UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
6-K
Report
of Foreign Issuer
Pursuant
to Rule 13a-16 or 15d-16 of
the
Securities Exchange Act of 1934
For
the month of September 2025
Commission
File Number: 001-41883
Roma
Green Finance Limited
(Exact
name of Registrant as specified in its charter)
Cayman
Islands
(Jurisdiction
of incorporation or organization)
Flat
605, 6/F., Tai Tung Building, 8 Fleming Road
Wanchai,
Hong Kong
(Address
of principal executive offices)
Luk
Huen Ling Claire, CEO
Tel:
+ 852 2529 6878
Email:
claireluk@roma-international.com
Flat
605, 6/F., Tai Tung Building, 8 Fleming Road
Wanchai,
Hong Kong
(Name,
Telephone, email and/or fax number and address of Company Contact Person)
Indicate
by check mark whether the Registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Note
: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual
report to security holders.
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Note:
Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that
the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated,
domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on
which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to
be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the
subject of a Form 6-K submission or other Commission filing on EDGAR.
ACQUISITION OF CAPITAL SUMMIT ENTERPRISES LIMITED
Roma
Green Finance Limited (“ROMA” or the “Company”), a Cayman Islands company, has entered into an
agreement for the sale and purchase of shares in Capital Summit Enterprises Limited (“Capital Summit”), a company
incorporated under the laws of the British Virgin Islands, and Capital Summit’s then sole shareholder, CHAU Lok Yi (the “Share
Purchase Agreement” or the “Agreement”), pursuant to which the Company agreed to acquire 100% of the equity
interest in Capital Summit, for consideration consisting of a cash payment in the amount of United States Dollars One Million Seven Hundred
Thousand (US$1,700,000) (the “Acquisition”). Capital Summit principally engaged in the provision of advisory and consultancy
services.
The
foregoing is only a brief description of the material terms of the Share Purchase Agreement and does not purport to be a complete description
of the rights and obligations of the parties thereunder.
On
September 1, 2025, the Company completed the Acquisition and 1 ordinary share of Capital Summit, representing 100% of the equity interest
in Capital Summit, was transferred from CHAU Lok Yi to the Company.
Risk
Factors Related to the Acquisition
The
acquisition of Capital Summit Enterprises Limited is subject to a number of significant risks, including the risk factors enumerated
below. These risks should be considered in addition to the risks described in ROMA’s most recent Annual Report on Form 20-F and
other documents filed with the SEC.
ROMA
shareholders may not realize a benefit from the Acquisition commensurate with the investment made or the market reaction to the Acquisition.
ROMA
may not be able to achieve the full strategic and financial benefits expected to result from the Acquisition. Further, such benefits,
if ultimately achieved, may be delayed. If ROMA is unable to realize the full strategic and financial benefits currently anticipated
from the Acquisition, ROMA shareholders may receive no commensurate benefit, or only receiving part of the commensurate benefit to the
extent ROMA is able to realize only part of the strategic and financial benefits currently anticipated from the Acquisition.
The
market price of ROMA’s Ordinary Shares may decline as a result of the Acquisition.
The
market price of ROMA’s Ordinary Shares may decline as a result of the Acquisition for a number of reasons, including:
| |
(i) |
if
investors react negatively to the prospects of Capital Summit’s business and ROMA’s financial condition post-closing; |
| |
|
|
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(ii) |
if
the effect of the Acquisition on ROMA’s business and prospects is not consistent with the expectations of financial or industry
analysts; or |
| |
|
|
| |
(iii) |
if
ROMA does not achieve the perceived benefits of the Acquisition as rapidly or to the extent anticipated by financial or industry
analysts. |
ROMA
may need to raise additional capital by issuing securities or debt or through licensing or other strategic arrangements, which may cause
dilution to ROMA’s shareholders or restrict ROMA’s operations.
ROMA
may be required to raise additional funds sooner than currently planned. If ROMA holds less cash at the time of the closing than expected,
ROMA may need to raise additional capital sooner than anticipated. Additional financing may not be available to ROMA when it needs it
or may not be available on favorable terms. To the extent that ROMA raises additional capital by issuing equity securities, such an issuance
may cause significant dilution to ROMA’s shareholders’ ownership and the terms of any new equity securities may have preferences
over ROMA’s Class A Ordinary Shares. Any debt financing ROMA enters into may involve covenants that restrict its operations. These
restrictive covenants may include limitations on additional borrowing and specific restrictions on the use of ROMA’s assets, as
well as prohibitions on its ability to create liens, pay dividends, redeem its stock or make investments.
Integration
of Capital Summit into ROMA’s operations may be challenging and costly.
The
Acquisition involves the integration of two companies that have previously operated independently. The difficulties of combining Capital
Summit’s operations with ROMA’s include, among others: integrating personnel, operations, and systems; coordinating geographically
separate organizations; distracting management and employees from current operations; maintaining existing business relationships; and
potential unknown liabilities and unforeseen expenses, delays, or regulatory conditions associated with the Acquisition.
Forward
Looking Statements
Matters
discussed in this report may constitute forward-looking statements. Forward-looking statements include statements concerning plans, objectives,
goals, strategies, future events or performance, and underlying assumptions and other statements, which are other than statements of
historical facts. The words “believe”, “may”, “intends”, “expect”, “pending”
and similar expressions identify forward-looking statements. The forward-looking statements in this report are based upon various assumptions.
Although we believe that these assumptions were reasonable when made, because these assumptions are inherently subject to significant
uncertainties and contingencies which are difficult or impossible to predict and are beyond our control, we cannot assure you that we
will achieve or accomplish these expectations.
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.
| Date:
September 17, 2025 |
ROMA
GREEN FINANCE LIMITED |
| |
|
| |
By: |
/s/
Luk Huen Ling Claire |
| |
Name: |
Luk
Huen Ling Claire |
| |
Title: |
Chairlady,
Executive Director and Chief Executive Officer |
