Energys Group (ENGS) completes US$9.01M unit financing with two-year warrants

Rhea-AI Filing Summary

Energys Group Limited closed a previously announced private placement of 15,669,556 units on February 5, 2026 at US$0.575 per unit, for expected aggregate gross proceeds of about US$9.01 million before expenses.

Each unit includes one ordinary share plus two warrants: a Series A warrant with a US$0.69 exercise price and a Series B warrant with a US$0.805 exercise price, each to purchase one share and expiring two years from issuance. The warrants become exercisable once the relevant investor has fully paid its subscription amount. Investors are contractually required to fund their subscription amounts after closing, so the company did not receive the full gross proceeds on the closing date.

Insights

Equity capital markets analyst

Energys Group completes a multi-layer equity and warrant financing.

The company completed a private placement of 15,669,556 units at US$0.575 per unit, implying expected gross proceeds of about US$9.01 million before expenses. Each unit bundles one ordinary share with two detachable warrants, expanding potential future equity issuance.

Each Series A warrant carries a US$0.69 exercise price and each Series B warrant a US$0.805 exercise price, both expiring two years from issuance. Warrants only become exercisable once each investor has fully funded its subscription amount, and investors are obligated to pay after the closing date.

The structure provides immediate and potential follow-on funding capacity, but the actual impact on the share count and capital structure will depend on how quickly subscription amounts are paid and whether the warrants are exercised within the two-year window.

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 OF THE

SECURITIES EXCHANGE ACT OF 1934

For the month of February 2026

Commission File Number: 001-41975

ENERGYS GROUP LIMITED

(Translation of registrant’s name into English)

Franklyn House, Daux Road

Billingshurst, West Sussex

RH149SJ

United Kingdom

(Address of principal executive offices)

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 ☐

Consummation of the Private Placement

As previously disclosed in a Report on Form 6-K furnished to the Securities and Exchange Commission on January 29, 2026, Energys Group Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”) entered into a securities purchase agreement (the “Securities Purchase Agreement”) with certain accredited investors for a private placement offering.

Pursuant to the terms of the Securities Purchase Agreement, on February 5, 2026, the Company consummated the Private Placement, pursuant to which the Company sold, and the investors purchased, 15,669,556 units (the “Units”) at a purchase price of US$0.575 per Unit (collectively, the “Private Placement”).

Each Unit consists of (i) one of the Company’s ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), (ii) one series A warrant (the “Series A Warrant”) to purchase up to one Ordinary Share, and (iii) one series B warrant (the “Series B Warrant,” together with the Series A Warrant, the “Warrant”) to purchase up to one Ordinary Share. Each Series A Warrant has an exercise price of US$0.69 per share, and each Series B Warrant has an exercise price of US$0.805 per share. Each Warrant will be exercisable commencing on the date on which such Purchaser has paid or caused to be paid its subscription amount in full to the Company in accordance with the Securities Purchase Agreement, and will expire two years from the date of issuance.

The aggregate gross proceeds to the Company from the Private Placement were expected to be approximately US$9.01 million, before deducting any offering expenses payable by the Company, and excluding any proceeds that may be received by the Company from the exercise of the Warrants. Pursuant to the terms of the Securities Purchase Agreement, the investors are obligated to pay their respective subscription amounts to the Company following the Closing. As such, the full amount of the gross proceeds was not received by the Company on the Closing date.

Forward-Looking Statements

Certain statements in this report on Form 6-K are forward-looking statements. These forward-looking statements are made under the “safe-harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company’s current expectations and projections about future events that the Company believes may affect its financial condition, results of operations, business strategy and financial needs. These statements include, but are not limited to, statements regarding the anticipated use of proceeds. Investors can find many (but not all) of these statements by the use of words such as “approximates,” “believes,” “hopes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “plans,” “will,” “would,” “should,” “could,” “may” or other similar expressions. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company’s registration statement and other filings with the Securities and Exchange Commission.

SIGNATURE

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.

Dated: February 9, 2026	ENERGYS GROUP LIMITED
	By:	/s/ Michael Lau
	Name:	Michael Lau
	Title:	Chief Technology Officer and Executive Director

FAQ

What did Energys Group Limited (ENGS) announce in its February 2026 Form 6-K?

Energys Group Limited reported closing a private placement of 15,669,556 units at US$0.575 per unit. The transaction is expected to generate about US$9.01 million in gross proceeds before expenses and excludes any additional cash that might come from future warrant exercises.

How is each unit structured in Energys Group Limited’s (ENGS) private placement?

Each unit consists of one ordinary share plus two warrants: a Series A warrant and a Series B warrant. Each warrant allows the holder to purchase one additional ordinary share at set exercise prices, creating potential future equity issuance if investors choose to exercise them.

What are the exercise prices and terms of the warrants issued by Energys Group Limited (ENGS)?

Each Series A warrant has an exercise price of US$0.69 per share and each Series B warrant has an exercise price of US$0.805 per share. Both warrant series expire two years from issuance and become exercisable only after the investor’s subscription amount is fully paid.

How much capital is Energys Group Limited (ENGS) expecting to raise from this private placement?

The company expects aggregate gross proceeds of approximately US$9.01 million from selling 15,669,556 units at US$0.575 each. This figure is before deducting offering expenses and does not include any additional proceeds that could result from future exercises of the attached warrants.

Did Energys Group Limited (ENGS) receive all private placement proceeds at closing?

No. Under the securities purchase agreement, investors are obligated to pay their subscription amounts to the company following closing. As a result, Energys Group Limited did not receive the full gross proceeds on the closing date, even though the private placement itself was consummated.

When do the new warrants issued by Energys Group Limited (ENGS) become exercisable?

Each warrant becomes exercisable on the date the relevant purchaser has paid its entire subscription amount to the company. From that issuance date, both the Series A and Series B warrants remain exercisable for two years, after which they expire if not exercised.