GLXG Galaxy Payroll Group Ltd

 

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 October 2024

 

Commission File Number: 001-42269

 

Galaxy Payroll Group Limited

 

25th Floor, Ovest 

77 Wing Lok Street 

Sheung Wan, Hong Kong  

+852 3105 2611  

(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 October 15, 2024, R.F. Lafferty & Co., Inc., as the underwriter of the initial public offering of Galaxy Payroll Group Limited (the “Company”), exercised its over-allotment option in full to purchase an additional 262,500 ordinary shares of the Company at the public offering price of US$4.00 per share. The closing for the sale of the over-allotment shares took place on October 15, 2024. As a result, the gross proceeds of the Company’s initial public offering, including the proceeds from the sale of the over-allotment shares, totaled US$8,050,000, before deducting underwriting discounts and other related expenses.

 

A copy of the press release in connection with the exercise of the over-allotment option is attached hereto as Exhibit 99.1, and is incorporated by reference herein.

 

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.

 

EXHIBIT INDEX

 

Exhibit No.		Description
99.1		Press Release – Galaxy Payroll Group Limited Announces the Exercise of the Over-allotment Option in Connection with Its Initial Public Offering

 

 

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.

 

	Galaxy Payroll Group Limited
Date: October 15, 2024	By:	/s/ Wai Hong Lao
	Name:	Wai Hong Lao
	Title:	Chief Executive Officer

 

 

 

Exhibit 99.1

 

 

Galaxy Payroll Group Limited Announces Closing of the Underwriter’s Over-Allotment Option in Connection with its Initial Public Offering

 

Hong Kong, Oct. 15, 2024 (GLOBE NEWSWIRE) – Galaxy Payroll Group Limited (the “Company” or “GLXG”), a reputable payroll outsourcing service, employment service and consultancy and market research service provider based in Hong Kong, today announced that it closed the sales of an additional 262,500 ordinary shares of the Company, representing full exercise of the underwriter’s over-allotment option granted in connection with the Company’s initial public offering (“IPO”, together with such over-allotment closing, the “Offering”), at the IPO price of $4 per share, less underwriting discounts. As a result, the Company has raised gross proceeds of $1,050,000 in addition to the previously announced IPO gross proceeds of $7,000,000, before deducting underwriting discounts and offering expenses.

 

The Offering was conducted on a firm commitment basis. R.F. Lafferty & Co., Inc. acted as the sole underwriter (the “Underwriter”) for the Offering. Pryor Cashman LLP acted as U.S. counsel to the Company, and VCL Law LLP acted as U.S. counsel to the Underwriter in connection with the Offering.

 

A registration statement on Form F-1 (File No. 333-269043) relating to the Offering, as amended (the “Registration Statement”), has been filed with the U.S. Securities and Exchange Commission (the “SEC”) and was declared effective by the SEC on September 10, 2024. The Offering is being made only by means of a prospectus. Copies of the final prospectus related to the Offering may be obtained, when available, from R. F. Lafferty & Co., Inc by email at offerings@rflafferty.com or via standard mail to R. F. Lafferty & Co., Inc, 40 Wall Street, 27th Floor, New York, NY10005. In addition, a copy of the final prospectus can also 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 the securities described herein, 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 Galaxy Payroll Group Limited

 

Galaxy Payroll Group Limited is a Hong Kong-headquartered company with decades of experience and understanding in the payroll outsourcing service, employment service industry and human capital market in Asian countries. Through its operating entities and in-country partners, the Company provides payroll outsourcing service, employment service and consultancy and market research service to customers from China mainland, Hong Kong, Taiwan, Macau, Japan, Australia and other Asian countries, which are mainly categorized as (i) channels which are global human resources service providers engaged by companies/organizations to handle payroll and/or employment-related matters for their branch offices in different regions; (ii) end-users which are mainly multinational companies/organizations that outsource their payroll and/or employment functions to the Company directly; and (iii) end-users consulting the Company for their future expansion worldwide. For more information please visit: http://investors.galaxy-hk.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. These forward-looking statements include, without limitation, the Company’s statements regarding the expected trading of its Ordinary Shares on the Nasdaq Capital Market and the closing of the Offering. Forward-looking statements are not guarantees of future performance and involve risks and uncertainties that may cause actual results to differ materially from the Company’s expectations discussed in the forward-looking statements. These forward-looking 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:

 

Underwriter

 

R. F. Lafferty & Co., Inc.

40 Wall Street, 27th Floor

New York, NY 10005

(212) 293-9090

offerings@rflafferty.com

 

Investor Relations

 

WFS Investor Relations Inc.

Janice Wang, Managing Partner

Email: services@wealthfsllc.com

Phone: +86 13811768599

+1 628 283 9214

 

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