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 June 2026
Commission File Number: 001-42004
NEWGENIVF GROUP LIMITED
36/39-36/40, 13th Floor, PS Tower
Sukhumvit 21 Road (Asoke)
Khlong Toei Nuea Sub-district
Watthana District, Bangkok 10110
Thailand
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
EXPLANATORY NOTE
On June 4, 2026, NewGenIvf Group Limited (the “Company”) announced that it had exercised its top-up option to acquire an additional 4% equity in PredicXion Group Limited (a.k.a. K25.ai) (“K25.ai”, and such acquisition, the “Acquisition”). A copy of the press release issued by the Company on June 4, 2026 is furnished as Exhibit 99.1 and the share purchase agreement with respect to the Acquisition (“SPA”) is filed as Exhibit 10.1. The descriptions below are qualified in their entirety by reference to the full text of those exhibits.
Share Purchase Agreement
Under the SPA, the Company will acquire a 4% equity interest in K25.ai for aggregate consideration of US$4,000,000, consisting of (i) US$2,000,000 payable in cash or in digital assets and (ii) 1,500,000 newly issued Class A ordinary shares of the Company. Upon signing of the Share Purchase Agreement, the company will pay a cash deposit of US$300,000, and shall pay the balance of $1,700,000 by August 30, 2026. The closing of the transactions contemplated by the Share Purchase Agreement is subject to the satisfaction of customary closing conditions.
Exemption from Registration
The Class A ordinary shares of the Company to be issued as part of the consideration under the Share Purchase Agreement, and any Class A ordinary shares of the Company to be issued upon any exercise of the Option, will be issued in reliance on the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), provided by Section 4(a)(2) of the Securities Act and/or Regulation S promulgated thereunder, as a transaction by an issuer not involving any public offering. The Class A ordinary shares so issued will be “restricted securities” within the meaning of Rule 144 under the Securities Act.
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EXHIBIT INDEX
| Exhibit | Description | |
| 10.1 | Share Purchase Agreement between NewGenIvf Group Limited and PredicXion Group Limited dated June 2, 2026 | |
| 99.1 | Press release |
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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: June 4, 2026
| NewGenIvf Group Limited | ||
| By: | /s/ Wing Fung Alfred Siu | |
| Name: | Wing Fung Alfred Siu | |
| Title: | Chairman of the Board and Director | |
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