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 July 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
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): ☐
Note:
Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report
to security holders.
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): ☐
Note:
Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that
the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated,
domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on
which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to
be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the
subject of a Form 6-K submission or other Commission filing on EDGAR.
INFORMATION
CONTAINED IN THIS FORM 6-K REPORT
As
disclosed previously, on June 9, 2025, WANG & LEE GROUP, Inc. (the “Company”) entered into a Securities Purchase Agreement
(the “Securities Purchase Agreement”) with certain accredited investors identified therein (the “Investors”)
relating to a private placement by the Company of senior convertible notes (the “Original Notes”) in the aggregate amount
equal to US$8,000,000 (the “Principal”), which shall be convertible into the Company’s ordinary shares (the “Ordinary
Shares”), no par value per share (the “Offering”), for net proceeds of approximately US$3,570,000.
On
July 11, 2025, the Company entered into an amendment (the “Amendment”, and the Original Notes, as amended, the “Notes”)
to the Original Notes with certain accredited investors. Under the Amendment, the conversion price shall in no event be less than the
floor price as defined in the Amendment.
The
foregoing summary of the Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text
of the Amendment, the form of which is filed as Exhibit 10.1 to this report and is incorporated herein by reference.
Item
9.01. Exhibits
(d)
Exhibits.
Exhibit
Number |
|
Description |
|
|
|
10.1 |
|
Form of Amendment No. 1 to Senior Convertible Note dated as of June 9, 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:
July 11, 2025 |
WANG & LEE GROUP, INC. |
|
|
|
|
By: |
/s/
Pui Lung Ho |
|
Name: |
Pui Lung Ho |
|
Title: |
Chief Executive Officer |