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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Pursuant to Section\n13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of\nearliest event reported): October 16, 2026

ETOILES CAPITAL GROUP CO., LTD

(Exact name of registrant as specified in its charter)

\n \n \n \n \n \n \n \n \n \n \n \n \n

Nevada

001-42793

N/A

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

\n \n \n \n \n \n \n \n \n

Unit 03-04, 25/F, Cosco Tower, 183 Queen’s Road\n Central

Sheung Wan, Hong Kong

0000

(Address of principal executive offices)

(Zip Code)

Registrant’s\ntelephone number, including area code: +852-2398-8699

(Former name or former address, if changed since\nlast report.)

Check the appropriate\nbox below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following\nprovisions:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

☐	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\npursuant to Section 12(b) of the Act:

\n \n \n \n \n \n \n \n \n \n \n \n \n

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value US$0.0001 per share		EFTY		The Nasdaq Stock Market LLC

Indicate by check mark\nwhether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities\nExchange Act of 1934.

Emerging Growth Company\n☒

If an emerging growth\ncompany, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or\nrevised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Introductory Note

Etoiles Capital Group Co., Ltd, a Nevada corporation\n(“Etoiles Capital Nevada”), is providing the disclosure contained in this Current Report on Form 8-K to reflect the completion\nof its domestication, which changed its jurisdiction of incorporation from the Cayman Islands to the State of Nevada (the “Domestication”).\nEtoiles Capital Group Co., Ltd, the Cayman Islands exempted company (“Etoiles Capital Cayman”) deregistered as an exempted\ncompany in the Cayman Islands pursuant to Sections 206 and 207 of the Companies Act (As Revised) of the Cayman Islands (the “Companies\nAct”), and domesticated and continued its existence as a corporation incorporated in the State of Nevada pursuant to Section 92A.270\nof the Nevada Revised Statutes of the State of Nevada (the “NRS”) effective on October 19, 2026 (the “Domestication\nDate”). References to the “Company,” “Etoiles Capital Nevada,” “Etoiles Capital Cayman,” the\n“Registrant,” “we,” “our,” “us” and similar terms mean, as of any time prior to the Domestication,\nEtoiles Capital Cayman and, as of any time after the Domestication, Etoiles Capital Nevada.

Upon consummation of the Domestication Transaction,\neach of Etoiles Capital Cayman’s (i) Class A ordinary share, par value US$0.0001 per share (the “Etoiles Class A Ordinary\nShares”), issued and outstanding immediately prior to the effective time of the domestication will be automatically converted into\none share of common stock, par value US$0.0001 per share, of Etoiles Capital Nevada (the “Common Stock”).

The Common Stock to continues to be listed for\ntrading under symbol “EFTY” on the Nasdaq Capital Market (the “Nasdaq”), which is the same trading symbol as the\nEtoiles Class A Ordinary Shares traded under prior to the Domestication Transaction. As a result of the Domestication Transaction, the\nCompany became the successor issuer to Etoiles Capital Cayman pursuant to Rule 12g-3(a) under the Securities Exchange Act of 1934, as\namended (the “Exchange Act”). This Current Report on Form 8-K (this “Current Report”) establishes the Company\nas the successor issuer to Etoiles Capital Cayman pursuant to Rule 12g-3(a) under the Exchange Act. Pursuant to Rule 12g-3(e) under the\nExchange Act, the Common Stock is deemed to be registered under Section 12(b) of the Exchange Act, and the Company is subject to\nthe informational requirements of the Exchange Act and the rules and regulations promulgated thereunder. The Company hereby reports this\nsuccession in accordance with Rule 12g-3(f) under the Exchange Act.

Upon consummation\nof the Domestication Transaction, the CUSIP number relating to the Company’s Common Stock was changed to 29771T 102.

Item 1.01.\nEntry into a Material Definitive Agreement.

Upon\nconsummation of the Domestication Transaction, the Company entered into indemnification agreements (each, an “Indemnification Agreement”)\nwith each of its executive officers and directors. The indemnification agreements provide the indemnitees with contractual rights to\nindemnification, and expense advancement and reimbursement, to the fullest extent permitted under the NRS, subject to certain exceptions\ncontained in those agreements.

This\nsummary is qualified in its entirety by reference to the full text of the form of Indemnification Agreement, which is attached hereto\nas Exhibit 10.1 and incorporated by reference herein.

Item 3.01.\nNotice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

In\nconnection with the consummation of the Domestication Transaction, on October 19, 2026, the Company notified Nasdaq that each issued\nEtoiles Class A Ordinary Shares was automatically converted by operation of law on a one-for-one basis into shares of Common Stock.

Reference is made to the reports on Form 6-K furnished\nby Etoiles Capital Cayman (the “Company”) on October 30, 2025, November 25, 2025 and July 8, 2026 regarding (i) the status\nof trading in the Etoiles Class A Ordinary Shares, (ii) inquiries from the Nasdaq, and (iii) measures to address the continued listing\nconcerns and to support the restoration of trading of the Company’s securities. Trading in Etoiles Class A Ordinary Shares has remained\nsuspended since October 6, 2025 and continues to be suspended as of the date of this report. The Company’s Common Stock are expected\nto commence trading on the Nasdaq under the symbol “EFTY” once trading resumes.

The information set forth in the Introductory\nNote of this Current Report is incorporated into this Item 3.01 by reference.

Item 3.03.\nMaterial Modification to Rights of Security Holders.

In connection with the consummation of the Domestication Transaction, the Company filed the Articles of Incorporation and adopted its\nbylaws (the “Bylaws”). The rights of holders of Common Stock are now governed by the Articles of Incorporation, the Articles\nof Domestication, the Bylaws, and the NRS, which contain provisions that differ in certain respects from shareholders’ rights under\nthe laws of the Cayman Islands and Etoiles Capital Cayman’s Second Amended and Restated Memorandum of Association and Articles of\nAssociation, which were in effect prior to the Domestication Transaction. The general effect of the changes to the rights of the Company’s\nstockholders are described under the sections entitled “Comparison Of Corporate Governance And Shareholder Rights,” “Material\nU.S. Federal Income Tax Considerations,” and “Description of Securities” in Etoiles Capital Cayman’s final proxy\nstatement/prospectus, dated September 21, 2026, relating to the Domestication Transaction, which was filed with the Securities and Exchange\nCommission the (“SEC”) pursuant to Rule 424(b)(3) on September 21, 2026 (the “Proxy/Prospectus”), and formed part\nof Etoiles Capital Cayman’s registration statement on Form S-4, which was initially filed with the SEC on August 14, 2026 and was\namended on September 1, 2026 (Registration No. 333-298341).

The\nsections of the Proxy/Prospectus listed above are hereby incorporated by reference into this Current Report on Form 8-K.

The\ninformation set forth in the Introductory Note, Item 3.01, and Item 5.03 of this Current Report is incorporated into this Item 3.03 by\nreference.

This summary is qualified in its entirety by reference to the full text of the Articles of Incorporation, Articles of Domestication, and\nBylaws, which are attached hereto as Exhibits 3.1, 3.2, and 3.3, respectively, and incorporated by reference herein.

Item 5.03\nAmendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

In connection with the consummation of the Domestication Transaction, the Company filed the Articles of Incorporation and Articles of\nDomestication with the Secretary of State of Nevada, and adopted the Bylaws.

The\ninformation set forth in Item 3.03 is incorporated into this Item 5.03 by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Exhibit No.		Description
3.1		Articles of Incorporation of Etoiles Capital Group Co., Ltd
3.2		Articles of Domestication of Etoiles Capital Group Co., Ltd
3.3		Bylaws of Etoiles Capital Group Co., Ltd
10.1		Form of Indemnification and Advancement Agreement of Etoiles Capital Group Co., Ltd

SIGNATURES

Pursuant to the requirements\nof the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto\nduly authorized.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	Etoiles Capital Group Co., Ltd

Date: October 19, 2026	By:	/s/ Kit Shing, CHEUNG
	Name:	Kit Shing, CHEUNG
	Title:	Director, Chief Executive Officer, and \nChairman of the Board of Directors

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