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 October 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 ☐
INFORMATION CONTAINED IN THIS REPORT ON FORM
6-K
BUUU Group Limited (the “Company”)
effected a ten-for-one (10-for-1) forward split of the Company’s Class A ordinary shares and Class B ordinary shares (the “Forward
Split”). The Forward Split was approved by the Company’s board of directors on September 28, 2026.
The Class A ordinary shares are expected to begin trading on a split-adjusted basis on the Nasdaq Capital Market at market open on October
26, 2026, under the Company’s existing symbol “BUUU.” The new CUSIP number of the Class A ordinary shares following
the Forward Split will be G1739L110.
As a result of the Stock Split, every one (1)
Class A ordinary share or Class B ordinary share issued and outstanding will automatically be divided into ten (10) Class A ordinary share
or Class B ordinary share, respectively.
In addition, the maximum number of shares the
Company is authorized to issue will increase proportionately from 500,000,000 shares of no par value, divided into 250,000,000 Class A
ordinary shares and 250,000,000 Class B ordinary shares, to 5,000,000,000 shares of no par value, divided into 2,500,000,000 Class A ordinary
shares and 2,500,000,000 Class B ordinary shares. The rights and restrictions attaching to each class of shares will remain unchanged,
including one vote per Class A ordinary share and twenty (20) votes per Class B ordinary share, and the Forward Split will not change
any shareholder’s percentage ownership interest or voting power in the Company. No fractional shares will result from the Forward
Split. Proportionate adjustments will be made, to the extent provided by their respective terms, to the Company’s outstanding warrants
and other securities exercisable for, convertible into or settleable in Class A ordinary shares.
On October 16, 2026, the Company issued a press releases announcing the Forward Split. a copy of the press release is furnished as Exhibit
99.1 to this report on Form 6-K.
EXHIBIT INDEX
| Exhibit No. |
|
Description |
| 99.1 |
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Press Release of BUUU Group Limited, dated October 16, 2026, titled “BUUU Group Limited Announces 10-for-1 Forward Share Split” |
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: October 23, 2026 |
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BUUU Group Limited |
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By: |
/s/ Wai Kwong, POON |
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Name: |
Wai Kwong, POON |
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Title: |
Chief Executive Officer |
Exhibit 99.1
BUUU Group Limited Announces 10-for-1 Forward
Share Split
SINGAPORE, October 16, 2026 /PRNewswire/ --
BUUU Group Limited (Nasdaq: BUUU) (“BUUU” or the “Company”) today announced that its board of directors has
approved a ten-for-one (10-for-1) forward split of the Company’s ordinary shares, to be effected by subdividing each of the Company’s
issued and unissued Class A ordinary shares and Class B ordinary shares into ten shares of the same class (the “Share Subdivision”).
The Share Subdivision is intended to make the Company’s Class A ordinary shares more accessible to a broader base of investors and
to enhance their trading liquidity. Subject to processing by Nasdaq, the Class A ordinary shares are expected to begin trading on a split-adjusted
basis on the Nasdaq Capital Market at market open on October 26, 2026, under the Company’s existing symbol “BUUU.”
The Share Subdivision follows BUUU’s completion
on September 15, 2026 of its acquisition of a 60% equity interest in Brightray Science Inc., through which the Company has established
industrialized AI data center delivery as its core growth business.
Details of the Share Subdivision
Key date. The Class A ordinary shares are
expected to begin trading on a split-adjusted basis on the Nasdaq Capital Market at market open on October 26, 2026.
Ratio and mechanics. As a result of the
Share Subdivision, each issued Class A ordinary share and each issued Class B ordinary share will be automatically subdivided into ten
shares of the same class. As a result, each shareholder will hold ten shares of the relevant class for every share held immediately before
the Share Subdivision (equivalent to nine additional shares for each share held). The Class A ordinary shares will continue to trade on
the Nasdaq Capital Market under the symbol “BUUU.” The new CUSIP number of the Class A ordinary shares following the Share
Subdivision will be G1739L110.
Authorized and outstanding shares. In connection
with the Share Subdivision, the maximum number of shares the Company is authorized to issue will increase proportionately from 500,000,000
shares of no par value, divided into 250,000,000 Class A ordinary shares and 250,000,000 Class B ordinary shares, to 5,000,000,000 shares
of no par value, divided into 2,500,000,000 Class A ordinary shares and 2,500,000,000 Class B ordinary shares.
Rights and ownership unchanged. The rights
and restrictions attaching to each class of shares will remain unchanged, including the voting rights of one vote per Class A ordinary
share and twenty votes per Class B ordinary share, and all shares of each class resulting from the Share Subdivision will rank pari passu
in all respects with each other. The Share Subdivision will not change any shareholder’s percentage ownership interest or voting
power in the Company. No fractional shares will result from the Share Subdivision.
No action required unless you hold physical
certificates. No action is required by shareholders. Shareholders who hold Class A ordinary shares through a bank, broker or other
nominee will have their positions automatically adjusted to reflect the Share Subdivision, subject to their nominee’s particular
processes. The Company’s transfer agent, VStock Transfer, LLC (“VStock”), will update the holdings of registered shareholders
in book-entry form. Registered shareholders holding share certificates will be asked to deliver a letter of transmittal to VStock to surrender
their certificates to VStock in exchange for the right to receive post-Share Subdivision ordinary shares in electronic, book-entry form.
Outstanding securities. Proportionate adjustments
will be made, to the extent provided by their respective terms, to the number of Class A ordinary shares issuable upon the exercise, conversion
or settlement of, and to the exercise price or other per-share terms of, the Company’s outstanding warrants and other securities
exercisable for, convertible into or settleable in Class A ordinary shares.
Approval. The Share Subdivision was approved
by the Company’s board of directors on September 28, 2026.
The Company will furnish a copy of this press
release to the U.S. Securities and Exchange Commission (the “SEC”) on Form 6-K.
About BUUU Group Limited
BUUU Group Limited (Nasdaq: BUUU) has established
industrialized AI data center delivery as its core growth business, operated through Brightray Science Inc., in which BUUU acquired a
controlling interest in September 2026. BUUU also provides meetings, incentives, conferences and exhibitions (MICE) solutions, including
event management and stage production, for public institutions, agencies, real estate companies and established brands.
Forward-Looking Statements
This press release contains forward-looking statements
within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, Section 21E of the U.S. Securities Exchange Act of 1934,
as amended, and the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology
such as “may,” “will,” “would,” “expect,” “anticipate,” “aim,”
“estimate,” “intend,” “plan,” “believe,” “potential,” “continue,”
“is/are likely to” and similar expressions. Forward-looking statements include statements regarding the expected timing and
effectiveness of the Share Subdivision, including the date on which the Class A ordinary shares are expected to begin trading on a split-adjusted
basis; the intended effects of the Share Subdivision, including on the accessibility and trading liquidity of the Class A ordinary shares;
and the Company’s business strategy and prospects. Such statements are based on current expectations and assumptions and involve
risks and uncertainties, many of which are beyond the control of BUUU, that could cause actual results to differ materially from those
contained in the forward-looking statements. These risks and uncertainties include, but are not limited to: delays in, or the failure
to complete, the steps required to implement the Share Subdivision, including registration of the amendment to the Company’s memorandum
and articles of association in the British Virgin Islands and processing by Nasdaq, The Depository Trust Company, the Company’s
transfer agent and brokers; the possibility that the Share Subdivision does not achieve its intended effects, including any improvement
in trading liquidity or broadening of the Company’s investor base; the market price and trading volume of the Class A ordinary shares
following the Share Subdivision, which may not adjust proportionately to the Share Subdivision, and the possibility of increased volatility;
the effect of a lower per-share trading price on the Company’s continued compliance with Nasdaq listing requirements, including
the minimum bid price requirement; the integration of Brightray into BUUU; competition in the data center industry; demand for AI computing
infrastructure; changes in laws and regulations affecting the data center and AI computing industries, including trade and export control
measures; and other risks described in BUUU’s filings with the SEC, including its most recent annual report on Form 20-F. Forward-looking
statements speak only as of the date of this press release, and BUUU undertakes no obligation to update any forward-looking statement,
except as required by applicable law.
Investor and Media Contact
BUUU Group Limited
Email: ir@buuugroup.com
