6-K

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

WASHINGTON,D.C. 20549

FORM6-K

REPORTOF FOREIGN PRIVATE ISSUER

PURSUANTTO RULE 13a-16 OR 15d-16

UNDERTHE SECURITIES EXCHANGE ACT OF 1934

For the month of May 2025

CommissionFile Number 001-41471

GraphexGroup Limited

(Translation of registrant’s name into English)

11/FCOFCO Tower 262 Gloucester Road Causeway Bay

HongKong

Tel:+ 852 2559 9438

(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): ☐

GraphexGroup Limited.

Form 6-K

TABLE OF CONTENTS

Item	Page
Event Regarding the Rights Issue	1
Signatures	2
Exhibit Index	3

---

EventRegarding the Rights Issue

Graphex Group Limited (NYSE American: GRFX | HKSE: 6128).

Graphex Group Limited (the “Company” or “we”) is an issuer with its ordinary shares listed on The Stock Exchange of Hong Kong Limited (“HKSE”) and American Depository Shares (“ADSs”) that are traded on the NYSE American under the trading symbol “GRFX”. Under the Rules Governing the Listing of Securities on the HKSE (“Listing Rules”), we are required to publish the announcement regarding Applications For The Rights Shares and Number of Unsubscribed Rights Shares Subject To The Compensatory Arrangements (the “Announcement”). The Announcement is provided as Exhibit 99.1 to this Report.

The Board of the Company is pleased to announce that as at 4:00 p.m. on Thursday, 24 April 2025, being the Latest Time for Acceptance, a total of 11 valid applications had been received for a total of 64,826,370 Rights Shares, representing approximately 9.2% of the total number of Rights Shares offered under the Rights Issue. The remaining 639,457,686 Unsubscribed Rights Shares, representing approximately 90.8% of the total number of Rights Shares offered under the Rights Issue, will be subject to the Compensatory Arrangements.

The information provided in this Report described above is not complete and subject to the terms and provisions set forth in the Announcement, which is incorporated herein by reference (and the description herein are qualified in their entirety by reference to the Announcement). The information in this Report is for informational purposes only and is neither an offer to sell nor a solicitation of an offer to purchase any securities of Graphex Group Limited, including but not limited to its American Depositary Shares.

Forward Looking Statements

All statements contained in the Announcement other than statements of historical fact, including statements regarding the Company’s future results of operations and financial position, the Company’s business strategy and plans and the Company’s objectives for future operations, are “forward looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and the safe harbor in Section 27A and 21E of the Securities Act of 1933 and the Securities Exchange act of 1934, respectively. You can identify some of these forward looking statements by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “likely,” “potential,” “continue” or other similar expressions. The Company has based these forward looking statements largely on the Company’s current expectations and projections about future events and trends that the Company believes may affect its financial condition, results of operations, business strategy, short term and long-term business operations and objectives, and financial needs. These forward looking statements involve various risks and uncertainties and there can be no assurance that the forward looking statements will be achieved.

| 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.

GRAPHEX<br> GROUP LIMTED
By:	/s/ Andross Chan
	Andross<br> Chan
	Chief<br> Executive Officer

Date: May 2, 2025

| 2 |

| --- |

EXHIBITINDEX

Exhibit<br> No.	Exhibit
99.1	Announcement Dated May 2, 2025: Applications For The Rights Shares and Number of Unsubscribed Rights Shares Subject To The Compensatory Arrangements

| 3 |

| --- |

Exhibit99.1

HongKong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement,make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arisingfrom or in reliance upon the whole or any part of the contents of this announcement.

Thisannouncement appears for information purpose only and does not constitute an invitation or offer to acquire, purchase or subscribe forany securities of the Company.

Thisannouncement appears for information purpose only and does not constitute an invitation or offer to Shareholders or any other personsto acquire, purchase or subscribe for any securities of the Company in Hong Kong, the United States or elsewhere, nor shall it (or anypart of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract or invitation to subscribefor securities, and is provided for information only. The distribution of this announcement may be restricted by law in certain jurisdictionsand persons into whose possession the information referred to herein comes should inform themselves about and observe any such restriction.Any failure to comply with these restrictions may constitute a violation of the laws of any such jurisdictions. Securities referred toin this announcement have not been issued, registered in accordance with any securities laws and regulations or allowed to be offeredto public or to circulate in Hong Kong, the United States, or elsewhere. No representation is made that any such securities will be issuedor so registered or allowed to be offered to the public or circulated in Hong Kong, the United States or elsewhere. Securities may notbe offered or sold in the United States absent registration under the U.S. Securities Act of 1933, as amended (the “SecuritiesAct”), or an exemption from registration under the Securities Act. Any public offering of securities to be made in the UnitedStates will be made by means of a prospectus that may be obtained from the issuer and that will contain detailed information about theissuer and its management, as well as financial statements.

GRAPHEX GROUP LIMITED

烯 石 電 動 汽 車 新 材 料 控 股 有 限 公 司

(Incorporatedin the Cayman Islands with limited liability)

(Stockcode: 6128)

---

APPLICATIONSFOR THE RIGHTS SHARES AND

NUMBEROF UNSUBSCRIBED RIGHTS SHARES

SUBJECTTO THE COMPENSATORY ARRANGEMENTS

---

Financial<br> Adviser to the Company	Placing<br> Agent to the Company
<br><br><br> <br><br><br> <br>Vinco Financial Limited

| -1- |

| --- |

Reference is made to the prospectus (the “Prospectus”) of Graphex Group Limited (the “Company”) dated 8 April 2025 in relation to the Rights Issue on the basis of three (3) Rights Shares for every one (1) Consolidated Share held on the Record Date. Unless the context otherwise requires, capitalised terms used in this announcement shall have the same meanings as those defined in the Prospectus.

APPLICATIONSFOR THE RIGHTS SHARES

---

The Board is pleased to announce that as at 4:00 p.m. on Thursday, 24 April 2025, being the Latest Time for Acceptance, a total of 11 valid applications had been received for a total of 64,826,370 Rights Shares, representing approximately 9.2% of the total number of Rights Shares offered under the Rights Issue.

The remaining 639,457,686 Unsubscribed Rights Shares, representing approximately 90.8% of the total number of Rights Shares offered under the Rights Issue, will be subject to the Compensatory Arrangements.

THECOMPENSATORY ARRANGEMENTS

---

Pursuant to Rule 7.21(1)(b) of the Listing Rules, the Company had made arrangements to dispose of the Unsubscribed Rights Shares by offering the Unsubscribed Rights Shares to investors who (or as the case maybe, their ultimate beneficial owner(s)) are not Shareholders and are otherwise Independent Third Parties for the benefit of the No Action Shareholders.

The Company appointed the Placing Agent to place the Unsubscribed Rights Shares to independent placees on a best effort basis. The Placing Agent will, on a best effort basis, procure, by no later than 4:00 p.m. on Monday, 12 May 2025, acquirers for all (or as many as possible) of those Unsubscribed Rights Shares at a price at least equal to the Subscription Price. The Net Gain will be paid to those No Action Shareholders on a pro-rata basis. If any of the Unsubscribed Rights Shares are not successfully placed out, they will not be issued by the Company and the size of the Rights Issue will be reduced accordingly.

Net Gain (if any) will be paid (without interest) to the No Action Shareholders and Non- Qualifying Shareholders as set out below on pro-rata basis (but rounded down to the nearest cent):

A.	the<br> relevant Qualifying Shareholders (or such persons who hold any nil-paid rights at the time such nil-paid rights are lapsed) whose<br> nil-paid rights are not validly applied for in full, by reference to the extent that Shares in his/her/its nil-paid rights are not<br> validly applied for; and
B.	the<br> relevant Non-Qualifying Shareholders with reference to their shareholdings in the Company on the Record Date.

| -2- |

| --- |

If and to the extent in respect of any Net Gain, any No Action Shareholders or Non-Qualifying Shareholders become entitled on the basis described above to an amount of HK$100 or more, such amount will be paid to the relevant No Action Shareholder(s) and Non-Qualifying Shareholders in Hong Kong Dollars only and the Company will retain individual amounts of less than HK$100 for its own benefit.

An announcement of the results of the Rights Issue is expected to be published on the websites of the Stock Exchange and the Company on Wednesday, 21 May 2025.

By<br> order of the Board
Graphex<br> Group Limited
Lau<br> Hing Tat Patrick
Chairman

Hong Kong, 2 May 2025

Asat the date of this announcement, the executive Directors are Mr. Lau Hing Tat Patrick, Mr. Chan Yick Yan Andross and Mr. Qiu Bin; thenon-executive Director is Mr. Ma Lida; and the independent non-executive Directors are Ms. Tam Ip Fong Sin, Mr. Wang Yuncai, Mr. LiuKwong Sang and Mr. Tang Zhaodong.

| -3- |

| --- |