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 September 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 ☐
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 (the “Over-Allotment Option”), exercisable
by the Representative, to purchase up to an additional 225,000 Class A Ordinary Shares to cover over-allotments, if any.
On
August 27, 2025, the Representative partially exercised its Over-Allotment Option to purchase an additional 175,000 Class A Ordinary
Shares of the Company at the public offering price of US$4.00 per share. The closing for the sale of the Over-Allotment Option took place
on September 3, 2025. As a result, the gross proceeds of the Company’s initial public offering, including the proceeds from the
exercise of the Over-Allotment Option, totaled approximately US$6.7 million, before deducting underwriting discounts and other related
expenses.
A
copy of the press release announcing the Representative’s exercise of the Over-Allotment Option is attached as Exhibit 99.1 and
incorporated herein by reference.
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 |
| 99.1 |
|
Press Release dated September 3, 2025, announcing the
exercise of the over-allotment option |
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: September 3, 2025 |
BUUU Group Limited |
| |
|
|
| |
By: |
/s/ Wai
Kwong, POON |
| |
Name: |
Wai Kwong, POON |
| |
Title: |
Chief Executive Officer and Director |
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