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 November 2025
Commission
File Number: 001-42952
Phaos
Technology Holdings (Cayman) Limited
83
Science Park Dr,
#02-01
& #04-01A/B The Curie, Singapore Science Park 1
Singapore
118258
(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 ☐
On
November 24, 2025, Network 1 Financial Securities Inc., as the representative of the underwriters (the “Representative”)
of the initial public offering of Phaos Technology Holdings (Cayman) Limited, a Cayman Islands exempted company (the “Company”),
exercised its over-allotment option (the “Option”) in full to purchase an additional 405,000 class A ordinary
shares, par value $0.0001 per share (the “Option Shares”) of the Company, representing fifteen percent (15%) of the class
A ordinary shares sold by the Company in the Company’s initial public offering (the “IPO”) at the public offering price
of $4.00 per share (the “Offering Price”), before deducting underwriting discounts. The Option
was granted to the Representative pursuant to the underwriting agreement entered into by and among the Company, certain selling shareholders
of the Company, and the Representative on November 12, 2025 (the “Underwriting Agreement”) relating to the Company’s
IPO, the closing for which took place on November 14, 2025 (the “IPO Closing”). The closing for the sale of the Option Shares
by the Company took place on November 24, 2025 (the “Option Closing”).
On
November 24, 2025, the Company announced the Option Closing. The press release, furnished in this report as Exhibit 99.1 shall not be
deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities
of that section.
This
report does not constitute an offer to sell, or the solicitation of an offer to buy, 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 the registration or qualification under
the securities laws of any such state or jurisdiction.
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.
| |
Phaos
Technology Holdings (Cayman) Limited |
| |
|
|
| Date: November 24, 2025 |
By: |
/s/
Andrew Yeo |
| |
Name: |
Andrew Yeo |
| |
Title: |
Chief Executive Officer
and Executive Director |
EXHIBIT
INDEX
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press
Release on Closing of the Sale of the Option Shares dated November 24, 2025 |
