UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549










Form 10-K/A








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



For the fiscal year ended December
31, 2015



OR



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



For the transition period from            
to



Commission file number 000-55387










OGL HOLDINGS LTD.

(Exact name of registrant as specified
in its charter)














|Delaware                                                                       | 47-3165342                                     
|------------------------------------------------------------------------------ | -----------------------------------------------
|(State or other jurisdiction
        of
        incorporation or organization) | (I.R.S. Employer
        Identification Number)



RED GROTTO ACQUISITION CORPORATION

(Former name of registrant)



Shan Shui Commercial Building

24 Floor, Xuyi County, Jiangsu Province

Huai River Town 57, China

0517-886 55757






|(Address, including zip code, and telephone number, including area code
|-----------------------------------------------------------------------
|of registrant’s principal executive offices)                           



Inc. Plan

Trolley Square, Suite 20 C

Wilmington, Delaware 19806






|(Name, address, including zip code, and telephone number,
|---------------------------------------------------------
|Including area code, of agent for service)               



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



Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 of Section 15(d) of the Act.     Yes ̈Noþ



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.    YesþNoo



Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T( Section 232.405 of this chapter)during
the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).     YesþNoo



Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and
will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference
in Part III of this Form 10-K or any amendment to this Form 10-K.     YesþNoo



Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated
filer," "accelerated filer" and "smaller reporting company" in Rule  12b-2 of the Exchange Act. (Check
one):



|Large accelerated filer |  |  ̈                                              |  | Accelerated filer         |  |  ̈
|----------------------- |  | ---------------------------------------------- |  | ------------------------- |  | -
|Non-accelerated filer   |  |  ̈(Do not check if a smaller reporting company) |  | Smaller reporting company |  | þ



Indicate
by check mark whether the registrant is a shell company (as defined in rule 12b-2 of the Act).    YesþNoo



State the aggregate market value of the voting and non-voting
common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average
bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal
quarter. $ 0



Indicate the number of shares outstanding of each of the registrant's
classes of common stock as of the latest practicable date.



|Class                                |  | Outstanding at March 11, 2016 | 
|------------------------------------ |  | ----------------------------- | 
|                                     |  |                               | 
|Common Stock, par value $0.0001      |  | 2,000,000                     | 
|Documents incorporated by reference: |  | None                          | 











EXPLANATORY
NOTE



OGL Holding Ltd. is
filing this Amendment No. 1 (this “Amendment”) to its Annual Report on Form 10-K for the fiscal year ended December
31, 2015 (the “Original Form 10-K”), which was filed with the Securities and Exchange Commission (the “SEC”)
on May 27, 2016, and which reported on the years ended December 31, 2015 and December 31, 2014, to include a revised Signature
page, Exhibit Table and revised Certifications to include the correct officers, their titles and signatures required to execute
such documents.



Except as described
above, no other changes have been made to the Original Form 10-K. This Amendment does not reflect events occurring after the date
of the Original Form 10-K or modifies or updates any of the other information contained in the Original Form 10-K in any way other
than as required to reflect the amendments discussed above. Accordingly, this Amendment should be read in conjunction with the
Original Form 10-K and our other filings with the SEC.



In addition, pursuant
to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, as a result of this Amendment, the certifications pursuant
to the Sarbanes-Oxley Act of 2002, as exhibits to the Original Form 10-K have been revised, re-executed and re-filed as of the
date of this Amendment and are included as exhibits hereto.















PART IV



Item 15. Exhibits, Financial Statement Schedules



There are no financial statement schedules.



Exhibits:



|31.1 | Certification of the Chief Executive Officer  pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|---- | -------------------------------------------------------------------------------------------------------



|31.2 | Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|---- | ------------------------------------------------------------------------------------------------------



|32.1 | Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|---- | ------------------------------------------------------------------------------------------------------



|32.2 | Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|---- | ------------------------------------------------------------------------------------------------------







SIGNATURES



Pursuant to the requirements of Section 13 or 15(d) 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
in the City of Jiangsu, China on June 15, 2016.



| | OGL HOLDINGS LTD.                                       
| | --------------------------------------------------------
| |                                                         
| | /s/Tian, ChunZhi                                        
| | Chairman and President,                                 
| |                                                         
| | /s/Cheng, Yee Fai Fred                                  
| | Chief Financial Officer and Principal Accounting Officer



Pursuant to the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.



|Signature               |  | Capacity                         |  | Date         
|----------------------- |  | -------------------------------- |  | -------------
|                        |  |                                  |  |              
|/s/ Lim, Kun Lim        |  | Chairman ,President and Director |  | June 15, 2016
|Lim, Kun Lim            |  |                                  |  |              
|                        |  |                                  |  |              
|/s/ Tian, ChunZhi       |  | CEO and Director                 |  | June 15, 2016
|Tian, ChunZhi           |  |                                  |  |              
|                        |  |                                  |  |              
|/s/ Cheng, Yee Fai Fred |  | CFO and Director                 |  | June 15, 2016
|Cheng, Yee Fai Fred     |  |                                  |  |