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 January 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 Form 20-F or Form 40-F.
Form 20-F ☒
Form 40-F ☐
Attached Raytech Holding Limited’s (i) Unaudited Interim
Condensed Consolidated Financial Statements with notes as of September 30, 2025, and (ii) the corresponding Management’s Discussion
And Analysis Of Financial Condition And Results Of Operations section.
The contents of this Report on Form 6-K are hereby
incorporated by reference into the Company’s registration statement on Form
F-3 (Registration No. 333-290696) of the Company, that was initially filed with the SEC on October 3, 2025, and declared effective
by the SEC on December 18, 2025.
Exhibits
| Exhibit No. |
|
Description |
| 99.1 |
|
Unaudited Interim Condensed Consolidated Financial Statements as of September 30, 2025 |
| 99.2 |
|
Management’s Discussion And Analysis Of Financial Condition And Results Of Operations |
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: January 15, 2026 |
By: |
/s/ Tim Hoi Ching |
| |
Name: |
Tim Hoi Ching |
| |
Title: |
Chief Executive Officer |
Exhibit 99.1
RAYTECH HOLDING LIMITED
UNAUDITED INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS
| | |
As of March 31, | | |
(Unaudited) As of September 30, | |
| | |
2025 | | |
2025 | | |
2025 | |
| | |
HKD | | |
HKD | | |
US$ | |
| ASSETS | |
| | |
| | |
| |
| CURRENT ASSETS | |
| | |
| | |
| |
| Cash and cash equivalents | |
| 84,850,995 | | |
| 121,544,270 | | |
| 15,620,850 | |
| Accounts receivable, net | |
| 8,144,307 | | |
| 3,166,952 | | |
| 407,016 | |
| Merchandise inventories, net | |
| 1,879,435 | | |
| 5,799,922 | | |
| 745,405 | |
| Prepayments | |
| – | | |
| 15,194,115 | | |
| 1,952,745 | |
| TOTAL CURRENT ASSETS | |
| 94,874,737 | | |
| 145,705,259 | | |
| 18,726,016 | |
| | |
| | | |
| | | |
| | |
| NON-CURRENT ASSETS | |
| | | |
| | | |
| | |
| Property and equipment, net | |
| – | | |
| – | | |
| – | |
| Deferred initial public offering costs | |
| – | | |
| 659,625 | | |
| 84,775 | |
| Long-term deposits | |
| 16,200 | | |
| 16,200 | | |
| 2,082 | |
| TOTAL NON-CURRENT ASSETS | |
| 16,200 | | |
| 675,825 | | |
| 86,857 | |
| TOTAL ASSETS | |
| 94,890,937 | | |
| 146,381,084 | | |
| 18,812,873 | |
| | |
| | | |
| | | |
| | |
| LIABILITIES AND SHAREHOLDERS’ EQUITY | |
| | | |
| | | |
| | |
| CURRENT LIABILITIES | |
| | | |
| | | |
| | |
| Accounts payable | |
| 466,327 | | |
| 1,072,335 | | |
| 137,817 | |
| Accounts payable - related parties | |
| 14,984,393 | | |
| 22,266,672 | | |
| 2,861,709 | |
| Accruals | |
| 1,786,314 | | |
| 1,351,231 | | |
| 173,660 | |
| Contract liabilities | |
| 501,804 | | |
| 2,773,891 | | |
| 356,500 | |
| Tax payables | |
| 190,082 | | |
| 1,304,285 | | |
| 167,626 | |
| TOTAL CURRENT LIABILITIES | |
| 17,928,920 | | |
| 28,768,414 | | |
| 3,697,312 | |
| | |
| | | |
| | | |
| | |
| TOTAL LIABILITIES | |
| 17,928,920 | | |
| 28,768,414 | | |
| 3,697,312 | |
| COMMITMENTS AND CONTINGENCIES | |
| – | | |
| – | | |
| – | |
| | |
| | | |
| | | |
| | |
| SHAREHOLDERS’ EQUITY | |
| | | |
| | | |
| | |
| Ordinary
Shares, US$0.0001 par value, 500,000,000 Ordinary Shares authorized, 1,100,818 shares and 2,724,880 shares issued and outstanding as
of March 31, 2025 and September 30, 2025, respectively(1) (2) | |
| 862 | | |
| 2,137 | | |
| 273 | |
| Additional paid-in capital | |
| 37,717,487 | | |
| 73,616,990 | | |
| 9,461,244 | |
| Retained earnings | |
| 39,243,668 | | |
| 43,993,543 | | |
| 5,654,044 | |
| TOTAL SHAREHOLDERS’ EQUITY | |
| 76,962,017 | | |
| 117,612,670 | | |
| 15,115,561 | |
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | |
| 94,890,937 | | |
| 146,381,084 | | |
| 18,812,873 | |
| (1) |
1,624,062
ordinary shares were issued on July 1, 2025. (2) |
| (2) |
Retroactively restated share consolidation that every sixteen (16) issued and unissued ordinary shares with a par value of US$0.00000625 each in the capital of the Company are hereby consolidated into one (1) ordinary share with a par value of US$0.0001 each, with the effective date on November 7, 2025. |
The accompanying notes are an integral part of
these unaudited interim condensed consolidated financial statements.
RAYTECH HOLDING LIMITED
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF INCOME
| | |
(Unaudited) For
the Six Months ended September 30, | |
| | |
2024 | | |
2025 | | |
2025 | |
| | |
HKD | | |
HKD | | |
US$ | |
| REVENUE | |
| | |
| | |
| |
| Sales of products | |
| 42,101,829 | | |
| 37,578,932 | | |
| 4,829,638 | |
| Sales of tooling | |
| 1,147,077 | | |
| – | | |
| – | |
| | |
| 43,248,906 | | |
| 37,578,932 | | |
| 4,829,638 | |
| | |
| | | |
| | | |
| | |
| OPERATING EXPENSES | |
| | | |
| | | |
| | |
| Merchandise costs | |
| (34,100,724 | ) | |
| (27,708,506 | ) | |
| (3,561,093 | ) |
| Selling, general and administrative expenses | |
| (5,229,459 | ) | |
| (5,177,047 | ) | |
| (665,353 | ) |
| Total operating expenses | |
| (39,330,183 | ) | |
| (32,885,553 | ) | |
| (4,226,446 | ) |
| | |
| | | |
| | | |
| | |
| INCOME FROM OPERATIONS | |
| 3,918,723 | | |
| 4,693,379 | | |
| 603,192 | |
| | |
| | | |
| | | |
| | |
| OTHER INCOME (EXPENSE) | |
| | | |
| | | |
| | |
| Interest income | |
| 1,431,474 | | |
| 1,362,022 | | |
| 175,048 | |
| Other income, net | |
| – | | |
| 116,195 | | |
| 14,933 | |
| Loss from foreign currency exchange | |
| (407,242 | ) | |
| (307,518 | ) | |
| (39,522 | ) |
| Total other income, net | |
| 1,024,232 | | |
| 1,170,699 | | |
| 150,459 | |
| INCOME BEFORE INCOME TAX PROVISION | |
| 4,942,955 | | |
| 5,864,078 | | |
| 753,651 | |
| PROVISION FOR INCOME TAXES | |
| (290,920 | ) | |
| (1,114,203 | ) | |
| (143,197 | ) |
| NET INCOME | |
| 4,652,035 | | |
| 4,749,875 | | |
| 610,454 | |
| | |
| | | |
| | | |
| | |
| WEIGHTED AVERAGE NUMBER OF ORDINARY SHARES | |
| | | |
| | | |
| | |
| Basic and diluted(1) (2) (3) | |
| 1,074,058 | | |
| 1,917,286 | | |
| 1,917,286 | |
| EARNINGS PER SHARE | |
| | | |
| | | |
| | |
| Basic and diluted | |
| 4.33 | | |
| 2.48 | | |
| 0.32 | |
| (1) |
93,750ordinary shares were issued on May 15, 2024, and 7,068 ordinary shares were issued on July 5, 2024. (3) |
| (2) |
1,624,062 ordinary shares were issued on July 1, 2025. (3) |
| (3) |
Retroactively restated share consolidation that every sixteen (16) issued and unissued ordinary shares with a par value of US$0.00000625 each in the capital of the Company are hereby consolidated into one (1) ordinary share with a par value of US$0.0001 each, with the effective date on November 7, 2025. |
The accompanying notes are an integral part of
these unaudited interim condensed consolidated financial statements.
RAYTECH HOLDING LIMITED
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
| | |
Ordinary shares | | |
Additional | | |
| | |
Total | |
| | |
No. of Shares(3) | | |
Par Value | | |
Paid-in Capital | | |
Retained Earnings | | |
Shareholders’ Equity | |
| | |
| | |
HKD | | |
HKD | | |
HKD | | |
HKD | |
| For the six months ended September 30, 2024: | |
| | |
| | |
| | |
| | |
| |
| BALANCE, March 31, 2024 | |
| 1,000,000 | | |
| 783 | | |
| 99,217 | | |
| 30,975,301 | | |
| 31,075,301 | |
| Initial Public Offering of shares (1) | |
| 100,818 | | |
| 79 | | |
| 37,618,270 | | |
| – | | |
| 37,618,349 | |
| Net income | |
| – | | |
| – | | |
| – | | |
| 4,652,035 | | |
| 4,652,035 | |
| BALANCE, September 30, 2024 | |
| 1,100,818 | | |
| 862 | | |
| 37,717,487 | | |
| 35,627,336 | | |
| 73,345,685 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| For the six months ended September 30, 2025: | |
| | | |
| | | |
| | | |
| | | |
| | |
| BALANCE, March 31, 2025 | |
| 1,100,818 | | |
| 862 | | |
| 37,717,487 | | |
| 39,243,668 | | |
| 76,962,017 | |
| Follow On Offering of shares (2) | |
| 1,624,062 | | |
| 1,275 | | |
| 35,899,503 | | |
| – | | |
| 35,900,778 | |
| Net income | |
| – | | |
| – | | |
| – | | |
| 4,749,875 | | |
| 4,749,875 | |
| BALANCE, September 30, 2025 | |
| 2,724,880 | | |
| 2,137 | | |
| 73,616,990 | | |
| 43,993,543 | | |
| 117,612,670 | |
| BALANCE, September 30, 2025 (US$) | |
| | | |
| 273 | | |
| 9,461,244 | | |
| 5,654,044 | | |
| 15,115,561 | |
| (1) |
93,750 ordinary shares were issued on May 15, 2024, and 7,068 ordinary shares were issued on July 5, 2024. (3) |
| (2) |
1,624,062 ordinary shares were issued on July 1, 2025. (3) |
| (3) |
Retroactively restated share consolidation that every sixteen (16) issued and unissued ordinary shares with a par value of US$0.00000625 each in the capital of the Company are hereby consolidated into one (1) ordinary share with a par value of US$0.0001 each, with the effective date on date of November 7, 2025. |
The accompanying notes are an integral part of
these unaudited interim condensed consolidated financial statements.
RAYTECH HOLDING LIMITED
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS
OF CASH FLOWS
| | |
(Unaudited) For
the Six Months ended September 30, | |
| | |
2024 | | |
2025 | | |
2025 | |
| | |
HKD | | |
HKD | | |
US$ | |
| Cash flows from operating activities | |
| | |
| | |
| |
| Net income | |
| 4,652,035 | | |
| 4,749,875 | | |
| 610,454 | |
| Adjustments to reconcile net income to net cash provided by operating activities | |
| | | |
| | | |
| | |
| Loss from unrealized foreign currency translation | |
| 406,530 | | |
| 100,934 | | |
| 12,972 | |
| Changes in operating assets and liabilities | |
| | | |
| | | |
| | |
| Accounts receivable, net | |
| 978,597 | | |
| 4,984,224 | | |
| 640,572 | |
| Merchandise inventories, net | |
| 720,618 | | |
| (3,924,830 | ) | |
| (504,419 | ) |
| Prepayments | |
| – | | |
| (15,211,885 | ) | |
| (1,955,029 | ) |
| Accounts payable | |
| 372,876 | | |
| 606,657 | | |
| 77,967 | |
| Accounts payable - related parties | |
| (3,694,385 | ) | |
| 7,288,868 | | |
| 936,764 | |
| Accruals | |
| (97,717 | ) | |
| (435,398 | ) | |
| (55,957 | ) |
| Contract liabilities | |
| (1,008,415 | ) | |
| 2,274,680 | | |
| 292,342 | |
| Taxes payables | |
| 290,920 | | |
| 1,114,203 | | |
| 143,197 | |
| Net cash provided by operating activities | |
| 2,621,059 | | |
| 1,547,328 | | |
| 198,863 | |
| Cash flows from investing activity | |
| | | |
| | | |
| | |
| Repayment of amount due from a director | |
| 145,166 | | |
| – | | |
| – | |
| Net cash provided by investing activity | |
| 145,166 | | |
| – | | |
| – | |
| Cash flows from financing activities | |
| | | |
| | | |
| | |
| Proceed from Initial Public / Follow On Offering of shares | |
| 42,772,241 | | |
| 35,900,778 | | |
| 4,613,962 | |
| Deferred initial public offering cost | |
| – | | |
| (659,625 | ) | |
| (84,775 | ) |
| Net cash from financing activities | |
| 42,772,241 | | |
| 35,241,153 | | |
| 4,529,187 | |
| Change in cash | |
| 45,538,466 | | |
| 36,788,481 | | |
| 4,728,050 | |
| Effect of foreign exchange on cash | |
| (377,030 | ) | |
| (95,206 | ) | |
| (13,638 | ) |
| Cash at the beginning of the period | |
| 35,885,666 | | |
| 84,850,995 | | |
| 10,906,438 | |
| Cash at the end of the period | |
| 81,047,102 | | |
| 121,544,270 | | |
| 15,620,850 | |
| | |
| | | |
| | | |
| | |
| Supplementary cash flow information | |
| | | |
| | | |
| | |
| Cash paid for income tax | |
| – | | |
| – | | |
| – | |
| Cash paid for interest expense | |
| – | | |
| – | | |
| – | |
The accompanying notes are an integral part of
these unaudited interim condensed consolidated financial statements.