6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TORULE 13a-16 OR 15d-16UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of July 2025

Commission File Number: 001-42723

GRANDE GROUP LIMITED

(Translation of registrant’s name into English)

Suite 2701, 27/F., Tower 1,Admiralty Center, 18 Harcourt Road,Admiralty, 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 June 30, 2025, Grande Group Limited, a British Virgin Islands company (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Cathay Securities, Inc., as representative (the “Representative”) of the underwriters named therein, pursuant to which the Company agreed to sell to the Representative in a firm commitment underwritten public offering (the “Offering”) an aggregate of 1,875,000 Class A ordinary shares of the Company, par value $0.00001 per share (the “Class A Ordinary Shares”), at a public offering price of $5.00 per share. The Company has also granted the Underwriter a 45-day option (the “Over-allotment Option”) to purchase up to an additional 281,250 Class A Ordinary Shares at the public offering price.

On July 10, 2025, the Representative exercised its Over-allotment Option fully to purchase an additional 281,250 Class A Ordinary Shares of the Company at the public offering price of US$5.00 per share. The closing for the sale of the Over-allotment Option took place on July 14, 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$10.78 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.

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EXHIBITS INDEX

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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.

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Exhibit99.1

GRANDE GROUP LIMITED ANNOUNCES FULL EXERCISE OF UNDERWRITER’S OVER-ALLOTMENT OPTION

Hong Kong, July 14, 2025 (GLOBE NEWSWIRE) -- GRANDE GROUP LIMITED (“GRAN” or the “Company”) (Nasdaq: GRAN), a Hong Kong-based financial services provider which principally engages in the provision of corporate finance advisory services and IPO sponsor services through its Hong Kong subsidiary, Grande Capital Limited, today announced the full 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 281,250 Class A ordinary shares (the “Class A Ordinary Shares”) of the Company at the public offering price of US$5.00 per share and the closing of such issuance.

The Class A Ordinary Shares commenced trading on the Nasdaq Capital Market on July 1, 2025, under the ticker symbol “GRAN.”

The gross proceeds from this Over-allotment closing were US$1,406,250 and the aggregate gross proceeds from the Offering increased to approximately US$10.78 million, before deducting underwriting discounts and other offering expenses.

The Company intends to use the net proceeds from the Offering for strengthening the corporate finance advisory business, developing the asset management business, establishing equity capital market services, and general working capital purposes.

The Offering was conducted on a firm commitment basis. Cathay Securities, Inc. acted as the Underwriter for the Offering. Ortoli Rosenstadt LLP acted as the U.S. securities counsel to the Company. Ogier acted as the British Virgin Islands legal counsel to the Company. Loong & Yeung and David Fong & Co. acted as the Hong Kong legal counsels to the Company. WWC, P.C. acted as the independent registered public accounting firm of the Company.  Hunter Taubman Fischer & Li LLC acted as the U.S. securities counsel to the Underwriter, in connection with the Offering.

The Offering was conducted pursuant to the Company’s Registration Statement on Form F-1 (File No. 333-283705) previously filed with, and subsequently declared effective on June 30, 2025 by the U.S. Securities and Exchange Commission (the “SEC”). The Offering was made only by means of a prospectus. Copies of the final prospectus related to the Offering may be obtained, when available, from Cathay Securities, Inc.: 40 Wall St Suite 3600, New York, NY 10005, United States, Attention: Shell Li, or via email at service@cathaysecurities.com or telephone at +1 (855) 939-3888, or 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 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.

About Grande Group Limited

Through its Hong Kong subsidiary, Grande Capital Limited, Grande Group Limited is a Hong Kong-based financial services provider which principally engages in the provision of corporate finance advisory services and IPO sponsor services. Grande Capital Limited is licensed with the Securities and Futures Commission of Hong Kong (“HKSFC”) to engage in Type 1 (dealing in securities) and Type 6 (advising on corporate finance) regulated activities in Hong Kong. For more information, please visit: https://grande-capital.com/

Forward-Looking Statement

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. 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 the completion of the initial public offering on the anticipated terms or at all, 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.

For more information, please contact:

Grande Group Limited Investor Relations Contact:

Christensen Advisory

Joanna Quan

Email: grande.capital@christensencomms.com

Tel: +86-10-5900-1548