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 May 2025.
Commission File Number: 001-42602
Everbright Digital Holding Limited
Unit 1A, 10/F,
C-Bons International Centre,
108 Wai Yip Street, Kwun Tong,
Hong Kong
(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 ☐
On May 19, 2025, Dominari Securities LLC (the “Representative”), as the representative of the underwriters of the initial public offering of Everbright Digital Holding Limited (the “Company”) partially exercised its over-allotment option (the “Over-Allotment Option”) to purchase an additional 160,000 ordinary shares of the Company (the “Additional Shares”) at the public offering price of US$4.00 per share for gross proceeds of $640,000. The closing for the sale of the Additional Shares took place on May 22, 2025.
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.
The press release shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section.
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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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 hereunto duly authorized.
| Everbright Digital Holding Limited | ||
| Date: May 22, 2025 | By: | /s/ Leung Chun Yip |
| Name: | Leung Chun Yip | |
| Title: | Chief Executive Officer | |
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EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Press Release dated May 22, 2025, announcing the exercise of the over-allotment option |
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Exhibit 99.1
Everbright Digital Holdings Limited Announces Closing of Partial Exercise of Over-Allotment Option
HONG KONG, May 22, 2025 (GLOBE NEWSWIRE) -- Everbright Digital Holdings Limited (the “Company” or “Everbright”) (Nasdaq: EDHL), an integrated marketing solutions provider headquartered in Hong Kong, today announced that it has issued an additional 160,000 ordinary shares (the “Ordinary Shares”) at a price of US$4.00 per share for gross proceeds of approximately $640,000, before deducting underwriter discounts and other related expenses, pursuant to the partial exercise of the underwriter’s over-allotment option in connection with the Company’s previously announced initial public offering (the “Offering”). The option closing date was May 22, 2025. The ordinary shares began trading on the Nasdaq Capital Market on April 17, 2025, under the ticker symbol “EDHL”.
The Company expects to use the net proceeds from the Offering and the exercise of the over-allotment option for (i) marketing and business expansion; (ii) continued research and development of the Company’s core technologies; (iii) business development overseas; (iv) talent acquisition and training; and (v) for working capital.
The Offering was conducted on a firm commitment basis. Dominari Securities LLC acted as the lead underwriter and Revere Securities LLC acted as co-underwriter for the Offering. Pacific Century Securities, LLC acted as an advisor to the Company. Ortoli Rosenstadt LLP acted as U.S. counsel to the Company, and Hunter Taubman Fischer & Li LLC acted as U.S. securities counsel to the underwriters.
A registration statement on Form F-1 relating to the Offering was filed with the U.S. Securities and Exchange Commission (the “SEC”) (File Number: 333-285191) and was declared effective by the SEC on March 31, 2025. The Offering was made only by means of a prospectus, forming a part of the registration statement. Copies of the final prospectus relating to the Offering may be obtained from Dominari Securities LLC by email at info@dominarisecurities.com, by standard mail to Dominari Securities LLC, 725 Fifth Avenue, 23rd Floor, New York, NY 10022, or by calling (212) 393-4500. In addition, copies of the final prospectus relating to the Offering may be obtained via the SEC’s website at www.sec.gov.
This press release does not constitute an offer to sell, or the solicitation of an offer to buy any of the Company’s securities, nor shall there be any offer, solicitation or sale of any of the Company’s 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 such state or jurisdiction.
About Everbright Digital Holding Limited
Everbright Digital Holding Limited is an integrated marketing solutions provider headquartered in Hong Kong. The Company conducts all operations in Hong Kong through its operating subsidiary, Hong Kong United Metaverse Limited. The Company is an integrated marketing solutions provider in Hong Kong that is deeply involved in the metaverse and related technologies, providing one-stop digital marketing services to support businesses through every stage of their development, including metaverse stimulation, virtual reality (VR) and augmented reality (AR) design and creation, creative event planning and management, IP character creation and social media marketing.
For more information, please visit the Company’s website: https://umeta.hk/.
Forward-Looking Statements
Certain statements in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company’s current expectations and projections about future events that the Company believes may affect its financial condition, results of operations, business strategy and financial needs. Investors can find many (but not all) of these statements by the use of words such as “approximates,” “believes,” “hopes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “plans,” “will,” “would,” “should,” “could,” “may” or other similar expressions in this prospectus. The Company undertakes no obligation to update or revise publicly any 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 other filings with the SEC.
For investor and media inquiries, please contact:
Everbright Digital Holding Limited
Leung Chun Yip, CEO
Email: michael@umeta.hk