424B3 1 ea023435602-424b3_creative.htm PROSPECTUS SUPPLEMENT

Filed Pursuant to Rule 424(b)(3)

Registration No. 333-273329

PROSPECTUS SUPPLEMENT NO.1

(to Prospectus dated March 14, 2025)

Creative Global Technology Holdings Limited

3,000,000 Class A Ordinary Shares

This Prospectus Supplement No.1 supplements our Prospectus dated March 14, 2025 (the “Prospectus”) that forms a part of our Registration Statement on Form F-1 (File No. 333-273329). This Prospectus Supplement No.1 is being filed to update and supplement certain information contained in the Prospectus with the information contained in our Current Reports on Form 6-K filed with the U.S. Securities and Exchange Commission on February 20, 2025, February 25, 2025, and March 10, 2025 (the “Current Reports”). Accordingly, we have attached the Current Report (including exhibits) to this Prospectus Supplement.

The Prospectus and this Prospectus Supplement No.1 relate to the resale of up to 3,000,000 CGT Holdings’ Class A Ordinary Share, no par value, (the “Ordinary Shares”), held by CHSZ Holdings Limited, the selling shareholder. We will not receive any proceeds from the sale of CGT Holdings’ Class A Ordinary Shares by the selling shareholder.

This Prospectus Supplement No. 1 should be read in conjunction with the Prospectus, which is required to be delivered with this Prospectus Supplement. If there is any inconsistency between the information in the Prospectus and this Prospectus Supplement, you should rely on the information in this Prospectus Supplement.

CGT Holdings’ Class A Ordinary Shares are traded on the Nasdaq Capital Market (“Nasdaq”) under the symbol “CGTL”. On March 13, 2025, the closing price of our Class A Ordinary Shares was $3.50 per share as reported on Nasdaq.

These securities involve a high degree of risk. You should carefully consider the risks identified under the caption “Risk Factors” beginning on Page 17 of the Prospectus and under similar headings in any amendments or supplements to the Prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of any of these securities or passed upon the adequacy or accuracy of the Prospectus or this Prospectus Supplement. Any representation to the contrary is a criminal offense.

The date of this Prospectus Supplement is March 14, 2025.

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 OF THE

SECURITIES EXCHANGE ACT OF 1934

For the month of March 2025

Commission File Number: 001-42412

Creative Global Technology Holdings Limited

Unit 03, 22/F, Westin Centre,

26 Hung To Road, Kwun Tong,

Kowloon, Hong Kong
People’s Republic of China

(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 ☒ Form 40-F ☐

Explanatory Note

This Form 6-K is hereby incorporated by reference into the registration statements of the Company on Form S-8 (Registration Number 333-284400) to the extent not superseded by documents or reports subsequently filed or furnished by the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

As previously disclosed, on March 10, 2025, Creative Global Technology Holdings Limited (the “Company”) held its special general shareholder meeting (the “Meeting”). At the Meeting, among other resolutions approved, the shareholders of the Company adopted the following resolutions:

(1)

(i) reclassify the Company’s shares into two share classes being the Class A Ordinary Shares, and the Class B Ordinary Shares. Both the Class A Ordinary Shares and the Class B Ordinary Shares will have the same rights as the existing ordinary shares except that the Class B Ordinary Shares will have weighted voting rights. Each Class B Ordinary Share shall have twenty votes at a meeting of the shareholders or on any resolution of shareholders whereas each Class A Ordinary Share shall only have one vote. Each outstanding Class B Ordinary Share is convertible at any time at the option of the holder into one Class A Ordinary Share. In addition, a holder of a Class B Ordinary Share shall have the right to convert one Class B Ordinary Share into one Class A Ordinary as further described in the Second Amended and Restated Memorandum and Articles of Association (the “New M&A”); and

(ii) increase and redesignate the Company’s authorized share capital from US$500,000 divided into 500,000,000 shares of a nominal or par value of US$0.001 each to US$2,000,000 divided into 1,900,000,000 Class A ordinary shares of a nominal or par value of US$0.001 each and 100,000,000 Class B ordinary shares of a nominal or par value of US$0.001 each.

(2)

(i) all the authorized and issued and outstanding Ordinary Shares in the authorized share capital of the Company held by the existing shareholders of the Company as of the date hereof (except the 8,500,000 Ordinary Shares held by HSZ Holdings Limited) be and are hereby redesignated into Class A Ordinary Shares, each conferring the holder thereof one (1) vote per Class A Ordinary Share at a general meeting of the Company or on any shareholders’ resolutions and the other rights attached to it as set out in the New M&A on a one for one basis;

(ii) 8,500,000 authorized and issued and outstanding Ordinary Shares held by HSZ HOLDINGS LIMITED be and are hereby redesignated into Class B Ordinary Shares, each conferring HSZ Holdings Limited twenty (20) votes per Class B Ordinary Share at a general meeting of the Company or on any shareholders’ resolutions and the other rights attached to it as set out in the New M&A on a one for one basis; and

(iii) the remaining authorized but unissued 1,882,775,000 Ordinary Shares be and are hereby redesignated into Class A Ordinary Shares on a one for one basis, and the remaining authorized but unissued 91,500,000 Ordinary Shares be and are hereby redesignated into Class B Ordinary Shares on a one for one basis.

The Company expects to file the Second Amended and Restated Memorandum and Articles of Association with the Registrar of the Cayman Islands within fifteen (15) days of the Meeting.

The change from Ordinary Shares to Class A Ordinary Shares will be reflected with the Nasdaq Capital Market. The Company’s Class A Ordinary Shares will continue to trade on the Nasdaq Capital Market under the symbol “CGTL” and under the CUSIP Number of G2563P102.

EXHIBIT INDEX

Exhibit Number		Description
99.1		The Second Amended and Restated Memorandum and Articles of Association

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 10, 2025	Creative Global Technology Holdings Limited

	By:	/s/ Shangzhao (Cizar) Hong
		Shangzhao (Cizar) Hong
		Chief Executive Officer

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 OF THE

SECURITIES EXCHANGE ACT OF 1934

For the month of February 2025

Commission File Number: 001-42412

_______________

Creative Global Technology Holdings Limited

_______________

Unit 03, 22/F, Westin Centre,

26 Hung To Road, Kwun Tong,

Kowloon, Hong Kong
People’s Republic of China

(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 ☒ Form 40-F ☐

EXHIBIT INDEX

Exhibit No.		Description
99.1		Notice of 2025 Extraordinary General Meeting of Shareholders of Creative Global Technology Holdings Limited, dated February 25, 2025.
99.2		Form of Proxy Card for Use at the 2025 Extraordinary General Meeting of Shareholders of Creative Global Technology Holdings Limited.

Explanatory Note

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.

	Creative Global Technology Holdings Limited
Date: February 25, 2025	By:	/s/ Shangzhao (Cizar) Hong
	Name:	Shangzhao (Cizar) Hong
	Title:	Chief Executive Officer

Exhibit 99.1

NOTICE OF 2025 EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS, DATED FEBRUARY 25, 2025, TO BE MAILED TO THE SHAREHOLDERS OF THE COMPANY IN CONNECTION WITH THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF THE COMPANY

CREATIVE GLOBAL TECHNOLOGY HOLDINGS LIMITED
Unit 03, 22/F, Westin Centre,
26 Hung To Road, Kwun Tong,
Kowloon, Hong Kong
People’s Republic of China

NOTICE OF 2025 EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
To Be Held at 9:00 a.m. on March 10, 2025, U.S. Eastern Time
(10:00 p.m. March 10, 2025, Hong Kong Time)

To the Shareholders of Creative Global Technology Holdings Limited:

This proxy statement is furnished in connection with the solicitation of proxies by the Board of Directors (the “Board” ) of Creative Global Technology Holdings Limited (the “Company” , “CGTL”, “we”, “us” or “our”) for use at the 2025 Extraordinary General Meeting of Shareholders of the Company (the “Meeting” ) and at all adjournments and postponements thereof. The Meeting will be held at Unit 03, 22/F, Westin Centre, 26 Hung To Road, Kwun Tong, Kowloon, Hong Kong, People’s Republic of China, at 9:00 a.m. on March 10, 2025, U.S. Eastern Time (10:00 p.m. March 10, 2025, Hong Kong Time), to consider and vote upon the following proposals:

1. To approve and adopt amendments to the Company’s Memorandum and Articles of Associations (the “Charter Amendment”) to:

• reclassify the Company’s shares into two share classes being the Class A Ordinary Shares, and the Class B Ordinary Shares. Both the Class A Ordinary Shares and the Class B Ordinary Shares will have the same rights as the existing ordinary shares except that the Class B Ordinary Shares will have weighted voting rights. Each Class B Ordinary Share shall have twenty (20) votes at a meeting of the shareholders or on any resolution of shareholders whereas each Class A Ordinary Share shall only have one (1) vote. Each outstanding Class B Ordinary Share is convertible at any time at the option of the holder into one (1) Class A Ordinary Share. In addition, a holder of a Class B Ordinary Share shall have the right to convert one (1) Class B Ordinary Share into one (1) Class A Ordinary as further described in the Second Amended and Restated Memorandum and Articles of Association;

• increase and re-designate the Company’s authorized share capital from US$500,000 divided into 500,000,000 shares of a nominal or par value of US$0.001 each to US$2,000,000 divided into 1,900,000,000 Class A Ordinary Shares of a nominal or par value of US$0.001 each and 100,000,000 Class B Ordinary Shares of a nominal or par value of US$0.001 each;

• generally update the Amended and Restated Memorandum and Articles of Association by amending and restating its Memorandum and Articles in the form attached hereto as Annex A (the “Second Amended and Restated Memorandum and Articles of Association”).

This proposal is referred to as the “Charter Amendment Proposal” or “Proposal No. 1”

2. To re-designate:

• all the existing authorized and issued ordinary shares of the Company as Class A Ordinary Shares save for 8,500,000 ordinary shares issued and currently registered in the name of HSZ Holdings Limited (“HSZ Holdings”), which shall be converted into the same number of Class B Ordinary Shares; and

• the remaining authorized but unissued 1,882,775,000 Ordinary Shares be and are hereby redesignated into Class A Ordinary Shares on a one for one basis, and the remaining authorized but unissued 91,500,000 Ordinary Shares be and are hereby redesignated into Class B Ordinary Shares on a one for one basis.

This proposal is referred to as the “Re-designation and Conversion Proposal” or “Proposal No. 2”.

Proposals No. 1 and No. 2 are sometimes collectively referred to herein as the “Proposals”).

The Company will be holding the Extraordinary General Meeting as a teleconference using the following dial-in information:

US Toll Free		1-877-270-2148
International Toll		1-412-902-6510
Participant Passcode

THE BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” EACH OF PROPOSALS NO. 1 AND 2.

Holders of record of the Company’s ordinary shares at the close of business on February 24, 2025 (U.S. Eastern Time) (the “Record Date”) will be entitled to notice of, and to vote at, this Meeting and any adjournment or postponement thereof. Each ordinary share entitles the holder thereof to one (1) vote.

This notice and the enclosed proxy statement are first being mailed to Shareholders on or about February 25, 2025.

You are urged to review carefully the information contained in the enclosed proxy statement prior to deciding how to vote your shares.

Your vote is important, regardless of the number of shares you own. Even if you plan to attend this Meeting in person, it is strongly recommended that you complete the enclosed proxy card before the meeting date, to ensure that your shares will be represented at this Meeting if you are unable to attend.

IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED “FOR” EACH OF THE PROPOSALS.

By Order of the Board,
/s/ Shangzhao (Cizar) Hong
Shangzhao (Cizar) Hong
Chairman of the Board
February 25, 2025

CREATIVE GLOBAL TECHNOLOGY HOLDINGS LIMITED
PROXY STATEMENT

2025 EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
to be held at 9:00 a.m. on March 10, 2025, U.S. Eastern Time
(10:00 p.m. March 10, 2025, Hong Kong Time)
Unit 03, 22/F, Westin Centre,
26 Hung To Road, Kwun Tong,
Kowloon, Hong Kong
People’s Republic of China

QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS

Why am I receiving this proxy statement?

This proxy statement describes the proposals on which our Board would like you, as a Shareholder, to vote at the Meeting, which will take place at 9:00 a.m. on March 10, 2025, U.S. Eastern Time (10:00 p.m. March 10, 2025, Hong Kong Time), at Unit 03, 22/F, Westin Centre, 26 Hung To Road, Kwun Tong, Kowloon, Hong Kong, People’s Republic of China.

Shareholders are being asked to consider and vote upon the following proposals:

1. the Charter Amendment Proposal or Proposal No.1; and

2. the Re-designation and Conversion Proposal or Proposal No. 2.

This proxy statement also gives you information on the proposals so that you can make an informed decision. You should read it carefully. Your vote is important. You are encouraged to submit your proxy card as soon as possible after carefully reviewing this proxy statement.

In this proxy statement, we refer to Creative Global Technology Holdings Limited as the “Company”, “CGTL”, “we”, “us” or “our.”

Who can vote at this Meeting?

Shareholders who owned shares of our ordinary shares on February 24, 2025 (U.S. Eastern Time) (the “Record Date”) may attend and vote at this Meeting. There were 21,437,500 shares of ordinary shares outstanding on the Record Date. Each ordinary share shall have one (1) vote per share. Information about the stockholdings of our directors, executive officers and significant shareholders is contained in the section of this proxy statement entitled “Security Ownership and Voting Power of Certain Beneficial Owners and Management” beginning on page 9 of this proxy statement.

What is the proxy card?

The card enables you to appoint Shangzhao (Cizar) Hong as your representative at this Meeting. By completing and returning the proxy card, you are authorizing him to vote your shares at this Meeting in accordance with your instructions on the proxy card. This way, your shares will be voted whether or not you attend this Meeting. Even if you plan to attend this Meeting, it is strongly recommended to complete and return your proxy card before this Meeting date just in case your plans change. If a proposal comes up for vote at this Meeting that is not on the proxy card, the proxies will vote your shares, under your proxy, according to their best judgment.

How does the Board recommend that I vote?

Our Board unanimously recommends that stockholders vote “FOR” each of Proposals No. 1 and 2.

What is the difference between holding shares as a shareholder of record and as a beneficial owner?

Certain of our Shareholders hold their shares in an account at a brokerage firm, bank or other nominee holder, rather than holding share certificates in their own name. As summarized below, there are some distinctions between shares held of record and those owned beneficially.

Shareholder of Record/Registered Shareholders

If, on the Record Date, your shares were registered directly in your name with our transfer agent, Vstock Transfer, you are a “Shareholder of record” who may vote at the Meeting, and we are sending these proxy materials directly to you. As the shareholder of record, you have the right to direct the voting of your shares by returning the enclosed proxy card to us or to vote in person at the Meeting. Whether or not you plan to attend the Meeting, please complete, date and sign the enclosed proxy card to ensure that your vote is counted.

Beneficial Owner

If, on the Record Date, your shares were held in an account at a brokerage firm or at a bank or other nominee holder, you are considered the beneficial owner of shares held “in street name,” and these proxy materials are being forwarded to you by your broker or nominee who is considered the shareholder of record for purposes of voting at the Meeting. As the beneficial owner, you have the right to direct your broker on how to vote your shares and to attend the Meeting. However, since you are not the shareholder of record, you may not vote these shares in person at the Meeting unless you receive a valid proxy from your brokerage firm, bank or other nominee holder. To obtain a valid proxy, you must make a special request of your brokerage firm, bank or other nominee holder. If you do not make this request, you can still vote by using the voting instruction card enclosed with this proxy statement; however, you will not be able to vote in person at the Meeting.

If my shares are held in “street name” by my bank, brokerage firm or nominee, will they automatically vote my shares for me?

No. Under the rules of various national and regional securities exchanges, your broker, bank or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee. The Company believes the Proposals are non-discretionary and, therefore, your broker, bank or nominee cannot vote your shares without your instruction. Broker non-votes will not be considered present for the purposes of establishing a quorum and will have no effect on the Proposals. If you do not provide instructions with your proxy, your bank, broker or other nominee may submit a proxy card expressly indicating that it is NOT voting your shares; this indication that a bank, broker or nominee is not voting your shares is referred to as a “broker non-vote.” Your bank, broker or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with directions you provide.

How do I vote?

If you were a shareholder of record of the Company’s ordinary shares on the Record Date, you may vote by submitting a proxy or in person at the Meeting. Each ordinary share that you own in your name entitles you to one (1) vote, in each case, on the applicable proposals.

(1) You may submit your proxy by mail. You may submit your proxy by mail by completing, signing and dating your proxy card and returning it in the enclosed, postage-paid and addressed envelope. If we receive your proxy card prior to this Meeting and if you mark your voting instructions on the proxy card, your shares will be voted:

• as you instruct, and

• according to the best judgment of the proxy if a proposal comes up for a vote at this Meeting that is not on the proxy card.

We encourage you to examine your proxy card closely to make sure you are voting all of your shares in the Company.

If you return a signed card, but do not provide voting instructions, your shares will be voted:

• FOR the Charter Amendment Proposal;

• FOR the Re-designation and Conversion Proposal; and

• According to the best judgment of Mr. Hong if a proposal comes up for a vote at the Meeting that is not on the proxy card.

(2) You may vote in person at the Meeting. We will pass out written ballots to any shareholder of record who wants to vote at the Meeting.

If I plan on attending the Meeting, should I return my proxy card?

Yes. Whether or not you plan to attend the Meeting, after carefully reading and considering the information contained in this proxy statement, please complete and sign your proxy card. Then return the proxy card in the pre-addressed, postage-paid envelope provided herewith as soon as possible so your shares may be represented at the Meeting.

May I change my mind after I return my proxy?

Yes. You may revoke your proxy and change your vote at any time before the polls close at this Meeting. You may do this by:

• sending a written notice to the Company’s proxy solicitation agent, Okapi Partners LLC, stating that you would like to revoke your proxy of a particular date at the address indicated below;

• signing another proxy card with a later date and returning it to the Company’s proxy solicitation agent, Okapi Partners LLC, before the polls close at this Meeting at the following at the address indicated below; or

• attending this Meeting and voting in person.

Okapi Partners LLC
1212 Avenue of the Americas, 17th Floor
New York, New York 10036
+ 1 (212) 297-0720 (Main)
+ 1 (877) 259-6290 (Toll-Free)
Email: info@okapipartners.com

What does it mean if I receive more than one proxy card?

You may have multiple accounts at the transfer agent and/or with brokerage firms. Please sign and return all proxy cards to ensure that all of your shares are voted.

What happens if I do not indicate how to vote my proxy?

Signed and dated proxies received by the Company without an indication of how the Shareholder desires to vote on a proposal will be voted in favor of each of Proposals No. 1 and 2.

Will my shares be voted if I do not sign and return my proxy card?

If you do not sign and return your proxy card, your shares will not be voted unless you vote in person at this Meeting.

What is the quorum requirement for the Extraordinary General Meeting of shareholders?

A meeting of shareholders is duly constituted if, at the commencement of the meeting, there are one or more persons present in person or by proxy holding not less than one-third of the votes of the shares entitled to vote to be considered at the meeting. This is called a quorum. If within two hours from the time appointed for the meeting a quorum is not present, the meeting, if convened upon the requisition of shareholders, shall be dissolved; in any other case it shall stand adjourned to the next business day in the jurisdiction in which the meeting was to have been held at the same time and place or to such other time and place as the directors may determine, and if at the adjourned meeting there are present within one hour from the time appointed for the meeting in person or by proxy not less than one third of the votes of the shares or each class or series of the shares entitled to vote on the matters to be considered by the meeting, those present shall constitute a quorum but otherwise the meeting shall be dissolved.

What vote is required to approve the Charter Amendment Proposal?

Approval of the Charter Amendment Proposal will require the affirmative vote of a majority of not less than two-thirds of the votes of the ordinary shares entitled to vote thereon which were present in person or by proxy at the Meeting.

What vote is required for the Re-designation and Conversion Proposal?

Approval of the Re-designation and Conversion Proposal will a majority of not less than two-thirds of the votes of the ordinary shares entitled to vote thereon which were present in person or by proxy at the Meeting.

What if I abstain from voting or fail to instruct my bank, brokerage firm or nominee?

The Company will count a properly executed proxy marked “ABSTAIN” with respect to a particular Proposal as present for the purposes of determining whether a quorum is present at the Meeting. For purposes of approval, an abstention on any Proposals will have the same effect as a vote “AGAINST” such Proposal.

Is my vote kept confidential?

Proxies, ballots and voting tabulations identifying Shareholders are kept confidential and will not be disclosed, except as may be necessary to meet legal requirements.

Where do I find the voting results of this Meeting?

We will announce voting results at this Meeting and also file a Current Report on Form 6-K with the Securities and Exchange Commission (the “SEC”) reporting the voting results.

Who can help answer my questions?

You can contact CGTL’s proxy solicitation agent Okapi Partners LLC, 1212 Avenue of the Americas, 17th Floor, New York, New York 10036, +1 (212) 297-0720 (Main), +1 (877) 259-6290 (Toll-Free) and Email: info@okapipartners.com with any questions about proposals described in this proxy statement or how to execute your vote.

THE EXTRAORDINARY GENERAL MEETING

General

We are furnishing this proxy statement to you, as a shareholder of Creative Global Technology Holdings Limited, as part of the solicitation of proxies by our Board for use at the Meeting to be held on March 10, 2025, and any adjournment or postponement thereof. This proxy statement is first being furnished to Shareholders on or about February 25, 2025. This proxy statement provides you with information you need to know to be able to vote or instruct your proxy how to vote at the Meeting.

Date, Time and Place of the Meeting

The Meeting will be held at 9:00 a.m., on March 10, 2025, U.S. Eastern Time (10:00 p.m., March 10, 2025, Hong Kong Time) at Unit 03, 22/F, Westin Centre, 26 Hung To Road, Kwun Tong, Kowloon, Hong Kong, People’s Republic of China or such other date, time and place to which the Meeting may be adjourned or postponed.

Purpose of the Meeting

At the Meeting, the Company will ask Shareholders to consider and vote upon the following proposals:

1. the Charter Amendment Proposal or Proposal No. 1.

2. the Re-designation and Conversion Proposal or Proposal No. 2.

Record Date and Voting Power

Our Board fixed the close of business on February 24, 2025 (U.S. Eastern Time), as the record date for the determination of the outstanding shares of ordinary shares entitled to notice of, and to vote on, the matters presented at this Meeting. As of the Record Date, there were 21,437,500 shares of Ordinary Shares outstanding. Each Ordinary Share entitles the holder thereof to one (1) vote. Accordingly, a total of 21,437,500 votes may be cast at this Meeting.

Quorum and Required Vote

A quorum of Shareholders is necessary to hold a valid meeting. A quorum will be present at the meeting if there are one or more persons present in person or by proxy not less than one-third of the votes of the shares entitled to vote to be considered at the meeting.

Proposal No. 1 requires the affirmative vote of a majority of not less than two-thirds of the votes of the ordinary shares entitled to vote thereon which were present in person or by proxy at the Meeting.

Proposal No. 2 requires the affirmative vote of a majority of not less than two-thirds of the votes of the ordinary shares entitled to vote thereon which were present in person or by proxy at the Meeting.

Revocability of Proxies

Any proxy may be revoked by the shareholder of record giving it at any time before it is voted. A proxy may be revoked by (A) sending to our proxy solicitation agent, Okapi Partners LLC, 1212 Avenue of the Americas, 17th Floor, New York, New York 10036, + 1 (212) 297-0720 (Main), + 1 (877) 259-6290 (Toll-Free) and Email: info@okapipartners.com, either (i) a written notice of revocation bearing a date later than the date of such proxy or (ii) a subsequent proxy relating to the same shares, or (B) by attending this Meeting and voting in person.

If the shares are held by the broker or bank as a nominee or agent, the beneficial owners should follow the instructions provided by their broker or bank.

Proxy Solicitation Costs

The cost of preparing, assembling, printing and mailing this proxy statement and the accompanying form of proxy, and the cost of soliciting proxies relating to this Meeting, will be borne by the Company. The solicitation of proxies by mail may be supplemented by telephone, telegram and personal solicitation by officers, directors and other employees of the Company, but no additional compensation will be paid to such individuals. Any solicitation made and information

provided in such a solicitation will be consistent with the written proxy statement and proxy card. Okapi Partners LLC, a proxy solicitation firm that the Company has engaged to assist it in soliciting proxies, will be paid its customary fee and out-of-pocket expenses.

No Right of Appraisal

None of Cayman Islands law or our Amended and Restated Memorandum and Articles of Association provides for appraisal or other similar rights for dissenting Shareholders in connection with any of the proposals to be voted upon at this Meeting. Accordingly, our shareholders will have no right to dissent and obtain payment for their shares.

Who Can Answer Your Questions about Voting Your Shares

You can contact CGTL’s proxy solicitation agent, Okapi Partners LLC, 1212 Avenue of the Americas, 17th Floor, New York, New York 10036, + 1 (212) 297-0720 (Main), + 1 (877) 259-6290 (Toll-Free) and Email: info@okapipartners.com with any questions about proposals described in this proxy statement or how to execute your vote.

Principal Offices

The principal executive offices of our Company are located at Unit 03, 22/F, Westin Centre, 26 Hung To Road, Kwun Tong, Kowloon, Hong Kong, People’s Republic of China. The Company’s telephone number at such address is +852 2690-9121.

PROPOSAL NO. 1 — CHARTER AMENDMENT PROPOSAL

Summary of the Charter Amendment

Our Board has adopted and deemed advisable and is recommending that our shareholders approve and adopt proposed Charter Amendment to:

The foregoing summary of the Charter Amendment does not purport to be complete and is subject to, and qualified in its entirety by reference to the full text of Annex A.

Procedure for Implementing the Charter Amendment

The Second Amended and Restated Memorandum and Articles of Association, if approved by our shareholders, would become effective upon passing of the special resolution.

Reason for the Charter Amendment

The Board deems that it is for the best interest of the Company and the shareholders to approve the Charter Amendments to address the needs of the Company. In particular:

• the proposed dual class share structure and the proposed mechanism for the redesignation and reclassification of the Ordinary Shares into Class A Ordinary Shares and the Class B Ordinary shares are to provide our founders and management team with the ability to focus on long-term value creation, innovation, and supporting the Company’s mission. By adopting this structure, we aim to align decision-making with the Company’s long-term vision.

Potential Effects of the Proposal

Other than the fact that the share capital of the Company will be changed from Ordinary Shares to Class A Ordinary Shares and Class B Ordinary Shares, the proposed re-designation will not affect in any way the validity or transferability of share certificates in respect of the Ordinary Shares issued and outstanding or the trading of the Company’s shares on the Nasdaq Capital Market.

Holders of Class A Ordinary shares and Class B Ordinary Shares have the same rights except for voting and conversion rights. Following effectiveness of the proposed re-designation and re-classification, each Class A Ordinary Share would be entitled to one (1) vote and each Class B Ordinary Share would be entitled to twenty (20) votes on all matters subject to vote at general meetings of the Company, and with such other rights, preferences, and privileges as set forth in the Second Amended and Restated Memorandum and Articles of Association. Class A Ordinary Shares are not convertible into Class B Ordinary Shares under any circumstances. Each Class B Ordinary Shares is convertible into one (1) Class A Ordinary Share at any time at the option of the holder thereof.

Future issuances of any Class A or Class B Ordinary Shares, or securities convertible into any Ordinary Shares could have a dilutive effect on our earnings per share, book value per share, and the voting power and interest of current holders of Ordinary Shares. However, the availability of additional shares of Class A or Class B Ordinary Shares for issuance could be used for various purposes including: (i) raising capital, if we have an appropriate opportunity, through offerings of Class A or Class B Ordinary Shares or securities that are convertible into Class A or Class B Ordinary Shares; (ii) expanding our business through potential mergers and acquisitions through issuance of Class A or Class B Ordinary Shares or securities that are convertible into Class A or Class B Ordinary Shares as consideration; and (iii) providing equity incentives to attract and retain key employees, officers or consultants of the Company.

At the Meeting, the following resolutions will be considered and voted upon by the holders of ordinary shares:

“RESOLVED, as a special resolution, that the Company’s shares is reclassified into two share classes being the Class A Ordinary Shares and the Class B Ordinary Shares. Both the Class A Ordinary Shares and the Class B Ordinary Shares will have the same rights as the existing ordinary shares except that the Class B Ordinary Shares will have weighted voting rights. Each Class B Ordinary Share shall have twenty (20) votes at a meeting of the Shareholders or on any Resolution of Shareholders whereas each Class A Ordinary Share shall only have one (1) vote. Each outstanding Class B Ordinary Share is convertible at any time at the option of the holder into one (1) Class A Ordinary Share. A holder of a Class B Ordinary Share shall have the right to convert one (1) Class B Ordinary Share into one (1) Class A Ordinary; and

RESOLVED, as a special resolution, that the Company’s share capital is increased from US$500,000 divided into 500,000,000 shares of a nominal or par value of US$0.001 each is increased to US$2,000,000 divided into 1,900,000,000 Class A Ordinary Shares of a nominal or par value of US$0.001 each and 100,000,000 Class B Ordinary Shares of a nominal or par value of US$0.001 each; and

RESOLVED, as a special resolution, that the Second Amended and Restated Memorandum and Articles of Association are approved and adopted in all respects in place of the current Amended and Restated Memorandum and Articles of Association.”

Vote Required.

Proposal No. 1 will be approved if will be approved if a majority of not less than two-thirds of the votes of the ordinary shares entitled to vote thereon which are present in person or by proxy vote “FOR” the proposal.

Recommendation of the Board

The Board unanimously recommends that you vote all of your ordinary shares “FOR” approval and adoption of the Charter Amendment as described in this Proposal No. 1.

PROPOSAL NO. 2 — RE-DESIGNATION AND CONVERSION PROPOSAL

At the Meeting, the following resolutions will be considered and voted upon by the holders of ordinary shares:

“RESOLVED, as a special resolution, all the existing authorized and issued ordinary shares of the Company re-designated and converted into the same number of Class A Ordinary Shares save for 8,500,000 ordinary shares issued and currently registered in the name of HSZ Holdings Limited (“HSZ Holdings”), which shall be re-designated and converted into the same number of Class B Ordinary Shares.”

“RESOLVED, as a special resolution, the remaining authorized but unissued 1,882,775,000 Ordinary Shares be and are hereby redesignated into Class A Ordinary Shares on a one for one basis, and the remaining authorized but unissued 91,500,000 Ordinary Shares be and are hereby redesignated into Class B Ordinary Shares on a one for one basis.”

Vote Required

The Proposal No. 2 will be approved a majority of not less than two-thirds of the votes of the ordinary shares entitled to vote thereon which are present in person or by proxy vote “FOR” the proposal.

Recommendation of the Board

The Board unanimously recommends that you vote all of your shares “FOR” the redesignation and conversion as described in this Proposal No. 2.

Effect of Approval of Proposal No. 2 on the Shareholders of the Company

If Proposal No. 2 is approved at the Meeting, Shangzhao (Cizar) Hong, our founder, Chief Executive Officer, Director and the Chairman of the Board will have more than 50% voting power of the Company and the voting power of all other existing shareholders, including you, will be diluted.

Security Ownership and Voting Power of Certain Beneficial Owners and Management Immediately Prior to and after Proposal No. 2 is Approved (Assuming Such Approval is Obtained at the Meeting)

For the information regarding the beneficial ownership of the Company’s shares and the related voting power immediately prior to the approval of Proposal No. 2.

	Ordinary Shares Beneficially Owned Prior to the Reclassification and Redesignation
	Number of shares	Percentage of shares(1)
Directors and Executive Officers:
Shangzhao (Cizar) Hong(2)(3)	20,000,000	93.29	%
Hei Tung (Angel) Siu(4)	—	—	%
Hung Leung (Alan) Tsang(5)	—	—	%
Jingeng Chen(6)	—	—
Wai Leung (Alfred) Lau(7)	—	—
Michael Osofsky(8)	—	—
5% or Greater Shareholders:
Shangzhao (Cizar) Hong	20,000,000	93.29	%
HSZ Holdings Limited(9)	17,000,000	79.30	%
CHSZ Holdings Limited(10)(11)	3,000,000	13.99	%
All directors and executive officers as a group (six individuals)	20,000,000	93.29	%

____________

— Less than 1 %

(1) Percentage is calculated based on 21,437,500 ordinary shares issued and outstanding as of February 25, 2025.

(2) The address of Mr. Shangzhao (Cizar) Hong is Flat E, 6/F, Tower 1, Corinthia By The Sea, 23 Tong Yin Street, Tseung Kwan O, N.T., Hong Kong.

(3) Includes 17,000,000 shares owned by HSZ Holdings Limited, and 3,000,000 shares owned by CHSZ Holdings Limited, each an entity controlled by Mr. Shangzhao (Cizar) Hong, assuming Mr. Shangzhao (Cizar) Hong has not sold any of his Ordinary Shares.

(4) The address of Hei Tung (Angel) Siu is Flat 30A, 30/F, Block 2, High Prosperity Terrace, 188 Kwai Shing Circuit, Kwai Chung, N.T., Hong Kong.

(5) The address of Hung Leung (Alan) Tsang is Room 902, Block C, Mt. Parker Lodge, 10 Hong Pak Path, Quarry Bay, Hong Kong.

(6) The address of Jingeng Chen is Room 2605, Building A, Meiliyuan, No. 1018 Hongling Middle Road, Luohu District, Shenzhen, Guangdong Province, China.

(7) The address of Wai Leung (Alfred) Lau is Flat A, 10/F, Block 1, Scenecliff, 33 Conduit Road, Mid-levels, Hong Kong.

(8) The address of Michael Osofsky is Block 35, Flat D, 8/F, Ana Capri, 8 Pak Lai Road, Park Island, Ma Wan, Hong Kong.

(9) The address of HSZ Holdings Limited is Commerce House, Wickhams Cay 1, P.O. Box 3140, Road Town, Tortola, VG1110, British Virgin Islands.

(10) The address of CHSZ Holdings Limited is Commerce House, Wickhams Cay 1, P.O. Box 3140, Road Town, Tortola, British Virgin Islands VG1110.

(11)

SEC Form 424B3 filed by Creative Global Technology Holdings Limited