BUUU Group closes 60% Brightray data-center deal

BUUU Group closed its 60% acquisition of Brightray Science with share and note consideration, adding a modular data center business and creating a sizable equity-based earn-out.

Rhea-AI Filing Summary

BUUU Group Ltd (BUUU) completed the acquisition of a 60% equity interest in Brightray Science Inc., a provider of prefabricated modular data center solutions, on September 15, 2026, making Brightray a consolidated subsidiary. The deal was completed under a previously signed share purchase agreement with DeedTech Inc. and Wang Bin.

As consideration, BUUU issued 2,000,000 Class A ordinary shares at a fixed issue price of US$20.00 per share and delivered a US$200,000,000 non‑negotiable, non‑transferable promissory note, settleable solely in Class A shares at US$20.00 per share in annual installments based on Brightray’s Net Profit for the fiscal years ending June 30, 2027, 2028 and 2029. The consideration shares and any shares issued on the note are subject to lock-up and transfer restrictions. BUUU also holds a three‑year call option to acquire the remaining 40% of Brightray. After the issuance, BUUU has 18,847,500 ordinary shares outstanding (13,847,500 Class A and 5,000,000 Class B), and the seller holds about 10.6% of the shares, representing about 1.8% of the voting power.

Positive

• 60% acquisition of Brightray Science Inc. adds a modular data center solutions business and makes Brightray a consolidated subsidiary, potentially expanding BUUU Group Ltd’s operating scope and revenue base.
• The US$200,000,000 promissory note is settleable in shares based on Brightray’s Net Profit for 2027–2029, aligning a large part of the purchase price with the acquired business’s future performance.

Negative

• BUUU issued 2,000,000 new Class A shares, increasing total shares outstanding to 18,847,500, and granted a US$200,000,000 share‑settleable promissory note, creating significant potential equity overhang and ownership dilution over time.
• The seller now holds about 10.6% of BUUU’s shares, which concentrates a notable ownership stake in a single counterparty, even though it represents only about 1.8% of voting power due to the dual‑class structure.

Key Figures

Equity interest acquired in Brightray: 60% Consideration Shares issued: 2,000,000 Class A ordinary shares Issue price per Consideration Share: US$20.00 per share +5 more

8 metrics

Equity interest acquired in Brightray 60% Equity stake in Brightray Science Inc. acquired on September 15, 2026

Consideration Shares issued 2,000,000 Class A ordinary shares Issued to DeedTech Inc. at closing of the Brightray acquisition

Issue price per Consideration Share US$20.00 per share Fixed issue price for Class A Consideration Shares

Promissory note face amount US$200,000,000 Non-negotiable, non-transferable note settleable in Class A shares

Total ordinary shares outstanding after closing 18,847,500 shares Post-transaction share count including both classes

Class A ordinary shares outstanding 13,847,500 shares Post-transaction Class A share count

Class B ordinary shares outstanding 5,000,000 shares Post-transaction Class B share count

Seller’s ownership and voting power 10.6% ownership; 1.8% voting power DeedTech Inc.’s stake in BUUU after the transaction

Key Terms

promissory note, Net Profit, lock-up, call option, +1 more

5 terms

promissory note financial

"a non-negotiable, non-transferable promissory note in an initial face amount"

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.

Net Profit financial

"installments determined by reference to the Net Profit of Brightray"

Net profit is the amount of money a company keeps after paying every operating cost, interest, taxes and any one-time charges out of its total sales. Think of it as the cash left in your wallet after you settle all your bills; it tells investors whether the business truly earned money during a period and helps assess profitability, how much can be returned to shareholders or reinvested, and the company’s financial health.

lock-up financial

"subject to the lock-up and transfer restrictions set forth"

A lock-up is an agreement that prevents company insiders, early investors or employees from selling their shares for a set period after a public share offering. It matters to investors because it temporarily limits the number of shares available to trade—like a scheduled hold on extra inventory—and when that hold ends a large number of shares can enter the market, potentially putting downward pressure on the stock price and revealing insiders’ confidence in the company.

call option financial

"The Company holds a call option, exercisable during the three years"

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.

consolidated subsidiary financial

"Brightray became a consolidated subsidiary of the Company"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What transaction did BUUU (BUUU) complete with Brightray Science Inc.?

BUUU Group Ltd closed the acquisition of a 60% equity interest in Brightray Science Inc. on September 15, 2026, making Brightray a consolidated subsidiary and adding a prefabricated modular data center solutions business.

How did BUUU (BUUU) pay for the 60% Brightray acquisition?

BUUU issued 2,000,000 Class A ordinary shares at US$20.00 per share and delivered a US$200,000,000 promissory note settleable solely in Class A shares at US$20.00 per share, with installments tied to Brightray’s Net Profit for fiscal years 2027–2029.

What are BUUU’s (BUUU) total shares outstanding after the Brightray deal?

Following the Brightray transaction, BUUU has 18,847,500 ordinary shares outstanding, consisting of 13,847,500 Class A ordinary shares and 5,000,000 Class B ordinary shares.

What ownership and voting stake does the seller hold in BUUU (BUUU) after closing?

After the transaction, the seller holds approximately 10.6% of BUUU’s total issued and outstanding shares, representing about 1.8% of the company’s total voting power.

Does BUUU (BUUU) have the right to buy the remaining 40% of Brightray?

Yes. BUUU holds a call option, exercisable during the three years following closing, to acquire the remaining 40% equity interest in Brightray Science Inc.

Are the BUUU shares issued for the Brightray acquisition freely tradable?

No. The Consideration Shares and any Class A ordinary shares issued in settlement of the US$200,000,000 promissory note are subject to lock-up and transfer restrictions under the share purchase agreement.

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

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Available on EDGAR 09/16/2026 - 08:00 AM Accepted by SEC EDGAR 09/16/2026 - 08:00 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 ☐

Closing of Acquisition of 60% Equity Interest in Brightray Science Inc.

On September 15, 2026, BUUU Group Limited, a company incorporated in the British Virgin Islands (the “Company”), closed its previously announced acquisition of a 60% equity interest in Brightray Science Inc. (“Brightray”), a provider of fully integrated, prefabricated modular data center solutions. Upon the closing of the transaction, Brightray became a consolidated subsidiary of the Company.

As previously disclosed in the Report on Form 6-K of the Company filed with the Securities and Exchange Commission on September 3, 2026, the Company entered into a share purchase agreement (the “Share Purchase Agreement”) with DeedTech Inc. (the “Seller”) and Mr. Wang Bin on September 3, 2026. At the closing of the transaction contemplated under the Share Purchase Agreement (the “Closing”), the Company issued to the Seller (i) 2,000,000 Class A ordinary shares of the Company (the “Consideration Shares”) at a fixed issue price of US$20.00 per share, and (ii) a non-negotiable, non-transferable promissory note in an initial face amount of US$200,000,000 (the “P-Note”), which is settleable solely in Class A ordinary shares of the Company at a fixed issue price of US$20.00 per share in annual installments determined by reference to the Net Profit (as defined in the Share Purchase Agreement) of Brightray for the fiscal years ending June 30, 2027, 2028 and 2029. The Consideration Shares and any Class A ordinary shares issued in settlement of the P-Note are subject to the lock-up and transfer restrictions set forth in the Share Purchase Agreement. The Company holds a call option, exercisable during the three years following the Closing, to acquire the remaining 40% equity interest in Brightray.

Following this issuance and the Closing, the Company has a total of 18,847,500 issued and outstanding ordinary shares, consisting of 13,847,500 Class A ordinary shares and 5,000,000 Class B ordinary shares. The Seller holds approximately 10.6% of the total issued and outstanding shares of the Company, representing approximately 1.8% of the total voting power.

1

EXHIBITS INDEX

Exhibit No.		Description
10.1		Non-Negotiable, Non-Transferable Promissory Note dated September 15, 2026 issued by BUUU Group Limited to DeedTech Inc.

2

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 16, 2026	By:	/s/ Wai Kwong, POON
	Name:	Wai Kwong, POON
	Title:	Chief Executive Officer

3

Filing Exhibits & Attachments

1 document

Agreements & Contracts

• EX-10.1 NON-NEGOTIABLE, NON-TRANSFERABLE PROMISSORY NOTE DATED SEPTEMBER 15, 2026 ISSUED 14.8 KB