ChowChow Cloud International Holdings Ltd 6-K, filed Sep 18, 2025
ChowChow Cloud International Holdings Ltd (CHOW)
About this 6-K
ChowChow Cloud International Holdings Ltd filed this 6-K on September 18, 2025.
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 September 2025
Commission File Number: 001-42839
ChowChow Cloud International Holdings Limited
Unit 03, 23/F, Aitken Vanson Centre,
No. 61 Hoi Yuen Road, Kwun Tong
Kowloon, Hong Kong
+852 3461 3788
(Address of principal executive offices)
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 ☐
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): ☐
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): ☐
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:
Yes ☐ No ☒
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):
On September 15, 2025, ChowChow Cloud International Holdings Limited (the “Company”) entered into an underwriting agreement with US Tiger Securities, Inc., as the underwriter, in connection with its initial public offering (the “IPO”) of 2,600,000 ordinary shares, par value US$0.0001 per share (the “Shares”) at a price of US$4.00 per share. On September 17, 2025, the Company closed its IPO.
The Company’s registration statement on Form F-1 (File No. 333-286296) for the IPO, originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 1, 2025 (as amended, the “Registration Statement”), was declared effective by the SEC on September 15, 2025.
In connection with the IPO, the Company issued two press releases on September 15, 2025 and September 17 announcing the pricing and closing of the IPO. The press releases, furnished in this report as Exhibit 99.1 and Exhibit 99.2, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section.
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.
| 2 |
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.
| ChowChow Cloud International Holdings Limited | ||
| Date: September 17, 2025 | By: | /s/ Yee Kar Wing |
| Name: | Yee Kar Wing | |
| Title: | Chairman of the Board and Chief Executive Officer | |
| 3 |
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Press Release on Pricing of the Company’s Initial Public Offering | |
| 99.2 | Press Release on Closing of the Company’s Initial Public Offering |
| 4 |
Exhibit 99.1
ChowChow Cloud Announces Pricing of Initial Public Offering
September 15, 2025 11:30 PM Eastern Standard Time
HONG KONG--(BUSINESS WIRE)-- ChowChow Cloud International Holdings Limited (“ChowChow Cloud” or the “Company”), a technology company providing one-stop cloud solutions in Hong Kong, announced today the pricing of its initial public offering (the “Offering”) of 2,600,000 ordinary shares at a price of US$4.00 per share to the public, for a total of US$10,400,000 of gross proceeds to the Company, before deducting underwriting discounts and other offering expenses.
The Company has granted a 45-day option to the underwriter to purchase up to 390,000 additional ordinary shares, representing 15% of the ordinary shares sold in this Offering, at the public offering price, less the underwriting discounts, solely to cover over-allotments, if any. All of the ordinary shares are being offered by the Company. The ordinary shares are expected to begin trading on the NYSE American on September 16, 2025, under the symbol “CHOW”. The Offering is expected to close on September 17, 2025, subject to the satisfaction of customary closing conditions.
US Tiger Securities, Inc. is acting as the sole book-running manager of the Offering. Sidley Austin LLP is acting as U.S. counsel to the Company, and VCL Law LLP is acting as U.S. counsel to US Tiger Securities, Inc. in connection with the Offering.
A registration statement on Form F-1 (File No. 333- 286296) relating to the Offering, as amended, has been filed with the Securities and Exchange Commission (the “SEC”) and was declared effective by the SEC on September 15, 2025. The Offering is being made only by means of a prospectus, forming part of the registration statement. Copies of the final prospectus related to the Offering may be obtained, when available, from US Tiger Securities, Inc., 437 Madison Ave., 27th Floor, New York, NY 10022, by email at ECM@ustigersecurities.com, or by telephone at +1 (646) 978-5188. In addition, a copy of the final prospectus, when available, relating to the Offering may be obtained via the SEC’s website at www.sec.gov.
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 shall not constitute an offer to sell or the solicitation of an offer to buy these securities, 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 registration or qualification under the securities laws of any such state or jurisdiction.
About ChowChow Cloud International Holdings Limited
ChowChow Cloud is a pioneer in providing one-stop cloud solutions that support companies across the IT industry value chain throughout their entire cloud transformation journey from consulting, deployment and migration to cloud environment building and management. ChowChow Cloud was founded in December 2014 by a group of passionate and experienced professionals, who envisioned the potential of cloud technology to transform the way businesses of various sizes operate. Recognizing the growing need for digitization and the benefits that cloud technology could bring to businesses, ChowChow Cloud’s founders set out to create a company that would bridge the gap between cloud services providers and companies who seek to move to the cloud.
Forward-Looking Statements
Statements in this press release about future expectations, plans and prospects, as well as any other statements regarding matters that are not historical facts, may constitute “forward-looking statements” within the meaning of The Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements relating to the expected trading commencement and closing dates. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including: the uncertainties related to market conditions and the completion of the public offering on the anticipated terms or at all, and other factors discussed in the “Risk Factors” section of the preliminary prospectus filed with the SEC. Any forward-looking statements contained in this press release speak only as of the date hereof, and ChowChow Cloud specifically disclaims any obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law.
Contacts:
For Investor Relations:
Investor Relations Team
ChowChow Cloud International Holdings Limited
Email: ir@chochowcloud.com
Exhibit 99.2
ChowChow Cloud Announces Pricing of Initial Public Offering
September 17, 2025
HONG KONG--(BUSINESS WIRE)-- ChowChow Cloud International Holdings Limited (“ChowChow Cloud” or the “Company”), a technology company providing one-stop cloud solutions in Hong Kong, announced today the closing of its previously announced initial public offering (the “Offering”) of 2,990,000 ordinary shares, including 390,000 over-allotment shares, at a price of US$4.00 per share to the public, for a total of US$ 11,960,000 of gross proceeds to the Company, before deducting underwriting discounts and other offering expenses. The shares began trading on the NYSE American on September 16, 2025 under the symbol “CHOW.”
US Tiger Securities, Inc. is acting as the sole book-running manager of the Offering. Sidley Austin LLP is acting as U.S. counsel to the Company, and VCL Law LLP is acting as U.S. counsel to US Tiger Securities, Inc. in connection with the Offering.
A registration statement on Form F-1 (File No. 333- 286296) relating to the Offering, as amended, has been filed with the Securities and Exchange Commission (the “SEC”) and was declared effective by the SEC on September 15, 2025. The Offering is being made only by means of a prospectus, forming part of the registration statement. Copies of the final prospectus related to the Offering may be obtained from US Tiger Securities, Inc., 437 Madison Ave., 27th Floor, New York, NY 10022, by email at ECM@ustigersecurities.com, or by telephone at +1 (646) 978-5188. In addition, a copy of the final prospectus relating to the Offering may be obtained via the SEC’s website at www.sec.gov.
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 shall not constitute an offer to sell or the solicitation of an offer to buy these securities, 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 registration or qualification under the securities laws of any such state or jurisdiction.
About ChowChow Cloud International Holdings Limited
ChowChow Cloud is a pioneer in providing one-stop cloud solutions that support companies across the IT industry value chain throughout their entire cloud transformation journey from consulting, deployment and migration to cloud environment building and management. ChowChow Cloud was founded in December 2014 by a group of passionate and experienced professionals, who envisioned the potential of cloud technology to transform the way businesses of various sizes operate. Recognizing the growing need for digitization and the benefits that cloud technology could bring to businesses, ChowChow Cloud’s founders set out to create a company that would bridge the gap between cloud services providers and companies who seek to move to the cloud.
Forward-Looking Statements
Statements in this press release about future expectations, plans and prospects, as well as any other statements regarding matters that are not historical facts, may constitute “forward-looking statements” within the meaning of The Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements relating to the expected trading commencement and closing dates. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including: the uncertainties related to market conditions and the completion of the public offering on the anticipated terms or at all, and other factors discussed in the “Risk Factors” section of the preliminary prospectus filed with the SEC. Any forward-looking statements contained in this press release speak only as of the date hereof, and ChowChow Cloud specifically disclaims any obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law.
Contacts:
For Investor Relations:
Investor Relations Team
ChowChow Cloud International Holdings Limited
Email: ir@chochowcloud.com