BUUU 6-K

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

Washington,D.C. 20549

Form6-K

REPORTOF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of September 2025

Commission File Number: 001-42803

BUUUGroup Limited

(Translation of registrant’s name into English)

FlatB, 16/F, Ford Glory Plaza

37Wing Hong Street

CheungSha Wan, Hong Kong

(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 ☐

On August 13, 2025, BUUU Group Limited, a British Virgin Islands company (the “Company”), entered into an underwriting agreement with Dominari Securities LLC (the “Representative”), the representative of the underwriters named therein (the “Underwriters”), pursuant to which the Company agreed to sell to the Underwriters in a firm commitment underwritten initial public offering (the “IPO”) an aggregate of 1,500,000 Class A ordinary shares, of no par value (the “Class A Ordinary Shares”), at an offering price of $4.00 per share. The Company has also granted the Underwriters a 45-day option (the “Over-Allotment Option”), exercisable by the Representative, to purchase up to an additional 225,000 Class A Ordinary Shares to cover over-allotments, if any.

On August 27, 2025, the Representative partially exercised its Over-Allotment Option to purchase an additional 175,000 Class A Ordinary Shares of the Company at the public offering price of US$4.00 per share. The closing for the sale of the Over-Allotment Option took place on September 3, 2025. As a result, the gross proceeds of the Company’s initial public offering, including the proceeds from the exercise of the Over-Allotment Option, totaled approximately US$6.7 million, before deducting underwriting discounts and other related expenses.

A copy of the press release announcing the Representative’s exercise of the Over-Allotment Option is attached as Exhibit 99.1 and incorporated herein by reference.

This report does not constitute an offer to sell, or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.

EXHIBITSINDEX

1

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.

2

Exhibit99.1

BUUUGroup Limited Announces Partial Exercise of Underwriter’s Over-Allotment Option

Hong Kong, Sept. 03, 2025 (GLOBE NEWSWIRE) -- BUUU Group Limited (Nasdaq: BUUU) (the “Company”), an established  meetings, incentives, conferences and exhibitions (“MICE”) solutions provider based in Hong Kong , today announced the partial exercise of the over-allotment option (the “Over-Allotment”) by the underwriter (the “Underwriter”) of its initial public offering (the “Offering”) to purchase an additional 175,000 Class A ordinary shares (the “Class A Ordinary Shares”) of the Company at the public offering price of US$4.00 per share and the closing of such issuance.

The Class A Ordinary Shares commenced trading on the Nasdaq Capital Market on August 14, 2025, under the symbol “BUUU.”

The Company received aggregate gross proceeds of US$700,000 from this Over-Allotment closing, and the aggregate gross proceeds from the Offering increased to US$6.7 million, before deducting underwriting discounts and other related expenses.

The Company intends to use the net proceeds for enhancing its brand recognition, strengthening its marketing initiatives, expanding service offerings, integrating advanced technologies to its operations, expansion into the U.S. and Southeast Asia markets, and general corporate purposes.

The Offering was conducted on a firm commitment basis. Dominari Securities LLC acted as the representative of the underwriters, with Revere Securities LLC and Pacific Century Securities LLC acting as the co-underwriters (collectively, the “Underwriters”) for the Offering. Ortoli Rosenstadt LLP, Ogier, David Fong & Co. acted as United States, British Virgin Islands, and Hong Kong legal counsels to the Company, respectively. Onestop Assurance PAC acted as the reporting accountants of the Company. Sichenzia Ross Ference Carmel LLP acted as legal counsel to the Underwriters for the Offering.

The Offering was conducted pursuant to the Company’s Registration Statement on Form F-1 (File No. 333-286203) previously filed with, and subsequently declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on August 13, 2025. A final prospectus describing the terms of the Offering was filed with the SEC on August 14, 2025, and is available on the SEC’s website at www.sec.gov. Alternatively, copies of the prospectus relating to the Offering may be obtained, when available, from Dominari Securities LLC by email at [email protected], by standard mail to Dominari Securities LLC, 725 Fifth Avenue, 23rd Floor New York, NY 10022, or by telephone at (212) 393-4500; or from Revere Securities LLC by email at [email protected], by standard mail to Revere Securities LLC, 560 Lexington Avenue, 16th Floor, New York, NY 10022, or by telephone at +1 (212) 688-2350; or from Pacific Century Securities LLC by email at [email protected], by standard mail to Pacific Century Securities, LLC, 60-20 Woodside Avenue Ste 211 Queens, NY 11377, or by telephone at 212-970-8868.

Before you invest, you should read the prospectus and other documents the Company has filed or will file with the SEC for more information about the Company and the Offering. This press release has been prepared for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy any securities, and no sale of these securities may be made 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 other jurisdiction.

AboutBUUU Group Limited

Headquartered in Hong Kong, we have grown into a premier MICE solutions provider. Our comprehensive MICE solutions portfolio is designed to meet the diverse needs of our clients, spanning across two core areas – event management and stage production. Our diverse clientele includes public institutions, marketing and public relations firms, real estate corporations, and various established brands. We are committed to craft innovative and high-quality experiences that meet our clients’ unique specifications and drive their success.

FORWARD-LOOKINGSTATEMENTS

This press release contains forward-looking statements. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements that are other than statements of historical facts. When the Company uses words such as “may, “will, “intend,” “should,” “believe,” “expect,” “anticipate,” “project,” “estimate” or similar expressions that do not relate solely to historical matters, it is making forward-looking statements. These forward-looking statements include, without limitation, the Company’s statements regarding its intended use of proceeds from the sale of Company’s Class A Ordinary Shares in the Offering. Forward-looking statements are not guarantees of future performance and involve risks and uncertainties that may cause the actual results to differ materially from the Company’s expectations discussed in the forward-looking statements. These statements are subject to uncertainties and risks including, but not limited to, the uncertainties related to market conditions and other factors discussed in the “Risk Factors” section of the registration statement filed with the SEC. For these reasons, among others, investors are cautioned not to place undue reliance upon any forward-looking statements in this press release. Additional factors are discussed in the Company’s filings with the SEC, which are available for review at www.sec.gov. The Company undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date hereof.

Contacts

BUUU Group Limited

Investor Relations

Email: [email protected]