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 June 2026
Commission
File No. 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
Form
20-F ☒ Form 40-F ☐
Entry
into an At the Market Offering Agreement
On
June 15, 2026, Roma Green Finance Limited (the “Company”) entered into
an At the Market Offering Agreement (the “Sales Agreement”) with H.C. Wainwright & Co., LLC as the sole and exclusive
sales agent (the “Sales Agent”), pursuant to which the Company may offer and sell, from time to time, its Class A ordinary
shares, through or to the Sales Agent in an “at the market offering” (the “ATM Offering”), as defined in Rule
415(a)(4) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), for an aggregate offering price
of up to US$200,000,000 (the “Offered Shares”).
Any
Offered Shares offered in the ATM Offering will be issued pursuant to the Company’s registration statement on Form
F-3 (File No. 333-293449) and the prospectus contained therein, declared effective by the Securities and Exchange Commission (the
“SEC”) on February 27, 2026, and the prospectus supplement dated June 15, 2026. Subject to the terms and conditions
included in the Sales Agreement, the Sales Agent has agreed to use commercially reasonable efforts consistent with its normal trading
and sales practices to sell the Offered Shares pursuant to the Sales Agreement from time to time, based upon instructions from the Company,
including any price, time or size limits or other customary parameters or conditions the Company may impose.
The
Company is not obligated to sell any Offered Shares under the Sales Agreement. Upon delivery of a sales notice, and subject to the Company’s
instructions in that notice, and the terms and conditions of the Sales Agreement generally, the Sales Agent may sell the Offered Shares
by any method permitted by law deemed to be an “at the market offering” as defined by Rule 415(a)(4) promulgated under the
Securities Act.
The
Company and the Manager shall each have the right to terminate this Agreement at any time upon ten (10) Business Days’ prior written
notice.
The
Company has agreed to pay the Sales Agent a commission rate up to 3.0% of the gross sales price from each sale of Offered Shares pursuant
to the ATM Agreement and has agreed to customary indemnification and contribution rights in favor of the Sales Agent.
Additionally,
the Company has agreed to reimburse the Sales Agent for certain specified expenses. The Sales Agreement contains customary representations
and warranties and conditions to the sale of the Offered Shares thereunder.
A
copy of the opinion of Conyers Dill & Pearman, the Cayman Islands counsel to the Company, relating to the legality of the issuance
and sale of the Offered Shares under the Sales Agreement is attached as Exhibit 5.1 to this Report on Form 6-K.
The
foregoing description of the Sales Agreement is not complete and is qualified in its entirety by reference to the full text of such agreement,
a copy of which is filed herewith as Exhibit 10.1 to this Report on Form 6-K and is incorporated herein by reference.
This
Report on Form 6-K shall not constitute an offer to sell or the solicitation of an offer to buy the Company’s securities, nor shall
there be any offer, solicitation, or sale of the Company’s 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.
This
report on Form 6-K is incorporated by reference into the prospectus contained in the Company’s registration statement on Form F-3
(File No. 333-293449) declared effective by the Securities and Exchange Commission on February 27, 2026 and into each prospectus outstanding
under the foregoing registration statements, to the extent not superseded by documents or reports subsequently filed or furnished by
the Company under the Securities Act, or the Securities Exchange Act of 1934, as amended.
EXHIBIT
INDEX
| Exhibit
No. |
|
Description |
| 5.1 |
|
Opinion of Conyers Dill & Pearman, Cayman Islands Counsel to the Company |
| 10.1 |
|
Sales Agreement dated June 15, 2026, between the Company and the Sales Agent |
| 23.1 |
|
Consent of Conyers Dill & Pearman, Cayman Islands Counsel to the Company (included in Exhibit 5.1) |
SIGNATURE
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.
Dated:
June 15, 2026
| |
Roma
Green Finance Limited |
| |
|
|
| |
By: |
/s/
Luk Huen Ling Claire |
| |
Name:
|
Luk
Huen Ling Claire |
| |
Title: |
Chairlady,
Executive Director and Chief Executive Officer |