UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K/A
(Amendment No. 1)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2025
0-56592
Commission File Number
KB Global Holdings Limited
(Exact name of Registrant as specified in its charter)
| Cayman Islands | Not applicable | |||
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
No 3 Building of No 1 Jiali Construction Plaza FL 13,
No.4th Central Road, Futian, Shenzhen
Guangdong Province, 518000, People’s Republic of China
Tel: (86) 0755-832-0145
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
Securities registered pursuant to Section 12(b) of the Exchange Act:
None
Securities registered pursuant to Section 12(g) of the Exchange Act:
Ordinary Shares
Indicate by check mark if the Company is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the Company is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Company was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the Company has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Company was required to submit and post such files). Yes ☒ No ☐
Indicate by check mark whether the Company is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |
| Non-accelerated Filer | ☐ | Smaller reporting company | ☒ | |
| Emerging growth company | ☒ | |||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the Company is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
The aggregate market value of voting stock held by non-affiliates of the Company as of the last business day of the Company’s most recently complete second fiscal quarter cannot be calculated as there is no trading market for the Company’s ordinary shares.
As of June 3, 2026, shares of the issuer’s common stock were issued and outstanding.
Documents Incorporated By Reference: None
EXPLANATORY NOTE
KB Global Holdings Limited (the “Company”) is filing this Amendment No. 1 on Form 10-K/A (this “Amendment”) to amend the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, solely to correct and clarify the disclosure contained in Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
Except as described above, this Amendment does not amend, modify or update any other information contained in the original Form 10-K. This Amendment does not reflect events occurring after the filing date of the original Form 10-K or modify or update disclosures affected by subsequent events.
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table sets forth certain information with respect to the beneficial ownership of our ordinary shares as of the date of this report for each shareholder known by us to be the beneficial owner of more than 5% of our outstanding ordinary shares and each of our directors and executive officers.
We have determined beneficial ownership in accordance with the rules of the SEC, which generally define beneficial ownership to include shares over which a person exercises sole or shared voting or investment power. Such determination is not necessarily indicative of beneficial ownership for any other purpose. Except as indicated by the footnotes below, we believe, based on the information furnished to us, that the persons and entities named below have the voting and/or investment power described in the applicable footnotes with respect to the shares shown.
Applicable percentage ownership is based on 130,097,000 ordinary shares outstanding as of the date of this filing.
| Name of Beneficial Owner | Ordinary Shares |
% | ||||||
| Directors and executive officers: | ||||||||
| Li Guo(2) | 71,000,000 | 54.6 | % | |||||
| 5% shareholders: | ||||||||
| Fine Orchid Limited(2) | 69,900,000 | 53.73 | % | |||||
| Yaguang Yu(3)(4) | 91,697,230.05 | 70.48 | % | |||||
| (1) | For each person and entity included in the table, the percentage is calculated by dividing the number of ordinary shares beneficially owned by such person or entity by 130,097,000 shares, the total number of ordinary shares outstanding on the date of this report. |
| (2) | Includes 69,900,000 shares owned of record by Fine Orchid Limited. All issued shares of Fine Orchid Limited are held by Maples Trustee Services (Cayman) Limited as trustee of The Grail Trust. Li Guo is the Settlor and Protector of The Grail Trust. Under Section 6.3 of the Trust Deed, the Protector has authority to direct the Trustee’s exercise of Shareholder Powers, including voting and other powers attributable to shares held through Fine Orchid Limited. Accordingly, Li Guo may be deemed to beneficially own the 69,900,000 shares held of record by Fine Orchid Limited. |
| (3) | Yaguang Yu is Li Guo’s mother and is the Investment Advisor of The Grail Trust. She directly holds 21,797,230.05 KB Global ordinary shares of record. |
| (4) | The Trust Deed gives the Investment Advisor authority to direct the Trustee with respect to Investment Powers. Fine Orchid Limited holds 69,900,000 KB Global ordinary shares of record. Accordingly, Yaguang Yu may be deemed to beneficially own those 69,900,000 shares to the extent her Investment Advisor authority constitutes investment or disposition power with respect to those shares. Aggregating those 69,900,000 shares with the 21,797,230.05 shares held directly by Yaguang Yu results in beneficial ownership of 91,697,230.05 shares, or approximately 70.48% of the 130,097,000 shares outstanding. |
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Part IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) The following documents are filed as part of this report:
Financial Statements
The following financial statements of KB Global Holdings Limited and Report of Independent Registered Public Accounting Firm are presented in the “F” pages of this report:
(b) Exhibits
See the Exhibit Index following the signature page of this report, which Index is incorporated herein by reference.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| KB Global Holdings Limited | |||
| Date: August 28, 2026 | By: | /s/ Li Guo | |
| Name: | Li Guo | ||
| Title: | Chief Executive Officer, Director | ||
| (principal executive officer) | |||
| Date: August 28, 2026 | By: | /s/ Ziyong Hu | |
| Name: | Ziyong Hu | ||
| Title: | Chief Financial Officer | ||
| (principal financial officer and principal accounting officer) | |||
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KB Global Holdings Limited
Exhibit Index to Amendment No. 1 to Annual Report on Form 10-K/A
For the Fiscal Year Ended December 31, 2025
| Exhibit No. | Description | |
| 31.1* | Certification of Chief Executive Officer pursuant to Rule 13a-14 and Rule 15d-14(a) of the Exchange Act. | |
| 31.2* | Certification of Chief Financial Officer pursuant to Rule 13a-14 and Rule 15d-14(a) of the Exchange Act. | |
| 32.1* | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
| 32.2* | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
| 101* | Interactive data files pursuant to Rule 405 of Regulation S-T | |
| 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 (Embedded as Inline XBRL document and contained in Exhibit 101).* |
| * | Exhibits filed herewith. |
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