents and agreements. Rather, investors and the public should look to other disclosures contained in the Company’s filings with the Commission.

Name of Shareholder	Number of existing shares held		Number and class of shares to be held after the re-designation and re-classification of shares of the Company
Hero Global Enterprises Limited		10,547,250	10,547,250 Class B Ordinary Shares
All other shareholders		18,652,750	18,652,750 Class A Ordinary Shares
Total		29,200,000

On September 26, 2024, the Company closed the Offering. The total net proceeds to the Company from the Offering, after deducting discounts, expenses allowance and expenses, were approximately $6,994,288. The Company did not receive any proceeds from the sale of the Ordinary Shares sold by the selling shareholders. A final prospectus relating to this Offering was filed with the Commission on September 26, 2024. The Ordinary Shares were previously approved for listing on The Nasdaq Capital Market and commenced trading under the ticker symbol “PC” on September 25, 2024.

(2)	Approving the adoption of the Second Amended Memorandum of Association and Amended and Restated Articles of Association of the Company as set forth in Annex A to the Proxy Statement (the “Second Amended and Restated Memorandum and Articles of Association”) in substitution for the Amended and Restated Memorandum and Articles of Association of the Company that were in effect, to reflect the dual-class share structure and set out the rights and privileges of Class A Ordinary Shares and Class B Ordinary Shares; and

(3)	Considering and acting upon such other business as may properly come before the Meeting or any adjournments thereof.

~~All~~Only ~~the~~Members ~~Company’s~~of ~~existing~~record ~~shareholders~~at ~~who held Ordinary Shares prior to~~ the ~~initial~~close ~~public~~of ~~offering~~business ~~have~~on ~~agreed,~~March ~~subject to certain exceptions~~28, ~~not to offer~~2025, ~~issue,~~were ~~sell,~~entitled ~~contract~~ to ~~sell,~~notice ~~encumber, grant any option for the sale~~ of orand ~~otherwise~~to ~~dispose~~vote ofat ~~any Ordinary Shares or other securities convertible into or exercisable or exchangeable for Ordinary Shares for a period from 6 months without~~ the ~~prior~~ ~~written consent of the Representative~~Meeting.

~~The~~RESULTS ~~foregoing~~OF ~~summary~~THE ofEXTRAORDINARY ~~the~~GENERAL ~~terms~~MEETING ofOF the Underwriting Agreement is subject to, and qualified in its entirety by reference to a copy of the Underwriting Agreement that is filed as Exhibit 1.1 to this Report on Form 6-K and is incorporated herein by reference.MEMBERS

~~Other~~On ~~Events~~April 22, 2025, the Company’s Extraordinary General Meeting of Members was held at 11:00 a.m., local time, at Units 2303-2505, 25th Floor, C.C. Wu Building, 302-308 Hennessy Road, Wan Chai, Hong Kong. The results of the Extraordinary Meeting were as follows:

~~Issuance~~ (1) The proposal was approved for the re-designation and re-classification of ~~Press~~shares ~~Release~~of the Company (the “Re-Designation and Re-Classification”) such that the currently issued 29,200,000 ordinary shares of par value of US$0.0000005 each in the Company be and were re-designated and re-classified into 10,547,250 Class B ordinary shares of par value US$0.0000005 each with 10 votes per share (the “Class B Ordinary Shares”) and 18,652,750 Class A ordinary shares of par value US$0.0000005 each with 1 vote per share (the “Class A Ordinary Shares”) on a one for one basis as follows:

On September 25, 2024, the Company issued a press release announcing the pricing of the Offering and a press release on September 26, 2024 announcing the closing of the Offering, respectively. Copies of each press release are attached hereto as Exhibit 99.1 and Exhibit 99.2 and are incorporated by reference herein.

Name of Shareholder	Number of Ordinary shares held Before the Meeting		Number and class of shares held after the re-designation and re-classification of shares of the Company
Hero Global Enterprises Limited		10,547,250	10,547,250 Class B Ordinary Shares
All other shareholders		18,652,750	18,652,750 Class A Ordinary Shares
Total		29,200,000

(2) The ~~press~~ ~~releases~~proposal ~~shall~~was ~~not~~approved befor ~~deemed~~the adoption of the Second Amended Memorandum of Association and Amended and Restated Articles of Association of the Company as set forth in Annex A to bethe Proxy Statement notice (the “~~filed~~Second Amended and Restated Memorandum and Articles of Association”) in substitution for the ~~purposes~~Amended ofand ~~Section~~Restated 18Memorandum and Articles of Association of the ~~Securities~~Company ~~Exchange~~as ~~Act~~were ofin ~~1934~~effect ~~or otherwise~~prior ~~subject~~to the EGM, to reflect the ~~liabilities~~dual-class share structure and set out the rights and privileges of ~~that~~Class ~~section~~A Ordinary Shares and Class B Ordinary Shares.

This report does not constitute an offer to sell, or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.

Forward-Looking Statements

Matters discussed in this report may constitute forward-looking statements. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements, other than statements of historical facts. The words “believe,” “anticipate,” “intends,” “estimate,” “potential,” “may,” “should,” “expect” “pending” and similar expressions identify forward-looking statements. The forward-looking statements in this report are based upon various assumptions. Although we believe that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond our control, we cannot assure you that we will achieve or accomplish these expectations.

Exhibits

	1.1	Underwriting Agreement dated September 24, 2024 between the Company, the Selling Shareholders and Bancroft Capital, LLC
99.1		Notice and Proxy Statement for the Extraordinary General Meeting
	99.1	Press Release on Pricing dated September 25, 2024
99.2		Amended and Restated Memorandum and Articles of Association
	99.2	Press Release on Closing dated September 26, 2024

SIGNATURE

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: September 26, 2024	Premium Catering (Holdings) Limited
	PREMIUM CATERING (HOLDINGS) LIMITED (Registrant)
	By:	/s/ Gao Lianquan
Date: April 28, 2025	By:	/s/ Yu Chun Yin
	Name:	Mr. Gao Lianquan
		Yu Chun Yin, Executive Director
	Title:	Executive Director and Chief Executive Officer

Filing Compare · Premium Catering (Holdings) Ltd