MCTR CTRL 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 January 2025

 

Commission File Number: 001-42483

 

CTRL GROUP LIMITED

(Translation of registrant’s name into English)

 

Unit F, 12/F

Kaiser Estate

Phase 1

41 Man Yue Street

Hunghom, Kowloon, 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 January 23, 2025, CTRL Group Limited, a British Virgin Islands business company limited by shares (the “Company”), closed its initial public offering (the “Offering”) of ordinary shares, no par value per share (the “Ordinary Shares”). The Ordinary Shares were offered by the Company pursuant to a registration statement on Form F-1, as amended (File No. 333-277979), filed with the Securities and Exchange Commission (the “Commission”), which was declared effective by the Commission on December 31, 2024. A final prospectus relating to this Offering was filed with the Commission on January 22, 2024. Under the terms of an underwriting agreement (the “Underwriting Agreement”) with R.F. Lafferty & Co., Inc., as representative of the underwriters named therein (the “Underwriters”), the Company sold a total of 2,000,000 Ordinary Shares at an offering price of $4.00 per share for gross proceeds of $8,000,000.

 

Under the Underwriting Agreement, the Underwriters had the option to purchase up to 300,000 additional Ordinary Shares (the “Over-Allotment Shares”) pursuant to the ‘Over-Allotment Option’ as described in the Underwriting Agreement. By letter dated January 25, 2025, the Underwriters exercised their option to purchase all of the available Over-Allotment Shares. The purchase and sale of the Over-Allotment Shares was closed on January 27, 2025, resulting in $1,200,000 in additional gross proceeds from the Offering.

 

Following the closing of the Offering and the issuance of the Over-Allotment Shares, the Company has a total of 15,300,000 Ordinary Shares issued and outstanding.

 

On January 27, 2025, the Company issued a press release announcing the issuance of the Over-Allotment Shares, a copy of which is furnished herewith as Exhibit 99.1.

 

 

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.

 

Date: January 30, 2025	CTRL GROUP LIMITED
	By:	/s/ Lau Chi Fung
		Lau Chi Fung
		Chief Executive Officer

 

 

EXHIBIT INDEX

 

Exhibit Number		Description
99.1		Press Release

 

 

Exhibit 99.1

 

CTRL Group Limited Announces Full Exercise of Underwriter’s Over-Allotment Option

 

Kowloon, Hong Kong, January 27, 2025 -- CTRL Group Limited (the “Company”) (NasdaqCM: MCTR), an integrated marketing and advertising services provider in Hong Kong specializing in mobile games promotion for the local market, today announced that R.F. Lafferty & Co., Inc., which acted as the representative of the underwriters of the Company’s initial public offering (the “IPO”), has exercised the full over-allotment option and purchased an additional 300,000 ordinary shares of the Company at the IPO price of $4.00 per share. As a result, the Company has raised an aggregate of $9.2 million in gross proceeds, before underwriting discounts and other related expenses, through the issuance of a total of 2,300,000 ordinary shares in the IPO.

 

R.F. Lafferty & Co., Inc. acted as the representative of the underwriters, with Revere Securities LLC acting as co-underwriter (collectively, the “Underwriters”) for the Offering. The Crone Law Group, P.C. served as counsel to the Company. VCL Law LLP served as counsel to the Underwriters.

 

A Registration Statement on Form F-1, as amended (File No. 333-277979) (the “Registration Statement”), was previously filed with and subsequently declared effective by the U.S. Securities and Exchange Commission (“SEC”) on December 31, 2024. The Offering was made only by means of a prospectus, forming a part of the Registration Statement. A final prospectus relating to the Offering was filed with the SEC on January 22, 2025, and is available on the SEC’s website at www.sec.gov. Alternatively, electronic copies of the prospectus relating to the Offering may be obtained from R.F. Lafferty & Co., Inc. at 40 Wall Street, 27th Floor New York, NY 10005, or by telephone at +212.293.9090.

 

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 these securities, 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 CTRL Group Limited

 

The Company’s wholly owned subsidiary and operating company, CTRL Group Limited, is an integrated marketing and advertising services provider in Hong Kong specializing in mobile games promotion for the local market. The Company provides services to mobile game developers, principally developers of mobile gaming applications or “apps” that gamers download from the developers’ websites and applicable mobile operating systems, such as Apple Store or Android Google Play Store. The market for specialized mobile game advertising in Hong Kong is occupied by a few market players who compete with one another. The Company’s prominent market share and proven track record are indicative of its audience reach and engagement, as well as its relevance to advertisers in Hong Kong markets. For more information, please visit the Company's website: https://www.ctrl-media.com/

 

Forward-Looking Statements

 

All statements other than statements of historical fact in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on current expectations and projections about future events and financial trends that the Company believes may affect its financial condition, results of operations, business strategy and financial needs, including the expectation that the Offering will be successfully completed. Investors can identify these forward-looking statements by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “potential,” “continue,” “is/are likely to” or other similar expressions. The Company undertakes no obligation to update 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 in its other filings with the SEC.

 

For more information, please contact:

 

Investor Relations

CTRL Group Limited

Phone: +852-3107-4887

Email: project@ctrl-media.com

 

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