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 May 2026
Commission File Number: 001-38712
J and Friends Holdings Limited
Room 02/a, 7/F, A T Tower, 180 Electric Road
North Point, Hong Kong
(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 Form 40-F ¨
EXPLANATORY NOTE
On April 27, 2026, J and Friends Holdings Limited filed the registration statement on Form F-3 (No. 333-295334) (the “Form F-3”) with the Securities and Exchange Commission. A form of indenture included as Exhibit 4.5 hereto is hereby incorporated by reference into, and forms a part of, the Form F-3.
EXHIBIT INDEX
| Exhibit No. | Description |
| 4.5 | Form of Indenture |
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.
| J and Friends Holdings Limited | |||
| By: | /s/ Xin Yang | ||
| Name: | Xin Yang | ||
| Title: | Chief Financial Officer | ||
Date: May 7, 2026