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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 20-F

☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended March 31,2026

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report

For the transition period from to

Commission file number:001-42989

SMJ International Holdings Inc.

(Exact name of Registrant as specified in its charter)

N/A

(Translation of Registrant’s name into English)

Cayman Islands

(Jurisdiction of incorporation or organization)

31 Jurong Port Road

#02-20 Jurong Logistics Hub, Singapore 619115

+65 6261-1212

(Address of principal executive offices)

Rena Ho, Chief Executive Officer

Telephone:+65 6261-1212

Email: renaho@smjf.com.sg

At the address of the Company set forth above

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Copies to:

**Charlotte Westfall, Esq.

Rimon P.C.

545 Middlefield Road, Suite 260

Menlo Park, CA 94025

Phone: +1 415.869.7180

Securities registered or to be registered pursuant to Section 12(b) of the Act.

Title of each classTrading Symbol(s)Name of each exchange on which registered
Class A Ordinary SharesSMJFThe NYSE American Market

Securities registered or to be registered pursuant to Section 12(g) of the Act.

None

(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

None

(Title of Class)

Indicate the number of outstanding shares of each of the issuer’s classes of capital or stock as of the close of the period covered by the annual report.

14,937,500 Class A Ordinary Shares, par value US$0.0002 per share

12,767,500 Class B Ordinary Shares, par value US$0.0002 per share

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☐No ☒

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Yes ☐No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant 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 registrant has submitted electronically every Interactive Data File required to be submitted 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 registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer☐Accelerated filer☐
Non-accelerated filer☒Emerging growth company☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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.☐

†The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

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 which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP ☒International Financial Reporting Standards as issued by the International Accounting Standards Board ☐Other ☐
*If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17 ☐ Item 18 ☐

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No☒

TABLE OF CONTENTS

Page
MARKET AND INDUSTRY DATAv
PRESENTATION OF FINANCIAL INFORMATIONvi
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTSvi
PART I1
Item 1. Identity of Directors, Senior Management and Advisers1
Item 2. Offer Statistics and Expected Timetable1
Item 3. Key Information1
A.[Reserved]1
B.Capitalization and Indebtedness1
C.Reasons for the Offer and Use of Proceeds1
D.Risk Factors1
Item 4. Information on the Company22
A.History and Development of the Company22
B.Business Overview23
C.Organizational Structure42
D.Property, Plants and Equipment43
Item 4A. Unresolved Staff Comments43
Item 5. Operating and Financial Review and Prospects44
A.Operating Results44
B.Liquidity and Capital Resources51
C.Research and Development, Patents and Licenses, etc53
D.Trend Information54
E.Critical Accounting Estimates54
Item 6. Directors, Senior Management and Employees55
A.Directors and Senior Management55
B.Compensation57
C.Board Practices57
D.Employees62
E.Share Ownership62
F.Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation63
Item 7. Major Shareholders and Related Party Transactions63
A.Major Shareholders63
B.Related Party Transactions64
C.Interests of Experts and Counsel64
Item 8. Financial Information65
A.Consolidated Statements and Other Financial Information65
B.Significant Changes65
Item 9. The Offer and Listing66
A.Offer and Listing Details66
B.Plan of Distribution66
C.Markets66
D.Selling Shareholders66
E.Dilution66
F.Expenses of the Issuer66

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Item 10. Additional Information66
A.Share Capital66
B.Memorandum and Articles of Association66
C.Material Contracts66
D.Exchange Controls66
E.Taxation67
F.Dividends and Paying Agents74
G.Statement by Experts74
H.Documents on Display75
I.Subsidiary Information75
Item 11. Quantitative and Qualitative Disclosures About Market Risk75
Item 12. Description of Securities Other than Equity Securities77
A.Debt Securities77
B.Warrants and Rights77
C.Other Securities77
D.American Depositary Shares77
PART II78
Item 13. Defaults, Dividend Arrearages and Delinquencies78
Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds78
Item 15. Controls and Procedures78
Item 16. [Reserved]79
Item 16.A. Audit Committee Financial Expert79
Item 16.B. Code of Ethics79
Item 16.C. Principal Accountant Fees and Services80
Item 16.D. Exemptions from the Listing Standards for Audit Committees80
Item 16.E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers80
Item 16.F. Change in Registrant’s Certifying Accountant80
Item 16.G. Corporate Governance80
Item 16.H. Mine Safety Disclosure82
Item 16.I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections82
Item 16.J. Insider Trading Policies83
Item 16.K. Cybersecurity83
PART III84
Item 17. Financial Statements84
Item 18. Financial Statements84
Item 19. Exhibits84
SIGNATURES86

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.