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 July 2026
Commission File Number: 001-42602
Everbright Digital Holding Limited
Unit 1A, 10/F,
C-Bons International Centre,
108 Wai Yip Street, Kwun Tong,
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 July 28, 2026, Everbright Digital Holding Limited
(the “Company”) completed its previously announced best-efforts registered offering (the “Offering”), pursuant
to which the Company agreed to issue and sell 4,293,000 ordinary shares of the Company, par value of $0.00064 per share (each, an “Ordinary
Share”), at an offering price of US$1.88 per Ordinary Share, for gross proceeds of approximately $8.07 million, before deducting
placement agent fees, expenses and other estimated expenses payable by the Company.
WestPark Capital, Inc. acted as the sole placement
agent (the “Placement Agent”) in the Offering pursuant to a Placement Agency Agreement dated July 24, 2026, by and between
the Company and the Placement Agent. Pursuant to the Placement Agency Agreement, the Placement Agent received at the closing of the Offering
a fee of 6.5% of the gross proceeds of the Offering and reimbursement of up to $75,000 for its actual and accountable out-of-pocket expenses
and disbursements related to the Offering.
The foregoing description of the Placement Agency
Agreement is qualified by reference to the full text of such documents, which are furnished as Exhibit 1.1 to this report.
The securities in the Offering were offered pursuant
to the Company’s registration statement on Form F-1 (File No. 333-297089), as amended, which was initially filed with the Securities
and Exchange Commission (the “SEC”) on May 14, 2026, and declared effective by the SEC on July 23, 2026.
Following the closing of the Offering, the Company
has 5,959,275 Ordinary Shares issued and outstanding.
In connection with the Offering, the Company issued
a press release on July 26, 2026, announcing the pricing of the Offering and a press release on July 28, 2026, announcing the closing
of the Offering, respectively. A copy of each press release is furnished as Exhibit 99.1 and Exhibit 99.2 to this report, respectively.
This Report shall not constitute an offer to sell
or a solicitation of an offer to buy any Ordinary Shares, nor shall there be any sale of Ordinary Shares in any state or jurisdiction
in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any
such state or other jurisdiction.
Exhibits.
The following exhibits are
being filed herewith:
| Exhibit No. |
|
Description |
| 1.1 |
|
Form of Placement Agency Agreement |
| 99.1 |
|
Press Release, dated July 26, 2026 |
| 99.2 |
|
Press Release, dated July 28, 2026 |
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: July 30, 2026 |
Everbright Digital Holding Limited |
| |
|
| |
By: |
/s/ Leung Chun Yip |
| |
Name: |
Leung Chun Yip |
| |
Title: |
Chief Executive Officer |
Exhibit
99.1
Everbright Digital Holding Limited Announces
Pricing of $8.07 Million Public Offering
Hong Kong, July 26, 2026 (GLOBE NEWSWIRE)
-- Everbright Digital Holding Limited (NASDAQ: EDHL) (“Company” or “Everbright”), an integrated marketing solutions
provider headquartered in Hong Kong, today announced the pricing of its public offering (“Offering”) for the purchase and
sale of 4,293,000 of the Company’s ordinary shares, par value US$0.00064 per share (the “Ordinary Shares”). Each Ordinary Share
will be sold at an offering price of $1.88 per share. The gross proceeds to the Company from the Offering are expected to be approximately
$8.07 million, before deducting placement agent fees and other Offering expenses payable by the Company
WestPark Capital, Inc. is the sole placement
agent for the Offering. The Offering is expected to close on or about July 28, 2026, subject to customary closing conditions.
The Company intends to use the net proceeds
from the Offering for working capital and general corporate purposes.
Ortoli Rosenstadt LLP is acting as counsel
to the Company, and Sheppard, Mullin, Richter & Hampton LLP is acting as counsel to the placement agent, in connection with the Offering.
The Ordinary Shares are being offered pursuant
to a registration statement on Form F-1, as amended (File No. 333-297089) (the “Registration Statement”), which was initially
filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 14, 2026, and declared effective by the SEC on July
23, 2026. The Offering is being made only by means of a prospectus which is a part of the Registration Statement. A preliminary prospectus
relating to the Offering has been filed with the SEC. Copies of the final prospectus relating to the Offering, when available, may be
obtained from WestPark Capital, Inc., 1800 Century Park East, Suite 220, Los Angeles, California 90067. In addition, a copy of the final
prospectus, when available, can also be obtained via the SEC’s website at http://www.sec.gov.
Before you invest, you should read the prospectus
and other documents the Company has filed or will file with the SEC for more information about the Company and the Offering. This press
release shall not constitute an offer to sell or the solicitation of an offer to buy the securities described herein, 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 registration
or qualification under the securities laws of any such state or jurisdiction.
About Everbright Digital Holding Limited
Everbright Digital Holding Limited is an integrated
marketing solutions provider headquartered in Hong Kong. The Company conducts all operations in Hong Kong through its operating subsidiary,
Hong Kong United Metaverse Limited. The Company is an integrated marketing solutions provider in Hong Kong that is deeply involved in
the metaverse and related technologies, providing one-stop digital marketing services to support businesses through every stage of their
development, including metaverse stimulation, virtual reality (VR) and augmented reality (AR) design and creation, creative event planning
and management, IP character creation and social media marketing.
For more information, please visit the Company’s
website: https://umeta.hk/.
Forward-Looking Statements
This press release contains forward-looking
statements. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance,
and underlying assumptions and other statements that are statements other than historical facts. When the Company and its management uses
words such as “may, “will, “intend,” “should,” “believe,” “expect,” “anticipate,”
“project,” “estimate” or similar expressions that do not relate solely to historical matters, it is making forward-looking
statements. These forward-looking statements include, without limitation, statements regarding the expected trading of the Company’s
shares of common stock on the Nasdaq Capital Market, the closing of the Offering and the intended use of proceeds. Forward-looking statements
are not guarantees of future performance and involve risks and uncertainties that may cause actual results to differ materially from the
Company’s expectations discussed in the forward-looking statements. These statements are subject to uncertainties and risks including,
but not limited to, the uncertainties related to market conditions and the completion of the initial public offering on the anticipated
terms or at all, and other factors discussed in the “Risk Factors” section of the Company’s registration statement filed
with the SEC. For these reasons, among others, investors are cautioned not to place undue reliance upon any forward-looking statements
in this press release. Additional factors are discussed in the Company’s filings with the SEC, which are available for review at http://www.sec.gov.
The Company undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise
after the date hereof.
For investor and media inquiries, please
contact:
Everbright Digital Holding Limited
Leung Chun Yip, CEO
Email: michael@umeta.hk
Exhibit
99.2
Everbright Digital Holding Limited Announces Closing of $8.07 Million
Public Offering
Hong Kong, July 28, 2026 (GLOBE NEWSWIRE) -- Everbright Digital Holding
Limited (NASDAQ: EDHL) (“Company” or “Everbright”), an integrated marketing solutions provider headquartered in
Hong Kong, today announced the closing of its previously announced registered public offering conducted on a best-efforts basis (“Offering”).
The Company issued 4,293,000 of the Company’s ordinary shares, par
value US$0.00064 per share (the “Ordinary Shares”). Each Ordinary Share was sold at an offering price of $1.88 per share. The
gross proceeds to the Company from the Offering were approximately $8.07 million, before deducting placement agent fees and other Offering
expenses payable by the Company. The Company intends to use the net proceeds from the Offering for working capital and general corporate
purposes.
WestPark Capital, Inc. is the sole placement agent for the Offering.
Ortoli Rosenstadt LLP acted as counsel to the Company regarding U.S. securities law matters, and Sheppard, Mullin, Richter & Hampton
LLP acted as counsel to the placement agent, in connection with the Offering.
The Ordinary Shares were offered pursuant to a registration statement
on Form F-1 (File No. 333-297089) (the “Registration Statement”), which was filed with the U.S. Securities and Exchange Commission
(the “SEC”) on May 14, 2026, and declared effective by the SEC on July 23, 2026. The Offering was made only by means of a
prospectus which is a part of the Registration Statement. Copies of the final prospectus relating to the Offering may be obtained from
WestPark Capital, Inc., 1800 Century Park East, Suite 220, Los Angeles, California 90067. In addition, a copy of the final prospectus
can also be obtained via the SEC’s website at http://www.sec.gov.
Before you invest, you should read the prospectus and other documents
the Company has filed or will file with the SEC for more information about the Company and the Offering. This press release shall not
constitute an offer to sell or the solicitation of an offer to buy the securities described herein, 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 registration or qualification
under the securities laws of any such state or jurisdiction.
About Everbright Digital Holding Limited
Everbright Digital Holding Limited is an integrated marketing solutions
provider headquartered in Hong Kong. The Company conducts all operations in Hong Kong through its operating subsidiary, Hong Kong United
Metaverse Limited. The Company is an integrated marketing solutions provider in Hong Kong that is deeply involved in the metaverse and
related technologies, providing one-stop digital marketing services to support businesses through every stage of their development, including
metaverse stimulation, virtual reality (VR) and augmented reality (AR) design and creation, creative event planning and management, IP
character creation and social media marketing.
For more information, please visit the Company’s website: https://umeta.hk/.
Forward-Looking Statements
This press release contains forward-looking statements. Forward-looking
statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions
and other statements that are statements other than historical facts. When the Company and its management use words such as “may,”
“will,” “intend,” “should,” “believe,” “expect,” “anticipate,”
“project,” “estimate” or similar expressions that do not relate solely to historical matters, it is making forward-looking
statements. These forward-looking statements include, without limitation, statements regarding the expected trading of the Company’s
Ordinary Shares on the Nasdaq Capital Market and the intended use of proceeds. Forward-looking statements are not guarantees of future
performance and involve risks and uncertainties that may cause actual results to differ materially from the Company’s expectations
discussed in the forward-looking statements. These statements are subject to uncertainties and risks including, but not limited to, the
uncertainties related to market conditions and the Company’s use of the net proceeds from the Offering, and other factors
discussed in the “Risk Factors” section of the Company’s Registration Statement filed with the SEC. For these reasons,
among others, investors are cautioned not to place undue reliance upon any forward-looking statements in this press release. Additional
factors are discussed in the Company’s filings with the SEC, which are available for review at http://www.sec.gov.
The Company undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise
after the date hereof.
For investor and media inquiries, please contact:
Everbright Digital Holding Limited
Leung Chun Yip, CEO
Email: michael@umeta.hk
