6-K
Energys Group Ltd (ENGS)
UNITEDSTATES
SECURITIESAND EXCHANGE COMMISSION
WASHINGTON,D.C. 20549
FORM6-K
REPORTOF FOREIGN PRIVATE ISSUER
PURSUANTTO RULE 13a-16 OR 15d-16 OF THE
SECURITIESEXCHANGE ACT OF 1934
For the month of April 2025
Commission File Number: 001-41975
ENERGYSGROUP LIMITED
(Translation of registrant’s name into English)
Franklyn House, Daux Road
Billingshurst, West Sussex
RH149SJ
United Kingdom
(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): ☐
Entryinto a Material Definitive Agreement
Entryinto Underwriting Agreement and Closing of Offering
On March 31, 2025, Energys Group Limited (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”), with American Trust Investment Services, Inc., as representative (the “Representative”) of the underwriters listed on Schedule 1-A thereto (the “Underwriters”). The Underwriting Agreement relates to a firm commitment underwritten public offering (the “Offering”) of 2,250,000 ordinary shares of the Company being sold by the Company. The offering price to the public is $4.50 per share. In addition, the Company granted the Underwriters a 45-day option to purchase up to an additional 337,500 ordinary shares at the public offering price, less underwriting discounts and commissions.
On April 2, 2025 the Company closed the initial public offering. The Offering was conducted pursuant to the Company’s registration statement on Form F-1 (File No. 333-275956) (the “Registration Statement”) initially filed with the Securities and Exchange Commission on December 8, 2023 and declared effective on March 14, 2025. The Shares were previously approved for listing on The Nasdaq Capital Market and commenced trading under the ticker symbol “ENGS.”
The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is filed herewith as Exhibit 1.1, and is incorporated herein by reference.
OtherEvents
Issuancesof Press Releases
On March 31, 2025, the Company issued a press release announcing the pricing of the Offering and on April 2, 2025, the Company issued a press release announcing the closing of the Offering. The press releases, furnished in this report as Exhibits 99.1 and 99.2, respectively, 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.
Forward-LookingStatements
Matters discussed in this report may constitute forward-looking statements. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements, other than statements of historical facts. The words “believe,” “anticipate,” “intends,” “estimate,” “potential,” “may,” “should,” “expect,” “pending” and similar expressions identify forward-looking statements. The forward-looking statements in this report are based upon various assumptions. Although we believe that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies, which are difficult or impossible to predict and are beyond our control, we cannot assure you that we will achieve or accomplish these expectations.
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.
| Dated:<br> April 7, 2025 | ENERGYS GROUP LIMITED |
|---|---|
| /s/ Kevin Cox | |
| Kevin<br> Cox | |
| Chief<br> Executive Officer and Director | |
| Exhibit No. | Description |
| --- | --- |
| 1.1 | Underwriting Agreement dated March 31, 2025 by and between Energys Group Limited and American Trust Investment Services, Inc. |
| 99.1 | Press Release dated March 31, 2025 |
| 99.2 | Press Release dated April 2, 2025 |
Exhibit1.1
Exhibit99.1
EnergysGroup Announces Pricing of $10.125 Million Initial Public Offering and Nasdaq Listing
UNITED KINGDOM, March 31, 2025 (GlobeNewswire) – Energys Group Limited (NASDAQ: ENGS) (“Energys Group” or the “Company”), a vertically integrated energy efficiency and decarbonization solutions provider for the build environment, today announced the pricing of its initial public offering (the “Offering”) of 2,250,000 ordinary shares (the “Ordinary Shares”) at a public offering price of US$4.50 per Ordinary Share, for total gross proceeds of US$10,125,000 before deducting underwriting discounts and other offering expenses.
The Ordinary Shares have been approved for listing on the NASDAQ Capital Market and are expected to commence trading on April 1, 2025, under the ticker symbol “ENGS.”
The Company has granted the underwriters an option, within 45 days from the date of the prospectus, to purchase up to an additional 337,500 Ordinary Shares at the initial public offering price, less underwriting discounts and commissions, to cover the over-allotment option, if any.
The Offering is being conducted on a firm commitment basis. American Trust Investment Services, Inc. (“American Trust”) is acting as the representative of the underwriters for the Offering. Schlueter & Associates, P.C. acted as U.S. counsel to the Company, and DeMint Law, PLLC acted as U.S. counsel to American Trust, in connection with the Offering.
The Offering is expected to close on April 2, 2025, subject to customary closing conditions.
The Company intends to use the proceeds from this Offering 1) to expand its operating network in the United Kingdom; 2) for inventory procurement; 3) to establish operating subsidiaries in the United States; 4) to identify and pursue merger and acquisition opportunities; 5) to expand research and development capabilities; 6) to repay certain bank borrowings; and 7) to use as general working capital.
A registration statement relating to the Offering, as amended, (File No. 333-275956) has been filed with the U.S. Securities and Exchange Commission (the “SEC”), and was declared effective by the SEC on March 14, 2025.
Thispress release does not constitute an offer to sell or a solicitation of an offer to buy the securities described herein, nor shall therebe any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior toregistration or qualification under the securities laws of any such state or jurisdiction.
The Offering is being made only by means of a prospectus. Copies of the final prospectus related to the Offering may be obtained from American Trust, Attn: Syndicate Department, 1244 119^th^ Street, Whiting, IN 46394, via email at [email protected] or via telephone at (219) 473-5542. In addition, a copy of the final prospectus can be obtained via the SEC’s website at www.sec.gov.
AboutEnergys Group
Founded in 1998 as an energy conservation consultancy, Energys Group Limited (NASDAQ: ENGS) (“Energys Group” or the “Company”) has since transitioned into a vertically integrated energy efficiency and decarbonization solutions provider for the build environment. Serving organizations from both the private and public sectors, including schools, universities, hospitals and offices, primarily in the UK, the Company’s vision is to deliver innovative solutions that reduce carbon emissions, lower costs and support Net Zero agenda – alongside improving the wellbeing of building users within the built environment.
Forward-LookingStatements
All statements other than statements of historical fact in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on current expectations and projections about future events and financial trends that the Company believes may affect its financial condition, results of operations, business strategy and financial needs. Investors can identify these forward-looking statements by words or phrases such as “may,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “potential,” “continue,” “is/are likely to” or other similar expressions. The Company undertakes no obligation to update forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company’s registration statement and in its other filings with the SEC.
Formore information, please contact:
DLK Advisory
Phone: +852-2857-7101
Email: [email protected]
Exhibit99.2
EnergysGroup Announces Closing of $10.125 Million Initial Public Offering
BILLINGSHURST, WEST SUSSEX, UNITED KINGDOM, APRIL 2, 2025 (GlobeNewswire) – Energys Group Limited (NASDAQ: ENGS) (“Energys Group” or the “Company”), a vertically integrated energy efficiency and decarbonization solutions provider for the built environment, today announced the closing of its initial public offering (the “Offering”) of 2,250,000 ordinary shares (the “Ordinary Shares”) at a public offering price of US$4.50 per Ordinary Share, for total gross proceeds of US$10,125,000 before deducting underwriting discounts and other offering expenses. The Offering closed on April 2, 2025 and the Ordinary Shares began trading on The Nasdaq Capital Market on April 1, 2025, under the ticker symbol “ENGS.”
The Company has granted the underwriters an option, within 45 days from the date of the prospectus, to purchase up to an additional 337,500 Ordinary Shares at the initial public offering price, less underwriting discounts and commissions, to cover over-allotments, if any.
The Offering was conducted on a firm commitment basis. American Trust Investment Services, Inc. (“American Trust”) acted as the representative of the underwriters for the Offering. Schlueter & Associates, P.C. acted as U.S. counsel to the Company, and DeMint Law, PLLC acted as U.S. counsel to American Trust, in connection with the Offering.
The Company intends to use the proceeds from this Offering 1) to expand its operating network in the United Kingdom; 2) for inventory procurement; 3) to establish operating subsidiaries in the United States; 4) to identify and pursue merger and acquisition opportunities; 5) to expand research and development capabilities; 6) to repay certain bank borrowings; and 7) to use as general working capital.
A registration statement relating to the Offering, as amended (File No. 333-275956), was filed with the U.S. Securities and Exchange Commission (the “SEC”), and was declared effective by the SEC on March 14, 2025.
This press release does not constitute an offer to sell or a solicitation of an offer to buy the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
The Offering is being made only by means of a prospectus. Copies of the final prospectus related to the Offering may be obtained from American Trust, Attn: Syndicate Department, 1244 119^th^ Street, Whiting, IN 46394, via email at [email protected], or via telephone at (219) 473-5542. In addition, a copy of the final prospectus can be obtained via the SEC’s website at www.sec.gov.
AboutEnergys Group
Founded in 1998 as an energy conservation consultancy, Energys Group Limited (NASDAQ: ENGS) (“Energys Group” or the “Company”) has since transitioned into a vertically integrated energy efficiency and decarbonization solutions provider for the built environment. Serving organizations from both the private and public sectors, including schools, universities, hospitals and offices, primarily in the UK, the Company’s vision is to deliver innovative solutions that reduce carbon emissions, lower costs and support Net Zero agenda – alongside improving the wellbeing of building users within the built environment.
Forward-LookingStatements
All statements other than statements of historical fact in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on current expectations and projections about future events and financial trends that the Company believes may affect its financial condition, results of operations, business strategy and financial needs. Investors can identify these forward-looking statements by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “potential,” “continue,” “is/are likely to” or other similar expressions. The Company undertakes no obligation to update forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company’s registration statement and in its other filings with the SEC.
Formore information, please contact:
DLK Advisory
Phone: +852-2857-7101
Email: [email protected]