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).
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 |
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 |
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