UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
March 9, 2026
Date of Report (date of earliest event reported)
Kioni Holdings Limited
(Exact name of Registrant as specified in its charter)
| Delaware | 333-277004 | 30-1441048 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
114 Lavender Street, #08-72 CT Hub 2
Singapore 338729
(Address of principal executive offices) (Zip code)
(617) 313-3243
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
16192 Coastal Highway, Lewes, 19958 Delaware X1, 19958
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| N/A | N/A | N/A |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
Item 8.01 Other Events
On March 9, 2026, the Company notified the public of its decision to formally relocate its principal executive office to 114 Lavender Street, #08-72 CT Hub 2, Singapore 338729.
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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: March 9, 2026 | Kioni Holdings Limited | ||
| By: | /s/ Elvis Diao | ||
| Name: | Elvis Diao | ||
| Title: |
President and Chief Executive Officer and Chief Financial Officer | ||
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