Graphex Group (GRFXF) grants option for potential US$100M sale of Graphex Technologies LLC

Rhea-AI Filing Summary

Graphex Group Limited reports that a wholly owned subsidiary has granted M2i Global, Inc. an option to acquire 100% of the limited liability units of Graphex Technologies LLC. M2i Global agreed to pay option consideration of US$500,000 (about HK$3.9 million) in cash for the right to call for this sale during the option term, subject to conditions precedent.

If the option is exercised and the conditions are met, the purchaser may buy all of the units of Graphex Technologies LLC for sale consideration of US$100,000,000 (about HK$780 million), to be paid in cash and M2i Global shares. The contemplated definitive agreement includes a non‑compete by Graphex on specified graphite products in North America, Australia, New Zealand, Europe (including Ukraine), Japan, Korea and Africa, and technical support for up to five years after closing. Graphex also agreed not to solicit or enter into alternative sale agreements for these units while the option agreement is in effect, and there is no assurance that the option will be exercised or a definitive agreement completed.

Insights

Cross-border M&A and corporate finance analyst

Graphex grants a paid option for a possible US$100M graphite unit sale.

Graphex Group Limited has agreed that its subsidiary will grant M2i Global, Inc. an option over 100% of the units of Graphex Technologies LLC. The purchaser pays option consideration of US$500,000, giving it discretion during the option term to trigger a potential acquisition at a stated sale consideration of US$100,000,000, paid in cash and M2i shares, once conditions precedent are fulfilled.

The contemplated definitive agreement would impose a non‑compete on Graphex for specified graphite products across North America, Australia, New Zealand, Europe (including Ukraine), Japan, Korea and Africa, and require technical support for up to five years after closing. Graphex also commits not to solicit or enter into other sale agreements for these units while the option agreement remains in effect, which effectively ties this asset to a single potential buyer for the option term.

The announcement characterizes this as a possible "very substantial disposal" of an indirect wholly owned subsidiary, but completion is uncertain because the purchaser is not obligated to exercise the option and the deal remains subject to conditions precedent and definitive documentation. Subsequent disclosures, including any exercise of the option or execution of a definitive agreement, would clarify the ultimate impact on Graphex’s structure and graphite business footprint.

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 December 2025

Commission File Number 001-41471

Graphex Group Limited

(Translation of registrant’s name into English)

11/F COFCO Tower 262 Gloucester Road Causeway Bay

Hong Kong

Tel: + 852 2559 9438

(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

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

Graphex Group Limited.

Form 6-K

TABLE OF CONTENTS

Item		Page
Other Matters		3
Signatures		4
Exhibit Index		5

2

Other Matters

Graphex Group Limited (OTC Expert Market) | HKSE: 6128).

Graphex Group Limited (the “Company” or “we”) is an issuer with its ordinary shares listed on The Stock Exchange of Hong Kong Limited (“HKSE”) and American Depository Shares (“ADSs”) that are traded on the OTC Expert Market. Under the Rules Governing the Listing of Securities on the HKSE (“Listing Rules”), we published the announcement that is attached to this Report (the “Announcement”) that announced that on 1 December 2025 (Hong Kong time and after trading hours) (1) Happy Growth Group Limited, a company incorporated in the British Virgin Islands, a wholly-owned subsidiary of the Company (“Vendor”), (2) M2i Global, Inc., a Nevada corporation, the common shares of which are listed and traded on OTCQB market under ticker symbol: “MTWO” (the “Purchaser”), and (3) Graphex Technologies LLC, a Delaware limited liability company and an indirect wholly-owned subsidiary of the Company (the “Disposal Company”), entered into an agreement (the “Agreement”) pursuant to which the Vendor has conditionally agreed to grant, and the Purchaser has conditionally agreed to acquire, an option (the “Option”) at the Option consideration of US$500,000 (equivalent to HK$3,900,000) in cash, whereby the Purchaser may within the Option term and subject to the fulfilment of all of the conditions precedent at its discretion call upon the Vendor to proceed with the Possible Disposal to sell the Sale Units, representing 100% of the issued and outstanding limited liability Units of the Disposal Company (“Sale Units”), to the Purchaser for the Sale Units consideration of US$100,000,000 (equivalent to HK$780,000,000), which will be satisfied in cash and shares of Purchaser. The terms of this transaction, including without limitation, the conditions precedent, are summarized in the Announcement that is attached to this Report as Exhibit 99.1. The definitive agreement will include the terms and conditions summarized in the Announcement including that Vendor will not compete on any of the graphite products that are manufactured by the Disposal Company by applying the specified patents and licensed patents within the North America, Australia, New Zealand and Europe including Ukraine, Japan, Republic of Korea and Africa and that we will provide technical support for a period of up to 5 years from the closing of the sale under the definitive agreement. The Agreement includes that we will not, directly or indirectly, solicit or enter into an agreement for the sale of the Sale Units for so long as the Agreement is in effect. There can be no assurance that the Option will be exercised by Purchaser or that if exercised that the definitive agreements will be executed and delivered.

The information provided in this Report described above is not complete and subject to the terms and provisions set forth in the Announcement (and the description herein are qualified in their entirety by reference to the Announcement). The information in this Report is for informational purposes only and is neither an offer to sell nor a solicitation of an offer to purchase any securities of Graphex Group Limited, including but not limited to its American Depositary Shares.

3

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.

	GRAPHEX GROUP LIMTED
	By:	/s/ Andross Chan
		Andross Chan
		Chief Executive Officer

Date: December 2, 2025

4

EXHIBIT INDEX

Exhibit No.		Exhibit
99.1		Announcement regarding Option Purchase Agreement Proposed Mandate In Relation To The Possible Very Substantial Disposal of An Indirect Wholly-Owned Subsidiary of The Company

5

FAQ

What transaction did Graphex Group Limited (GRFXF) announce in this 6-K?

Graphex Group Limited disclosed that a wholly owned subsidiary granted M2i Global, Inc. an option to acquire 100% of the limited liability units of Graphex Technologies LLC, an indirect wholly owned subsidiary.

How much is M2i Global paying for the option over Graphex Technologies LLC?

M2i Global agreed to pay option consideration of US$500,000, described as equivalent to HK$3,900,000, in cash for the right to call for the sale of all units of Graphex Technologies LLC during the option term, subject to conditions precedent.

What is the potential sale price if the option on Graphex Technologies LLC is exercised?

If the option is exercised and conditions are satisfied, the purchaser may acquire all of the sale units of Graphex Technologies LLC for sale consideration of US$100,000,000, described as equivalent to HK$780,000,000, to be paid in cash and shares of M2i Global.

What non-compete and support obligations would Graphex have if the sale closes?

The contemplated definitive agreement includes that the vendor will not compete on graphite products manufactured by Graphex Technologies LLC using specified patents and licensed patents in North America, Australia, New Zealand, Europe (including Ukraine), Japan, Korea and Africa, and that Graphex will provide technical support for up to five years from closing.

Is Graphex free to seek other buyers for Graphex Technologies LLC during the option term?

No. Under the agreement, Graphex agreed that it will not, directly or indirectly, solicit or enter into any agreement for the sale of the sale units for as long as the option agreement is in effect.

Is the US$100 million sale of Graphex Technologies LLC guaranteed to happen?

No. Graphex states that there can be no assurance that the option will be exercised by the purchaser or that, if exercised, definitive agreements will be executed and delivered, so the sale is not guaranteed.

Does this announcement involve an offer or sale of Graphex Group Limited securities?

No. Graphex specifies that the information is for informational purposes only and is neither an offer to sell nor a solicitation of an offer to purchase any of its securities, including its American Depositary Shares.