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

~~THE~~For ~~SECURITIES~~the ~~EXCHANGE~~Month ~~ACT~~of OFDecember ~~1934~~2023

For the Month of August 2023

Commission File Number: 333-262334

ZKGC New Energy Limited

(Translation of registrant’s name into English)

12 Xinjiandi Jiari, Laocheng Town, Chengmai County, Hainan Province 571924, P.R. China

(Address of principal executive office)

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 ☐

On ~~August~~December 2314, 2023 ~~Zonghan~~G&C WuInternational ~~resigned~~Investment Company Limited purchased 5,100,000 Ordinary Shares from ~~his~~ZKGC New Energy Limited for an aggregate purchase price of U.S.$102,000. The ~~positions~~transaction was exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) ~~member~~of the Securities Act and Regulation S promulgated under the Securities Act. Upon completion of the transaction, there were 18,100,000 Ordinary Shares of ZKGC New Energy Limited outstanding, of which G&C International Investment Company’s Limited owns 10,200,000 or 56.35%. Liao Jinqi, who is a member of the Board of Directors ~~and~~of asZKGC New Energy Limited, is a director and the ~~Company’s~~sole ~~Corporate~~owner ~~Secretary~~of G&C International Investment Company Limited.

On August 23, 2023 the Company’s Board of Directors appointed Zhifei Huang to serve as the Company’s Corporate Secretary. Mr. Huang is a member of the Company’s Board of Directors and serves as its Chief Financial Officer.

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.

	ZKGC NEW ENERGY LIMITED	~~ZKGC NEW ENERGY LIMITED~~
Date: August 25, 2023	By	/s/ Zhuowen Chen
Date: December 20, 2023	By	/s/ Zhuowen Chen
	Name:	Zhuowen Chen
	Title:	Chief Executive Officer

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