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 August 2026
Commission
File Number: 001-41883
ROMA
GREEN FINANCE LIMITED
(Exact
name of registrant as specified in its charter)
Flat
605, 6/F., Tai Tung Building,
8
Fleming Road,
Wanchai,
Hong Kong
(Address
of principal executive offices)
(Name,
Telephone, email and/or fax number and address of Company Contact Person)
Indicate
by check mark whether the registrant file or will file annual reports under cover of Form 20-F or Form 40-F.
Announcement
Regarding Investment of Up to 5% in BlueFlare Group Holdings Inc.
On
June 15, 2026, the Company announced that it had entered into a non-binding letter of intent to subscribe for a 5% equity interest in
BlueFlare Group Holdings Inc. (“BlueFlare”). The proposed investment is the first under the Company’s newly established
artificial intelligence and high-performing computing (AI/HPC) infrastructure investment vertical and represents the Company’s
first direct equity position in a behind-the-meter (BTM) compute infrastructure platform.
Following
that announcement, on August 18, 2026, the Company entered into a subscription agreement with BlueFlare pursuant to which the
Company agreed to subscribe for up to fifty (50) common shares, representing up to 5% of the issued and outstanding common shares of
BlueFlare, for an aggregate consideration of up to US$10,000,000, ie. Subscription price of US$200,000 per common share. Such amount
is payable over a period of ten (10) months, with the first amount of US$1,000,000 paid on August 18, 2026. In the event that the entire consideration is not paid by the Company,
the Company will only be allotted a pro-rated number of common shares in BlueFlare proportional to the consideration actually
paid.
BlueFlare
is the parent company and sole owner of BlueFlare Energy Solutions Inc. (“BFE Solutions”) and its affiliated operating subsidiaries.
BlueFlare will allocate each cash advance to BFE Solutions to fund its project pipeline and for general corporate purposes, consistent
with the description of the use of proceeds in the Company’s press release on June 15, 2026.
This
Report on Form 6-K shall not constitute or form a part of an offer to sell or a solicitation of an offer to purchase, or the solicitation
to sell, any securities of the Company.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized, on August 21, 2026.
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ROMA
GREEN FINANCE LIMITED |
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By: |
/s/
Luk Huen Ling Claire |
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Name: |
Luk
Huen Ling Claire |
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Title: |
Chairlady,
Executive Director and Chief Executive Officer |
