Raytech (NASDAQ: RAY) closes $6.2M registered direct share offering

Rhea-AI Filing Summary

Raytech Holding Limited completed a registered direct offering of 3,149,832 ordinary shares at US$1.97 per share, raising approximately US$6.2 million in gross proceeds. The shares were issued under its effective Form F-3 shelf registration statement and a June 18, 2026 prospectus supplement.

The company will use net proceeds for general corporate and working capital purposes, to support expansion into personal health care electronics, and to fund integration and post-closing working capital needs for its acquisition of Worry Free Group (Hong Kong) Limited. Affiliates Fortune Genesis Holdings Limited and WK Frater Holdings Limited each bought 999,014 shares on the same terms and agreed to a lock-up through September 20, 2026.

Key Figures

Shares sold: 3,149,832 ordinary shares Offering price: US$1.97 per share Gross proceeds: Approximately US$6.2 million +4 more

7 metrics

Shares sold 3,149,832 ordinary shares Registered direct offering closed June 29, 2026

Offering price US$1.97 per share Public offering price for ordinary shares

Gross proceeds Approximately US$6.2 million Aggregate gross proceeds before fees and expenses

Placement fee US$50,000 cash Fixed transaction fee to placement agent at closing

Expense reimbursement cap Up to US$5,000 Reimbursement of placement agent out-of-pocket expenses

Affiliated investor purchase 999,014 shares each Shares bought by Fortune Genesis and WK Frater

Lock-up period end September 20, 2026 Lock-up on shares purchased by affiliated investors

Key Terms

registered direct offering, shelf registration statement, foreign private issuer, Nasdaq Listing Rule 5615(a)(3), +2 more

6 terms

registered direct offering financial

"announces Closing of Approximately $6.2 Million Registered Direct Offering of its Ordinary Shares"

A registered direct offering is a way for a company to sell new shares of its stock directly to select investors with regulatory approval. This method allows the company to raise funds quickly and efficiently without needing a public auction, similar to offering exclusive access to a limited number of buyers. For investors, it often provides an opportunity to purchase shares at a favorable price, while giving the company immediate access to capital.

shelf registration statement regulatory

"offered pursuant to a shelf registration statement on Form F-3 (File No. 333-290696)"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

foreign private issuer regulatory

"REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16"

A foreign private issuer is a company organized outside the United States that meets tests showing it is primarily foreign-controlled and therefore qualifies for a different set of U.S. reporting rules. For investors, that means the company files less frequent or differently formatted disclosures with U.S. regulators and may follow home-country accounting and governance practices, so buying its stock is like dining at a well-reviewed restaurant that follows its home kitchen’s rules instead of the local menu — you get access but should check what standards apply.

Nasdaq Listing Rule 5615(a)(3) regulatory

"relied on the foreign private issuer home country practice exemption under Nasdaq Listing Rule 5615(a)(3)"

lock-up financial

"each of the Affiliated Investors agreed to a lock-up, subject to customary exceptions"

A lock-up is an agreement that prevents company insiders, early investors or employees from selling their shares for a set period after a public share offering. It matters to investors because it temporarily limits the number of shares available to trade—like a scheduled hold on extra inventory—and when that hold ends a large number of shares can enter the market, potentially putting downward pressure on the stock price and revealing insiders’ confidence in the company.

Form F-3 regulatory

"registration statement on Form F-3 (File No. 333-290696), declared effective"

Form F-3 is a U.S. securities filing that lets eligible foreign companies pre-register and then quickly sell shares or other securities to raise money, because they already meet ongoing reporting and size tests. For investors it signals that the company is up-to-date with regulatory disclosure and has an efficient way to issue new securities — similar to a pre-approved credit line — which can mean faster capital raises but also potential dilution of existing holdings.

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Form 6-K: How Foreign Companies Report to the SEC →

Available on EDGAR 06/30/2026 - 06:05 AM Accepted by SEC EDGAR 06/29/2026 - 09:55 PM Learn about SEC filing dates

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 June 2026

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 ☐

Closing of Registered Direct Offering

On June 18, 2026, Raytech Holding Limited (the “Company”) entered into securities purchase agreements with certain investors for the sale of an aggregate of 3,149,832 ordinary shares, par value US$0.0001 per share (the “Ordinary Shares”), at a public offering price of US$1.97 per Ordinary Share (the “Offering”). The Ordinary Shares were offered and sold pursuant to the Company’s registration statement on Form F-3 (File No. 333-290696), declared effective by the Securities and Exchange Commission on December 18, 2025, and a prospectus supplement dated June 18, 2026 filed pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended. The Offering closed on June 29, 2026, and the Company issued and sold all such Ordinary Shares for aggregate gross proceeds of approximately US$6.2 million before deducting placement agent fees and other offering expenses.

CBC Securities Inc. acted as the Company’s exclusive placement agent for the Offering on a reasonable best efforts basis, pursuant to a placement agency agreement dated June 18, 2026. The Company agreed to pay the placement agent a fixed cash transaction fee of US$50,000 at closing and to reimburse up to US$5,000 of its out-of-pocket expenses.

The board of directors and the audit committee of the board of directors of the Company have each reviewed and approved the Offering and the transactions contemplated thereby, including the participation of Fortune Genesis Holdings Limited and WK Frater Holdings Limited (the “Affiliated Investors”), as required under the Company’s related-party transaction approval procedures and applicable corporate governance requirements. The Affiliated Investors are affiliates of certain of the Company’s directors and its largest shareholder, and each purchased 999,014 Ordinary Shares in the Offering at the same price and on the same terms as the other investors. The Company relied on the foreign private issuer home country practice exemption under Nasdaq Listing Rule 5615(a)(3) in lieu of the shareholder approval requirements of Nasdaq Listing Rule 5635 in connection with such participation. Pursuant to Section 4.1 of their respective securities purchase agreements, each of the Affiliated Investors agreed to a lock-up, subject to customary exceptions, with respect to the Ordinary Shares purchased by it in the Offering for the period from the closing through and including September 20, 2026.

The Company intends to use the net proceeds for general corporate and working capital purposes, supporting its strategic expansion into the personal health care electronics product category, and integration costs and post-closing working capital requirements relating to the acquisition of Worry free Group (Hong Kong) Limited.

The foregoing descriptions of the securities purchase agreements and the placement agency agreement are summaries only and are qualified in their entirety by reference to the full text of such documents, the forms of which are filed as Exhibits 10.1 and 10.2 hereto. The information in this report on Form 6-K, together with such exhibits, is incorporated by reference into the Company’s registration statement on Form F-3 (Registration No. 333-290696).

1

Exhibits

Exhibit No.		Description
5.1		Opinion of Harney Westwood & Riegels
10.1		Form of Securities Purchase Agreement, dated June 18, 2026
10.2		Placement Agency Agreement, dated June 18, 2026
99.1		Press Release, dated June 29, 2026

2

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.

	Raytech Holding Limited
Date: June 29, 2026	By:	/s/ Tim Hoi Ching
	Name:	Tim Hoi Ching
	Title:	Chief Executive Officer

3

Exhibit 99.1

Raytech Holding Limited Announces Closing of Approximately $6.2 Million Registered Direct Offering of its Ordinary Shares

Hong Kong, June 29, 2026 – Raytech Holding Limited (NASDAQ: RAY) (the “Company”), a British Virgin Islands holding company headquartered in Hong Kong specializing in design, sourcing and wholesale of personal care electrical appliances for international brand owners, today announced the closing of its registered direct offering (the “Offering”) of 3,149,832 ordinary shares at a public offering price of $1.97 per ordinary share on June 29, 2026.

Gross proceeds, before deducting placement agent fees and other offering expenses, were approximately $6.2 million. The Company intends to use the net proceeds from the Offering for the purposes described in the final prospectus supplement, including general corporate and working capital purposes, supporting its strategic expansion into the personal health care electronics product category, and integration costs and post-closing working capital requirements relating to the acquisition of Worry free Group (Hong Kong) Limited.

CBC Securities Inc. acted as exclusive placement agent in connection with the Offering.

Loeb & Loeb LLP acted as counsel to the Company regarding U.S. securities law matters.

The securities described above were offered pursuant to a shelf registration statement on Form F-3 (File No. 333-290696) (the “Registration Statement”), which was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on December 18, 2025. The Offering was made only by means of a prospectus supplement and the accompanying prospectus that form a part of the Registration Statement. Copies of the final prospectus supplement and the accompanying prospectus relating to the Offering may be obtained from CBC Securities Inc., 250 Hammond Pond Pkwy, Unit 1412N, Chestnut Hill, MA 02467.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or other 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 other jurisdiction.

About Raytech Holding Limited

Raytech Holding Limited (NASDAQ: RAY) is a Hong Kong-based holding company with over 10 years of industry experience. The Group operates its established personal care electrical appliances trading business through its subsidiary, Pure Beauty Manufacturing Company Limited. Leveraging its industry expertise, the Company is expanding its focus to include design, development, and consultation services for the personal health care electronics sector, led by its subsidiary Raytech Innovation Limited. Marketing solutions are provided independently by its subsidiary Worry Free Group (Hong Kong) Limited.

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 other than statements of historical facts. When the Company 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. 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 forward-looking statements are subject to uncertainties and risks including, but not limited to, the uncertainties related to market conditions, and other factors discussed in the “Risk Factors” section of the Company’s annual report on Form 20-F for the fiscal year ended March 31, 2025 filed with the SEC on July 25, 2025. 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 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. 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 filings with the U.S. Securities and Exchange Commission.

Investor Relations Contact

International Elite Capital

Annabelle Zhang

Tel: +1 (646) 866-7928

Email: annabelle@iecapitalusa.com

FAQ

What did Raytech Holding Limited (RAY) announce in this Form 6-K?

Raytech Holding Limited announced the closing of a registered direct offering of 3,149,832 ordinary shares at US$1.97 per share, generating approximately US$6.2 million in gross proceeds to support corporate purposes, expansion into personal health care electronics, and integration of Worry Free Group.

How large was Raytech (RAY)'s registered direct offering and at what price?

Raytech sold 3,149,832 ordinary shares at a public offering price of US$1.97 per share. This transaction generated approximately US$6.2 million in aggregate gross proceeds before deducting placement agent fees and other offering expenses, providing additional capital for its stated business initiatives.

Who were the affiliated investors in Raytech (RAY)'s offering and how many shares did they buy?

Affiliated investors Fortune Genesis Holdings Limited and WK Frater Holdings Limited, which are linked to certain directors and the largest shareholder, each purchased 999,014 ordinary shares. They participated at the same price and on the same terms as other investors in the offering.

What lock-up arrangements apply to affiliated investors in Raytech (RAY)'s offering?

Each affiliated investor agreed to a lock-up under Section 4.1 of its securities purchase agreement. The lock-up covers the ordinary shares they bought from closing through September 20, 2026, subject to customary exceptions, restricting their ability to dispose of these shares during that period.

How will Raytech Holding Limited (RAY) use the net proceeds from the offering?

Raytech intends to use net proceeds for general corporate and working capital purposes, to support strategic expansion into the personal health care electronics product category, and to cover integration and post-closing working capital requirements related to its acquisition of Worry Free Group (Hong Kong) Limited.

Under which registration statement did Raytech (RAY) conduct this share offering?

The offering was conducted under Raytech’s shelf registration statement on Form F-3, File No. 333-290696, which the SEC declared effective on December 18, 2025. A prospectus supplement dated June 18, 2026 formed part of the offering documentation.

Filing Exhibits & Attachments

4 documents

Press Releases

• EX-99.1 PRESS RELEASE, DATED JUNE 22, 2026 8.2 KB

Agreements & Contracts

• EX-10.1 FORM OF SECURITIES PURCHASE AGREEMENT, DATED JUNE 18, 2026 119.1 KB
• EX-10.2 PLACEMENT AGENCY AGREEMENT, DATED JUNE 18, 2026 56.0 KB

Other Documents

• EX-5.1 OPINION OF HARNEY WESTWOOD & RIEGELS 62.6 KB