WANG & LEE GROUP, Inc 6-K, filed Aug 8, 2025
WANG & LEE GROUP, Inc. (WLGSF)
About this 6-K
WANG & LEE GROUP, Inc filed this 6-K on August 8, 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 August 2025.
Commission File Number 001-41681
WANG & LEE GROUP, Inc.
(Translation of registrant’s name into English)
Mr. Pui Lung Ho, Chief Executive Officer
5-6/F Wing Tai Factory Building,
3 Tai Yip Street,
Kwun Tong,
Kowloon, Hong Kong
Telephone: +852 2889 1313
(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
Information contained in this report
As disclosed previously, on March 13, 2025, April 1, 2025 and July 17, 2025 WANG & LEE GROUP, Inc. (the “Company”) entered into a sale and purchase agreement (the “Agreement”) with ALLIED WORLDWIDE INDUSTRIES LIMITED (the “Vendor”), for the purchase of the entire issued and outstanding share capital of Solar (HK) Limited (“Solar HK”) (the “Acquisition”), a company incorporated under the laws of Hong Kong, for the consideration of HK$15,000,000 (the “Consideration”), which shall be satisfied upon completion, through the issuance of a convertible note (the “Original Note”, as amended, the “Notes”) by the Company to the Vendor. The Note will become due on March 30, 2030 (the “Maturity Date”). Subject to the terms therein, the Vendor is entitled to convert the entire or a portion of the Note into the ordinary shares of the Company at the per share price (the “Conversion Price”) at 80% of the trading price of the last trading day prior to the conversion date (the “Current Market Price”) and the conversion price shall in no event be less than the floor price of US$0.3. The remaining amount of the Note will automatically convert into the ordinary shares of the Company on the Maturity Date.
On August 8, 2025, the Company entered into an amendment to the Agreement (the “Amendment) with the Vendor. Under the Amendment, the consideration shall be paid by cash consideration of HK$15,000,000 to the Vendor and the transaction shall be completed within 5 business days of the execution of the Amendment. In consideration of the Amendment, the Vendor shall terminate the Notes. The Vendor did not convert any amount under the Note prior to the Amendment.
The foregoing descriptions of the Note do not purport to be complete and are qualified in their entirety by reference to the Amendment, which is filed as Exhibit 99.1.
Exhibit Index
| Exhibit No. | Description | |
| 99.1 | Amendment to Sale and Purchase Agreement, dated August 8, 2025 |
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.
| Date: August 8, 2025 | WANG & LEE GROUP, INC. | |
| By: | /s/ Pui Lung Ho | |
| Name: | Pui Lung Ho | |
| Title: | Chief Executive Officer | |
Exhibit 99.1
AMENDMENT AGREEMENT TO SHARE PURCHASE AGREEMENT
THIS AMENDMENT AGREEMENT (this “Agreement”) is made as of August 8, 2025, by and between:
| 1. | WANG & LEE HOLDINGS, INC., a British Virgin Islands corporation (the “Purchaser”); and |
| 2. | ALLIED WORLDWIDE INDUSTRIES LIMITED, a British Virgin Islands company (the “Vendor”). |
Collectively referred to as the “Parties.”
RECITALS
WHEREAS, the Parties entered into a Share Purchase Agreement dated 12th March 2025 (the “SPA”) for the acquisition of Solar (HK) Limited;
WHEREAS, Clause 3.1 of the SPA provided for the payment of the consideration of HK$15,000,000 through the issuance of a convertible note (the “Note”) by the Purchaser to the Vendor;
WHEREAS, the Purchaser issued the Note to the Vendor, but the Note remains unconverted;
WHEREAS, the Parties mutually desire to amend the SPA to replace the Note with a cash payment as consideration.
NOW, THEREFORE, in consideration of the mutual covenants herein, the Parties agree as follows:
1. AMENDMENT TO SPA
Clause 3.1 of the SPA is hereby deleted in its entirety and replaced with the following:
“3.1 Consideration
The total consideration for the sale of the shares is HK$15,000,000 (the “Consideration”). The Purchaser shall pay the Consideration in cash to the Vendor by wire transfer of immediately available funds to an account designated by the Vendor. Such payment shall be made within five (5) business days of the execution of this Amendment Agreement.”
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2. CANCELLATION OF NOTE
The Vendor agrees that upon receipt of the cash payment under Section 1:
(a) The Note issued pursuant to the SPA shall be null and void and surrendered to the Purchaser for cancellation;
(b) The Vendor releases all rights, claims, or interests in the Note.
3. REPRESENTATIONS AND WARRANTIES
Each Party represents to the other that:
(a) It has full power and authority to execute this Agreement;
(b) This Agreement constitutes a valid and binding obligation enforceable against it.
4. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of Hong Kong.
5. MISCELLANEOUS
(a) Counterparts: This Agreement may be executed in counterparts (including PDF signatures), each deemed an original.
(b) Entire Agreement: This Agreement and the SPA (as amended) constitute the entire understanding between the Parties.
(c) Effect on SPA: All other terms of the SPA remain unchanged and in full force.
| 2 |
IN WITNESS WHEREOF, the Parties execute this Agreement as of the date first written above.
On behalf of the
| WANG & LEE HOLDINGS, INC. | ||
| /s/ Pui Lung HO | ||
| Name: | Pui Lung HO | |
| Title: | Director | |
| Date: | August 8, 2025 | |
| On behalf of the | ||
| ALLIED WORLDWIDE INDUSTRIES LIMITED | ||
| /s/ Chik Ho Fung | ||
| Name: | Chik Ho Fung | |
| Title: | Director | |
| Date: | August 8, 2025 | |
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