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 March 2026
Commission
File Number: 001-41883
ROMA
GREEN FINANCE LIMITED
(Exact
name of registrant as specified in its charter)
Flat
605, 6/F., Tai Tong 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
of Share Repurchase Program
On
March 30, 2026, the board of directors (the “Board”) of Roma Green Finance Limited (the “Company”) authorized
a share repurchase program (the “Share Repurchase Program”), under which the Company is authorized to repurchase up to US$100.0
million of its outstanding Class A ordinary shares. The Share Repurchase Program will remain in effect until December 31, 2028, unless
earlier modified, suspended, or terminated by the Board.
Subject
to sufficiency of capital, reserves and/or profits available for distribution, the Company intends to repurchase its issued Class A ordinary
shares, from time to time on the open market at prevailing market prices, in privately negotiated transactions, in block trades and/or
through other legally permissible means, depending on market conditions and in accordance with applicable rules and regulations, at the
Company’s discretion, in accordance with applicable U.S. federal securities laws, including Rule 10b-18 under the Securities Exchange
Act of 1934, as amended, and, where applicable, pursuant to plans adopted under Rule 10b5-1.
As
of the date of this announcement, the Company has not adopted any specific trading plan under Rule 10b5-1, and any such plan, if adopted,
will be established in compliance with applicable SEC rules and will be disclosed as required.
The
price which the Company will pay for any such shares will be the prevailing market price at the time of acquisition, subject to certain
limitations imposed by applicable securities laws. All shares repurchased pursuant to the Share Repurchase Program will be held as treasury
share or cancelled, in each case in accordance with the Company’s then effective articles of association and applicable law.
The
authorization does not obligate the Company to repurchase any specific number of Class A ordinary shares. The actual timing, manner,
number, and value of shares repurchased will depend on a variety of factors, including but not limited to market conditions, stock price,
trading volume, and the Company’s liquidity and capital allocation priorities. The Board will review the Share Repurchase Program
periodically and may authorize adjustment of its terms and size, or suspend or discontinue the Share Repurchase Program at any time without
prior notice. Depending on the Company’s current cash reserves and cash flow, the Company expects to fund the repurchases out of
its existing cash balance.
Issuance
of Press Release
On
March 30, 2026, the Company issued a press release regarding the Share Repurchase Program. A copy of the press release is filed as an
exhibit to this Form 6-K as Exhibit 99.1
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.
EXHIBIT
INDEX
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press release issued on March 30, 2026 |
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 March 30, 2026.
| |
ROMA
GREEN FINANCE LIMITED |
| |
|
|
| |
By: |
/s/
Luk Huen Ling Claire |
| |
Name: |
Luk
Huen Ling Claire |
| |
Title: |
Chairlady,
Executive Director and Chief Executive Officer |
Exhibit
99.1
Roma
Green Finance Limited Announces US$100.0 Million Share Repurchase Program
Hong
Kong, March 30, 2026 (GlobeNewswire) — Roma Green Finance Limited (“ROMA” or the “Company”)
(Nasdaq: ROMA), an established provider of customized ESG, corporate governance and comprehensive sustainability and climate change solutions,
including risk management solutions, today announced that its board of directors has authorized a share repurchase program, effective
immediately, under which the Company may repurchase up to US$100.0 million of its Class A Ordinary Shares. The repurchase program will
remain in effect until December 31, 2028, unless earlier modified, suspended, or terminated by the Company’s board of directors.
The
Company’s proposed repurchases may be made from time to time on the open market at prevailing market prices, in privately negotiated
transactions, in block trades and/or through other legally permissible means, depending on market conditions and in accordance with applicable
rules and regulations, at the Company’s discretion. The board of directors of the Company may, at any time after the date of this
announcement, implement the share repurchase, including but not limited to implementing the share repurchase in accordance with plans
under Rule 10b5-1 and/or Rule 10b-18 under the U.S. Securities Exchange Act of 1934, as amended. As of the date of this announcement,
the Company has not adopted any specific trading plan under Rule 10b5-1, and any such plan, if adopted, will be established in compliance
with applicable SEC rules and will be disclosed as required.
The
authorization does not obligate the Company to repurchase any specific number of shares. The actual timing, manner, number, and value
of shares repurchased will depend on a variety of factors, including market conditions, stock price, trading volume, and the Company’s
liquidity and capital allocation priorities. The Company’s board of directors will review the share repurchase program periodically
and may authorize adjustment of its terms and size, or suspend or discontinue the program at any time without prior notice. Depending
on the Company’s current cash reserves and cash flow, the Company expects to fund the repurchases out of its existing cash balance.
All repurchases will comply with the applicable conditions of Rule 10b-18 under the Securities Exchange Act of 1934, as amended, and
other applicable legal requirements.
About
Roma Green Finance Limited
Roma
Green Finance Limited is a holding company incorporated as an exempted company under the laws of the Cayman Islands. As a holding company
with no material direct operations of its own, the Company conducts its operations as a professional specialist in the provision of environmental,
social and governance (ESG), sustainability and climate change related advisory services through its operating subsidiaries in Hong Kong
and Singapore. The Group was founded in 2018 and started providing core sustainability program development and ESG reporting services
which enable corporates to demonstrate compliance with applicable rules and regulations. The Company is driven by its passion to help
corporates enhance their ESG performance as a cause of business sustainability. The Company aims to walk along the sustainability journey
with its clients and provide extensive support to them at every point of the journey, from sustainability program development, to ESG
reporting, climate change strategies and solutions, environmental audit, and many other offerings.
Forward-Looking
Information Cautionary Statement
Certain
statements in this release, other than purely historical information, including estimates, projections, statements relating to our business
plans, objectives and expected operating results, and the assumptions upon which those statements are based, are “forward-looking
statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933
and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements generally are identified by the words “believe,”
“project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,”
“future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,”
“will be,” “will continue,” “will likely result” and similar expressions.
Forward-looking
statements are based on current expectations and assumptions, which are subject to risks and uncertainties that may cause results to
differ materially from those expressed or implied in the forward-looking statements. A number of factors could cause actual future events
to differ materially from the forward-looking statements in this press release, including but not limited to: market conditions, share
price and trading volume of the Company’s Class A Ordinary Shares; the Company’s strategic decisions regarding use of capital;
the Company’s working capital available for share repurchases; the Company’s ability to execute its business strategies;
the possibility that the share repurchase program may be suspended, modified, or discontinued at any time and that the program may not
be completed in whole or in part; and other risks and uncertainties described in the Company’s most recently filed annual report
on Form 20-F and other filings with the Securities and Exchange Commission.
We
undertake no obligation to update or revise publicly any forward-looking statements, whether because of new information, future events
or otherwise, except to the extent required by law. We cannot guarantee that future results reflected in the forward-looking statements
will occur.
Contact:
Investor
Relations Team
+852
2529 6878 / ir@hbkstrategy.com
Flat
605, 6/F., Tai Tung Building, 8 Fleming Road, Wanchai, Hong Kong
