BUUU Group to buy 60% of Brightray data-center firm

BUUU Group moves into industrialized AI data centers with a majority stake in Brightray and over US$60 million of private placements to fund expansion.

Rhea-AI Filing Summary

BUUU Group Limited (BUUU) has signed a definitive agreement to acquire a 60% equity interest in Brightray Science Inc., a provider of prefabricated modular data center solutions, which will become a consolidated subsidiary upon completion, subject to customary closing conditions and regulatory approvals.

To help fund the acquisition and expand Brightray’s business, BUUU entered into private placement subscription agreements to sell units at US$10.00 per unit, each unit comprising one Class A share and one-half warrant exercisable in cash at US$10.00 per share through September 2, 2027. Together with potential warrant exercises, these financings are expected to generate aggregate gross proceeds of more than US$60 million, intended for capacity expansion and working capital.

The Brightray transaction consideration includes newly issued BUUU shares valued at a fixed price of US$20.00 per share and a promissory note convertible into up to 10 million BUUU shares, subject to a 19.99% beneficial ownership limitation and Brightray’s audited net income. BUUU also plans to relocate its corporate headquarters to Singapore and highlights Brightray’s existing 70MW in operation at a 120MW campus in Johor, Malaysia, a manufacturing base with 300MW annual capacity, and a pipeline expected to reach approximately 2GW of potential projects.

Filing Explained

The proposed financing and acquisition remain conditional, with potential proceeds dependent on closing and full cash warrant exercise.

BUUU has signed agreements to acquire 60% of Brightray and sell private-placement units, but both transactions remain subject to closing conditions; Brightray is not yet a consolidated subsidiary and the financing is not yet completed.

If the agreed shares are issued, BUUU’s share count would increase, reducing existing holders’ percentage ownership; each warrant could add another Class A share only if exercised for cash through September 2, 2027. The securities are unregistered and offered offshore, so U.S. resale requires registration or an applicable exemption.

The release’s “more than $60 million” gross-proceeds figure is conditional: it assumes financing completion and full cash exercise of the warrants, so it is not a reported amount raised. Its approximately $9 billion pipeline and approximately 2GW target also include projects under final review and letters of intent, not only final contracts; the delivery targets are not orders, backlog, or financial guidance.

Key Figures

Equity interest acquired in Brightray: 60% Private placement unit price: US$10.00 per unit Warrant exercise price: US$10.00 per share +5 more

8 metrics

Equity interest acquired in Brightray 60% Majority stake BUUU agreed to acquire in Brightray Science Inc.

Private placement unit price US$10.00 per unit Each unit includes one Class A share and one-half warrant

Warrant exercise price US$10.00 per share Purchaser Warrants exercisable in cash through September 2, 2027

Expected aggregate gross proceeds More than US$60 million From private placements plus potential cash exercise of warrants

Share consideration reference price US$20.00 per share Fixed value for newly issued BUUU Class A shares in acquisition consideration

Maximum shares under promissory note 10,000,000 shares Promissory note convertible into up to 10 million BUUU shares

Beneficial ownership limitation 19.99% Cap on Brightray sellers’ beneficial ownership of BUUU after conversion

Brightray expected pipeline Approximately 2GW Targeted pipeline across multiple regions with ~US$9 billion potential value

Key Terms

Regulation S, beneficial ownership limitation, promissory note, call option, +2 more

6 terms

Regulation S regulatory

"offered and sold in offshore transactions to non-U.S. persons in reliance on Regulation S"

Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.

beneficial ownership limitation financial

"subject to adjustment based on Brightray’s financial performance and beneficial ownership limitation of 19.99%"

A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.

promissory note financial

"and (ii) a promissory note convertible into up to 10 million BUUU shares"

A promissory note is a written IOU in which one party promises to pay a specific sum, often with interest, to another party by a set date or on demand. Investors care because it functions like a loan: it creates a legal claim on future cash flows, carries credit and timing risk, and can affect valuation or liquidity—think of it as a formal, tradable promise to be repaid that can be assessed like any other debt investment.

call option financial

"BUUU will hold a call option to acquire the remaining interest during the three-year period"

A call option is a contract that gives its buyer the right, but not the obligation, to buy a specific number of shares at a predetermined price within a set time period. Think of it as a refundable reservation to buy an item later at today’s price: you pay a fee up front and can profit if the stock rises, while your downside is limited to that fee; investors use calls to gain leverage, speculate on upside, or hedge positions without owning the shares.

forward-looking statements regulatory

"This press release contains forward-looking statements, including statements regarding the completion and benefits"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

prefabricated modular data center technical

"a provider of fully integrated, prefabricated modular data center solutions"

FAQ

What acquisition did BUUU (BUUU) announce in this Form 6-K?

BUUU agreed to acquire a 60% equity interest in Brightray Science Inc., a provider of prefabricated modular data center solutions. Upon completion, Brightray will become a consolidated subsidiary of BUUU, with the sellers retaining 40% and BUUU holding a call option on the remaining interest.

How is BUUU (BUUU) funding the Brightray acquisition and expansion?

BUUU signed private placement subscription agreements to sell units at US$10.00 per unit, each with one Class A share and one-half warrant at a US$10.00 exercise price. Together with potential cash warrant exercises, BUUU expects aggregate gross proceeds of more than US$60 million for capacity expansion and working capital.

What are the key terms of the Brightray transaction consideration for BUUU (BUUU)?

The purchase consideration includes newly issued BUUU Class A shares valued at a fixed price of US$20.00 per share and a promissory note convertible into up to 10 million BUUU shares. Conversion is subject to Brightray’s audited net income and a 19.99% beneficial ownership limitation of BUUU’s total outstanding shares.

What scale of operations and pipeline does Brightray bring to BUUU (BUUU)?

Brightray operates a 120MW campus at Sedenak Tech Park in Johor, Malaysia, with 70MW currently running and 50MW more scheduled. It has an ISO-certified manufacturing base with 300MW annual capacity and a pipeline expected to reach about 2GW, or roughly US$9 billion in potential contract value.

What strategic relocation did BUUU (BUUU) announce with this transaction?

BUUU announced that it intends to relocate its corporate headquarters to Singapore. The company states this will position it closer to regional customers, talent and capital markets as it builds industrialized AI data center delivery into its core growth business alongside Brightray.

What are the main features of the new BUUU warrants issued in the private placement?

Each Purchaser Warrant allows the holder to buy one BUUU Class A share at an exercise price of US$10.00 per share, from issuance through September 2, 2027. The warrants may be exercised for cash only and do not provide for cashless exercise.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/03/2026 - 09:19 AM Accepted by SEC EDGAR 09/03/2026 - 09:19 AM Learn about SEC filing dates

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 2026

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 September 3, 2026, BUUU Group Limited (the “Company”) entered into a definitive agreement to acquire a 60% equity interest in Brightray Science Inc. (“Brightray”), a provider of fully integrated, prefabricated modular data center solutions (the “Acquisition”). Upon completion of the Acquisition, Brightray will become a consolidated subsidiary of the Company. The Acquisition remains subject to customary closing conditions and regulatory approvals.

In connection with the Acquisition and the Company’s planned expansion of Brightray’s business, on September 3, 2026, the Company also entered into private placement subscription agreements (the “Subscription Agreements”) with certain investors (the “Purchasers”), pursuant to which the Company agreed to issue and sell to the Purchasers, in a private placement (the “Private Placement”), units (the “Purchaser Units”), with each Purchaser Unit consisting of (i) one Class A ordinary share of the Company, no par value per share (the “Class A Shares”), and (ii) one-half of a warrant to purchase one Class A Share (the “Purchaser Warrants”), at a purchase price of $10.00 per Purchaser Unit.

Each Purchaser Warrant is exercisable from the date of issuance through September 2, 2027 at an exercise price of $10.00 per Class A Share, subject to customary adjustments. The Purchaser Warrants may only be exercised for cash and do not provide for cashless exercise.

The Private Placement is expected to close no later than ten business days following the date of the Subscription Agreements, subject to the satisfaction of customary closing conditions. Together with the potential cash exercise of the Purchaser Warrants at $10.00 per Class A Share, the Private Placement is expected to generate aggregate gross proceeds to the Company of more than $60 million. The Company intends to use the proceeds to support capacity expansion and working capital requirements in connection with the expansion of Brightray’s business following the Acquisition.

The Class A Shares, the Purchaser Warrants and the Class A Shares issuable upon exercise of the Purchaser Warrants have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and are being offered and sold in offshore transactions to non-U.S. persons in reliance on Regulation S under the Securities Act. The securities may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act.

The foregoing summaries of the Subscription Agreements and the Purchaser Warrants do not purport to be complete and are subject to, and qualified in their entirety by, the forms of Subscription Agreement and Purchaser Warrant furnished as Exhibits 10.1 and 10.2, respectively, to this Report on Form 6-K and incorporated herein by reference.

On September 3, 2026, the Company issued a press release announcing the Acquisition and the Private Placement. A copy of the press release is furnished as Exhibit 99.1 to this Report on Form 6-K and is incorporated herein by reference.

EXHIBITS INDEX

Exhibit No.		Description
10.1		Form of Private Placement Subscription Agreement
10.2		Form of Purchaser’s Warrant
10.3		Form of Share Purchase Agreement
99.1		Press Release dated September 3, 2026

1

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.

	BUUU Group Limited
Date: September 3, 2026	By:	/s/ Wai Kwong, POON
	Name:	Wai Kwong, POON
	Title:	Chief Executive Officer

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Exhibit 99.1

BUUU Group Limited Signs Definitive Agreement to Acquire Majority Stake in Brightray Science Inc. and Over US$60 Million of Private Placements, Making Industrialized AI Data Center Delivery Its Core Growth Business

Six-to-nine-month delivery — half the conventional timeline; 70MW in operation in Johor, Malaysia; pipeline expected to reach approximately 2GW. BUUU is concurrently relocating its headquarters to Singapore and signing over US$60 million of private placements

SINGAPORE, September 3, 2026 — BUUU Group Limited (Nasdaq: BUUU) (“BUUU” or the “Company”) today announced that it has entered into a definitive agreement to acquire a 60% equity interest in Brightray Science Inc. (“Brightray”), a provider of fully integrated, prefabricated modular data center solutions. Founded by Mr. Bin Wang and previously supported by Tencent-affiliated investors, Brightray will become a consolidated subsidiary of BUUU upon completion of the transaction. In conjunction with the acquisition, the Company intends to relocate its corporate headquarters to Singapore.

Transaction Overview. The purchase consideration will consist of (i) newly issued BUUU Class A Ordinary Shares valued at a fixed price of US$20.00 per share and (ii) a promissory note convertible into up to 10 million BUUU shares, subject to adjustment based on Brightray’s financial performance as measured by its audited annual net income following the closing and beneficial ownership limitation of 19.99% of BUUU’s total outstanding shares. Upon completion of the transaction, the sellers will retain a 40% ownership interest in Brightray, while BUUU will hold a call option to acquire the remaining interest during the three-year period following closing. The current management and board of BUUU are expected to remain in place, and Mr. Bin Wang will join BUUU as Executive Director and Co-Chief Executive Officer. The transaction remains subject to customary closing conditions and regulatory approvals.

Why Brightray

Delivery, not demand, is the AI build-out’s rate-limiting step. Data center demand is set to nearly triple by 2030, to some 219GW; NVIDIA CEO Jensen Huang expects US$3–4 trillion of AI infrastructure spending this decade — yet build cycles stretch years, skilled labor is scarce, and a month’s delay on a 60MW facility costs some US$14.2 million. Brightray industrializes the data center: over 90% of a facility is built, integrated and tested in its factory, compressing delivery from 18–36 months to six to nine — worth around US$200 million of extra revenue-generating life on a single 50MW AI hall (McKinsey; JLL; SemiAnalysis). The industry is going modular; among 80-plus vendors, few have Brightray’s delivered hyperscale record.

NVIDIA’s Vera Rubin DSX reference design recasts the data center as one system built from pre-validated modular blocks — value accrues to whoever puts AI factories on the ground fastest. Brightray’s platform evolves with silicon: air-cooled facilities accept B300 racks today; field-delivered liquid-cooled modules interface with GB300 NVL; 300–600kW Rubin-generation architectures are under joint design, alongside 235kW systems such as AMD Helios. Post-completion, BUUU intends to pursue reference-architecture qualification with leading vendors.

Brightray at a Glance

Three delivery models on one prefabricated platform — FPD (full prefabrication: 15–50MW blocks in six to nine months), IPD (interior prefabrication, roughly 7–14 months) and CPD (containerized) — span 13.5kW air-cooled to 132–144kW liquid-cooled racks, backed by an ISO-certified 126,000-square-meter manufacturing base with 300MW annual capacity. The flagship delivery, the 120MW Sedenak Tech Park campus in Johor, Malaysia, runs 70MW for leading internet and cloud customers — the first 20MW built in eight months — with 50MW more scheduled; Johor is Asia Pacific’s largest data center market (Cushman & Wakefield).

FPD, IPD and CPD. (Source: Brightray)

FPD: 90%-plus factory integration. (Source: Brightray)

Five-step FPD delivery. (Source: Brightray)

2

IPD modules. (Source: Brightray)

The manufacturing base. (Source: Brightray)

Sedenak Tech Park campus, Johor. (Source: Brightray)

Watch the eight-month build: https://www.youtube.com/watch?v=UNjXRsrs1_I.

3

Pipeline and Singapore. Management targets roughly 1GW of deliveries over the next three fiscal years; the pipeline is expected to reach approximately 2GW — about US$9 billion in potential contract value — across Malaysia, Indonesia, Saudi Arabia, the UAE and the United States, subject to final agreements; no financial guidance is given. The Singapore headquarters puts BUUU beside the region’s customers, talent and capital markets.

Private placements. Concurrently, BUUU has entered into private placement agreements with certain investors that, together with the potential cash exercise of outstanding warrants at US$10.00 per share, are expected to generate aggregate gross proceeds of more than US$60 million. The proceeds are intended to support capacity expansion and working capital requirements. The financings remain subject to customary closing conditions.

Management Commentary

BUUU management said: “In the AI era the bottleneck is not the chips but the buildings, power and cooling they cannot run without. Brightray turned that bottleneck into a manufacturable product and proved it at hyperscale. We are acquiring the rate-limiting step of the AI economy.”

Brightray Founder Mr. Bin Wang said: “We made the data center one of the fastest parts of AI instead of the slowest. With BUUU we gain the capital base and international standing to take this model global.”

About BUUU Group Limited

BUUU Group Limited (Nasdaq: BUUU) is a premier MICE solutions provider spanning event management and stage production, serving public institutions, agencies, real estate corporations and established brands. As announced today, it is relocating its corporate headquarters to Singapore. Its Class A shares trade on the Nasdaq Capital Market as “BUUU”.

About Brightray

Brightray is an AI infrastructure industrialization company that accelerates data center deployment through prefabricated, modular and standardized solutions — design, manufacturing, delivery and lifecycle support across IPD, CPD and FPD — and is expanding across Southeast Asia, the United States, the Middle East and Europe. See www.brightraydc.com.

Investor and Media Contacts: BUUU Group Limited — ir@buuugroup.com

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Forward-Looking Statements and Disclaimers

This press release contains forward-looking statements, including statements regarding the completion and benefits of the proposed acquisition, the consideration issuable, the call option, Brightray’s pipeline and its conversion, delivery targets and capacity plans, reference-architecture qualification, and the headquarters relocation. Words like “may”, “will”, “expect” and “target” identify them. They are not guarantees of performance and involve risks and uncertainties — closing conditions, the target group’s performance (on which the consideration depends), integration — that could cause actual results to differ materially; see the “Risk Factors” in the Company’s SEC filings at www.sec.gov. The Company undertakes no obligation to update them except as law requires. The ~2GW pipeline (~US$9 billion, on a Brightray solution-scope contract-value basis) comprises signed projects, projects under final review and letters of intent — not all final contracts; delivery targets are management plans, not orders, backlog or guidance, and may not be realized. The profit guarantee is a contractual consideration-adjustment mechanism, not a forecast. Neither company has any agreement with NVIDIA Corporation, Advanced Micro Devices, Inc. or any other accelerator vendor regarding qualification or cooperation, with no assurance that qualification will be obtained. Third-party market data comes from public sources, not independently verified. This press release is not an offer to sell or a solicitation to buy securities; the consideration shares have not been registered under the U.S. Securities Act of 1933 and may not be offered or sold in the U.S. absent registration or an exemption. The private placements are signed, not completed; the anticipated proceeds assume PIPE completion and full cash warrant exercise, neither assured; those securities are likewise unregistered. NVIDIA, Vera Rubin, DSX, GB300 and B300 are trademarks of NVIDIA Corporation, and AMD and Helios of Advanced Micro Devices, Inc.; third-party references imply no affiliation or endorsement. Photographs and video are Brightray’s, used with permission.

— ENDS —

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Filing Exhibits & Attachments

4 documents

Press Releases

• EX-99.1 PRESS RELEASE DATED SEPTEMBER 3, 2026 18.8 KB

Agreements & Contracts

• EX-10.1 FORM OF PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT 73.2 KB
• EX-10.2 FORM OF PURCHASER'S WARRANT 60.8 KB
• EX-10.3 FORM OF SHARE PURCHASE AGREEMENT 347.8 KB