[6-K] Raytech Holding Limited Current Report (Foreign Issuer)

Rhea-AI Filing Summary

Evolent Health, Inc. (EVH) filed a Form 4 reporting an equity-based compensation grant to President Daniel J. McCarthy. On 07/01/2025 Mr. McCarthy received 44,767 Class A common shares in the form of restricted stock units (RSUs) under the Amended and Restated 2015 Omnibus Incentive Compensation Plan at an effective purchase price of $0.00. Following the award, his aggregate beneficial ownership increased to 433,771 shares.

The award vests on a staggered schedule: 34 % on 07/01/2026, and 33 % on each of 07/01/2027 and 07/01/2028. These RSUs represent the second portion of the annual grant cycle; issuance was contingent on shareholder approval of additional plan shares, which occurred at the 06/05/2025 annual meeting.

No derivative securities were reported, and the filing indicates direct ownership. The transaction neither involved open-market purchases nor sales; therefore, it does not immediately alter the public float but does expand future fully-diluted share count once the RSUs settle.

Positive

• Executive-shareholder alignment: Multi-year RSU vesting ties the president’s compensation to long-term share performance.
• Shareholder approval obtained: Additional shares under the 2015 plan were endorsed on 06/05/2025, reflecting investor support of incentive structure.

Negative

• Potential dilution: Settlement of 44,767 RSUs will incrementally increase the diluted share count.
• Future compensation expense: GAAP stock-based compensation will rise over the 2026-2028 vesting horizon.

Insights

Corporate Governance Expert

TL;DR: Standard multi-year RSU grant aligns the president’s incentives with shareholders; limited immediate impact.

The filing reflects routine equity compensation rather than discretionary insider buying. A three-year vesting schedule encourages management retention and long-term value creation, consistent with governance best practices. Because shares were issued under an already-approved plan, the governance risk is low. Investors should note that settlement will incrementally increase diluted share count, but the magnitude—~0.05 % of 83 million shares outstanding (based solely on grant size)—is immaterial to ownership structure. Overall, I view the disclosure as neutral with a slight positive tilt toward alignment.

Equity Compensation Analyst

TL;DR: Grant adds 44.8k RSUs; expense will amortize over three years, modestly affecting EPS dilution.

The RSUs will generate non-cash stock-based compensation expense over the 2026-2028 period, marginally lowering reported GAAP earnings. Assuming a mid-$30 share price, the fair-value cost approximates $1.5 million, insignificant versus EVH’s trailing twelve-month revenue base. No cash outflow occurs, preserving liquidity. Given the small scale and predictable amortization, I classify the impact as neutral for valuation models.

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 2025

Commission File Number: 001-42100

RAYTECH HOLDING LIMITED

(Exact name of registrant as specified in its charter)

Unit 609, 6/F, Nan Fung Commercial Centre,

No.19 Lam Lok Street, Kowloon Bay, 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 ☐

Pricing and Closing of $5.197 Million Best Efforts Offering

On June 30, 2025, Raytech Holding Limited (the “Company”) priced a best efforts public offering for the sale of shares for aggregate gross proceeds to the Company of $5.197 million, before deducting placement agent fees and other estimated expenses payable by the Company. The offering consisted of 25,985,000 ordinary shares, par value $0.00000625 per share (the “Ordinary Shares”), at a public offering price of $0.20 per share.

The securities in the offering are being offered pursuant to a securities purchase agreement with certain investors (the “Securities Purchase Agreement”) and the Company’s registration statement on Form F-1 (File No. 333-287842), as amended, which was initially filed with the Securities and Exchange Commission (the “SEC”) on June 6, 2025 and declared effective by the SEC on June 30, 2025.

On June 30, 2025, the Company entered into a placement agency agreement (the “Placement Agency Agreement”) with R.F. Lafferty & Co., Inc. (the “Sole Placement Agent”), pursuant to which the Sole Placement Agent acted as sole placement agent for the offering and would receive at the closing of the offering a cash fee equal to seven percent (7.0%) of the gross proceeds raised in this offering, or six percent (6.0%) for company-directed or company-introduced investors, in addition to a one percent (1.0%) non-accountable expense allowance. The Company has also agreed to reimburse the Sole Placement Agent for certain of its offering-related expenses, including reimbursement for legal fees and other out-of-pocket fees, costs and expenses in the amount of up to $150,000.

Pursuant to the Securities Purchase Agreement and the Placement Agency Agreement, the Company’s directors and executive officers entered into lock-up agreements (the “Lock-Up Agreements”). Under the Lock-Up Agreements, each such person has agreed, subject to certain exceptions, not to offer, sell, contract to sell, pledge or otherwise dispose of any Ordinary Shares or securities convertible int o or exchangeable for Ordinary Shares, for a period of twenty (20) days after the date on which the Offering is completed, without the prior written consent of the Sole Placement Agent.

The offering was closed on July 1, 2025. The Company intends to use the net proceeds from the offering for potential acquisitions and investments, trading business expansion plans, marketing, sales and product development, and general working capital.

On July 1, 2025, the Company issued a press release announcing the pricing of the offering and a closing press release announcing the closing of the public offering.

Copies of (i) form of the Securities Purchase Agreement, (ii) the Placement Agency Agreement, (iii) the pricing press release on July 1, 2025 and (iv) the closing press release on July 1, 2025, are attached hereto as Exhibits 10.1, 10.2, 99.1 and 99.2, respectively, and are incorporated by reference herein. The foregoing summaries of the terms of each agreement mentioned above are subject to, and qualified in their entirety by, such documents.

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.

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Exhibit No.		Description
10.1		Form of Securities Purchase Agreement, dated June 30, 2025
10.2		Placement Agency Agreement, dated June 30, 2025
99.1		Press Release, dated July 1, 2025
99.2		Closing Press Release, dated July 1, 2025

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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 3, 2025	Raytech Holding Limited
	By:	/s/ Tim Hoi Ching
		Tim Hoi Ching
		Chief Executive Officer

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FAQ

How many EVH shares did President Daniel McCarthy receive on 07/01/2025?

He was granted 44,767 restricted stock units representing Class A common shares.

What is the vesting schedule for the new EVH RSUs?

The award vests 34 % on 07/01/2026 and 33 % on both 07/01/2027 and 07/01/2028.

Did Daniel McCarthy purchase EVH shares with cash?

No. The Form 4 reports a stock grant at $0 purchase price; there was no open-market purchase.

How many EVH shares does the president now beneficially own?

After the grant, Mr. McCarthy beneficially owns 433,771 shares of Class A common stock.

Was shareholder approval required for this EVH equity award?

Yes. Shareholders approved additional shares under the 2015 Omnibus Incentive Plan on 06/05/2025, enabling the grant.