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 September 2025
Commission File Number: 001-41568
Erayak Power
Solution Group Inc.
No. 528, 4th Avenue
Binhai Industrial Park
Wenzhou, Zhejiang Province
People’s Republic of China 325025
+86-577-86829999
(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 ☐
Entry into a Material Definitive Agreement.
On September 22, 2025, ERAYAK Power Solution Group
Inc. (the “Company”), an exempted company incorporated in Cayman Islands, entered into an at-the-market sales agreement (the
“Sales Agreement”) with Craft Capital Management LLC (the “Agent”), as sales agent, pursuant to which the Company
may offer and sell, from time to time through the Agent, Class A ordinary shares, par value $0.0001 per share, of the Company (the “Shares”).
The offer and sale of the Shares, if any, will be made pursuant to the Company’s shelf registration statement on Form F-3 (File
No. 333-281181), which was initially filed with the United States Securities and Exchange Commission (the “Commission”) on
August 1, 2024, and was declared effective, as amended, by the Commission on August 9, 2024 and as supplemented by the prospectus supplement,
dated September 22, 2025 relating to the Shares which may be issued from time to time pursuant to the Sales Agreement, (the “Prospectus
Supplement”). Pursuant to the Prospectus Supplement, the Company may offer and sell up to $10,000,000 of Shares.
Under the Sales Agreement, subject to the terms
of the placement notice defined in the Sales Agreement, the Agent may sell Placement Shares by any method permitted by law deemed to be
an “at-the-market offering” as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”),
including, without limitation, sales made directly on the Exchange, on any other existing trading market for the Ordinary Shares or to
or through a market maker.
The Company is not obligated to make any sales
of Shares under the Sales Agreement and no assurance can be given that it will sell any Shares under the Sales Agreement, or, if it does,
as to the price or number of Shares that it will sell, or the dates on which any such sales will take place. The aggregate compensation
payable to the Agent as sales agent is equal to 4.0% of the aggregate gross proceeds from each Placement Shares sold pursuant to the Sales
Agreement.
The Sales Agreement may be terminated by either
party as set forth in the Sales Agreement. In addition, the Company has agreed in the Sales Agreement to provide indemnification and contribution
to the Agent against certain liabilities, including liabilities under the Securities Act. The Company will also reimburse the Sales Agent
for certain specified expenses in connection with its services under the Agreement.
The foregoing is not a complete description of
the Sales Agreement and is qualified by reference to the full text and terms of the Sales Agreement, which is filed as Exhibit 10.1 to
this current report and incorporated herein by reference.
The Company plans to use the net proceeds from
this offering advance a focused set of initiatives tied to its North American strategy, including (1) expending product portfolio for
North America; (2) localizing manufacturing and supply resilience, (3) regulatory and safety compliance; (4) go-to-market and service
infrastructure and (5) working capital and seasonal inventory positioning. However, as of the date of this report, the Company has not
entered into any definitive agreements.
This Current Report on Form 6-K shall not constitute an offer to sell
or the solicitation of an offer to buy the securities discussed herein, nor shall there be any sale of such securities in any state or
jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws
of any such state or jurisdiction.
General
The information contained in this Report on Form
6-K of the Company, are hereby incorporated by reference into the Company’s Registration Statement on Form F-3 (File No. 333-281181).
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.
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ERAYAK Power Solution Group Inc |
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|
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| Date: September 30, 2025 |
By: |
/s/ Lingyi Kong |
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Name: |
Lingyi Kong |
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Title: |
Chief Executive Officer |
Exhibit Index
| Exhibit No. |
|
Description |
| 5.1 |
|
Opinion of Harney Westwood & Riegels |
| 10.1 |
|
Sales Agreement, dated September 29, 2025, by and between ERAYAK Power Solution Group Inc. and Craft Capital Management LLC |
| 23.1 |
|
Consent of Harney Westwood & Riegels (included in Exhibit 5.1) |
