BUUU Group Ltd — Capital/Financing Update 2025

Aug 15, 2025

6-K 1 ea0253433-6k_buuu.htm REPORT OF FOREIGN PRIVATE ISSUER

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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

For the month of August 2025

Commission File Number: 001-42803

BUUU Group Limited

(Translation of registrant’s name into English)

Flat B, 16/F, Ford Glory Plaza

37 Wing Hong Street

Cheung Sha Wan, Hong Kong

(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 ☐

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On August 13, 2025, BUUU Group Limited, a British Virgin Islands company (the “Company”), entered into an underwriting agreement with Dominari Securities LLC (the “Representative”), the representative of the underwriters named therein (the “Underwriters”), pursuant to which the Company agreed to sell to the Underwriters in a firm commitment underwritten initial public offering (the “IPO”) an aggregate of 1,500,000 Class A ordinary shares, of no par value (the “Class A Ordinary Shares”), at an offering price of $4.00 per share. The Company has also granted the Underwriters a 45-day option, exercisable by the Representative , to purchase up to an additional 225,000 Class A Ordinary Shares to cover over-allotments, if any. The underwriting agreement is attached hereto as Exhibit 1.1 and is incorporated by reference herein.

The Company completed the IPO pursuant to its registration statement on Form F-1 (File No. 333-286203, “Form F-1”), originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 28, 2025, as amended (the “Registration Statement”). The Registration Statement was declared effective by the SEC on August 13, 2025. The Class A Ordinary Shares were approved for listing on the Nasdaq Capital Market and commenced trading under the ticker symbol “BUUU” on August 14, 2025. On August 15, 2025, the Company closed its IPO.

In connection with the IPO, the Company issued a press release on August 13, 2025, announcing the pricing of the IPO and a press release on August 15, 2025, announcing the closing of the IPO, respectively. Copies of each press release are attached hereto as Exhibit 99.1 and Exhibit 99.2 and are incorporated by reference herein.

This report does not constitute an offer to sell, or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.

EXHIBITS INDEX

| Exhibit
No. | Description |
| --- | --- |
| 1.1 | Underwriting Agreement |
| 99.1 | Pricing Press Release |
| 99.2 | Closing Press Release |

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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.

Date: August 15, 2025
By:	/s/ Wai Kwong, POON
Name:	Wai Kwong, POON
Title:	Chief Executive Officer and Director

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