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 2025.
Commission
File Number 001-41681
WANG
& LEE GROUP, Inc.
(Translation
of registrant’s name into English)
Mr.
Pui Lung Ho, Chief Executive Officer
5-6/F
Wing Tai Factory Building,
3
Tai Yip Street,
Kwun
Tong,
Kowloon,
Hong Kong
Telephone:
+852 2889 1313
(Address
of principal executive office)
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
NASDAQ
DELISTING
On
August 22, 2025, the Company received notification from The Nasdaq Stock Market LLC (“Nasdaq”), notifying the Company that
its securities will be delisted from the Nasdaq Capital Market and trading thereof will be suspended at the open of trading on August
26, 2025. The determination to delist the Company’s securities was a result of the Company’s violation of Nasdaq Listing
Rules 5100, 5250(e)(2), 5550(a)(2) and 5810(c)(3)(A)(iii), the “Public Interest Concern”, “Listing of Additional Shares”,
“Bid Price”, and “Low Priced Stocks” Rules.
As
disclosed previously, the Company received Staff Delisting Determinations dated June 25, 2025 notifying the Company that Nasdaq had initiated
the process of delisting the Company’s securities from the Nasdaq Capital Market as a result of the Company’s non-compliance
with the foregoing listing rules, which the company timely appealed to the Nasdaq Hearings Panel (the “Panel”). At a hearing
before the Panel on August 12, 2025, the Company presented a plan to regain and maintain compliance with the Public Interest Concern,
Listing of Additional Shares, Bid Price, and Low Priced Stocks Rules, predicated, inter alia, on (i) reverse stock split to regain
compliance with the Bid Price Rule and the Low Price Rule, (ii) the cancellation of the convertible notes previously issued, (iii) inclusion
of a floor price provision on any remaining unconverted amount for convertible notes, (iv) adding a minimum floor price for any securities
issued for any future financing transaction, and (v) covenanted to promptly reporting any changes in the number of outstanding shares.
Nasdaq determined to deny the request of the Company to continue its listing on The Nasdaq Stock Market on August 22, 2025.
The
Company expects its securities to trade on the OTC Pink Current Market for the time being, but will endeavor to qualify for trading on
the OTCQB or OTCQX markets in due course.
Forward-Looking
Statements
This
Form 6-K contains forward-looking statements that involve risks and uncertainties, including all the risk factors detailed from time
to time in the Company’s periodic reports and other filings with the U.S. Securities and Exchange Commission. You are cautioned
not to place undue reliance on forward-looking statements, which are based on the Company’s current expectations and assumptions
and speak only as of the date of this Form 6-K. The Company does not intend to revise or update any forward-looking statement in this
Form 6-K as a result of new information, future events or otherwise, except as required by law.
INCORPORATION
BY REFERENCE
This
report on Form 6-K shall be deemed to be incorporated by reference into WANG & LEE GROUP, Inc.’s registration statements (i)
on Form S-8 (File Number: 333-283545) and (ii) on Form F-3 (File Number: 333-281859), each as filed with the Securities and Exchange
Commission and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports
subsequently filed or furnished.
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:
August 26, 2025 |
WANG
& LEE GROUP, INC. |
| |
|
|
| |
By: |
/s/
Pui Lung Ho |
| |
Name: |
Pui
Lung Ho |
| |
Title: |
Chief
Executive Officer |
