Form 8-A12B JM Group Ltd

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-A

 

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR 12(g) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

JM GROUP LIMITED

(Exact name of registrant as specified in its charter)

 

British Virgin Islands		Not applicable
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
Unit 812, 8/F, Harbour Center Tower 1, 1 Hok Cheung Street, Hung Hom, Kowloon, Hong Kong		000000
(Address of principal executive offices)		(Zip Code)

 

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

 

Title of each class		Name of each exchange on which
to be so registered		each class is to be registered
Ordinary Shares $0.00000625 par value per share		NYSE American LLC

 

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box. ☒

 

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. ☐

 

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ☐

 

Securities Act registration statement file number to which this form relates: 333-289556

 

Securities to be registered pursuant to Section 12(g) of the Act: None

 

 

 

INFORMATION REQUIRED IN REGISTRATION STATEMENT

 

Item 1. Description of Registrant’s Securities to be Registered.

 

The description of ordinary shares, $0.00000625 par value per share, of JM Group Limited (the “Registrant”) to be registered hereunder is set forth under the heading “Description of Share Capital” in the Registrant’s Registration Statement on Form F-1 (File No. 333-289556) originally filed with the Securities and Exchange Commission (“SEC”) on August 13, 2025, as subsequently amended (the “Registration Statement”), and in any prospectus included in the Registration Statement to be filed separately by the Registrant with the SEC pursuant to Rule 424(b) under the Securities Act of 1933, as amended, which information is incorporated herein by reference.

 

Item 2. Exhibits.

 

Under the “Instructions as to Exhibits” section of Form 8-A, no exhibits are required to be filed because no other securities of the Registrant are to be registered on the NYSE American, and the securities to be registered hereby are not being registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended.

 

 

SIGNATURES

 

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

 

Date: December 9, 2025

 

	JM Group Limited
	By:	/s/ Chun Kwok Stanley Ting
	Name:	Chun Kwok Stanley Ting
	Title:	Chief Executive Officer, Chairman and Director (Principal Executive Officer)

 

 

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