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: 001-42625
Smart Digital Group Limited
150 Beach Road #2805/06 Gateway
West Singapore 189720
(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 ☐
Pricing and Closing of Initial Public Offering
On May 5, 2025 (the “Closing Date”), Smart Digital Group Limited (the “Company”) closed its initial public offering (“IPO”) of 1,500,000 ordinary shares, par value $0.001 per share (the “Ordinary Shares”). The Company completed the IPO pursuant to its registration statement on Form F-1 (File No. 333-283152), which was initially filed with the U.S. Securities and Exchange Commission (the “SEC”) on November 12, 2024, as amended, and declared effective by the SEC on May 1, 2025. The Ordinary Shares were priced at $4.00 per share, and the offering was conducted on a firm commitment basis. The gross proceeds of the IPO were $6,000,000, before deducting underwriting discounts and commissions and offering expenses. The Ordinary Shares were previously approved for listing on The Nasdaq Capital Market and commenced trading under the ticker symbol “SDM” on May 2, 2025.
In connection with the IPO, the Company entered into an underwriting agreement, dated May 1, 2025, with US Tiger Securities, Inc., as the sole book-runner with respect to the IPO. The Company issued a press release on May 1, 2025, announcing the pricing of the IPO, and a press release on May 5, 2025, announcing the closing of the IPO, respectively. Copies of these press releases are attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively, and are 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.
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.
| Smart Digital Group Limited | ||
| Date: May 6, 2025 | By: | /s/ Yunting Chen |
| Name: | Yunting Chen | |
| Title: | Chief Executive Officer | |
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Press Release on Pricing of the Company’s Initial Public Offering | |
| 99.2 | Press Release on Closing of the Company’s Initial Public Offering |
Exhibit 99.1
Smart Digital Group Limited Announces Pricing of Initial Public Offering
Singapore, May 1, 2025 /PRNewswire/ -- Smart Digital Group Limited (the “Company”), a digital marketing service provider in Singapore, today announced the pricing of its initial public offering (the “Offering”) of 1,500,000 ordinary shares, par value $0.001 per share (“Ordinary Shares”) at a public offering price of US$4.00 per share. The Ordinary Shares have been approved for listing on the Nasdaq Capital Market and are expected to commence trading on May 2, 2025 under the ticker symbol “SDM.”
The Company expects to receive aggregate gross proceeds of US$6.0 million from the Offering, before deducting underwriting discounts and other related expenses. In addition, the Company has granted the underwriters a 45-day option to purchase up to an additional 225,000 Ordinary Shares at the public offering price, less underwriting discounts. The Offering is expected to close on or about May 5, 2025, subject to the satisfaction of customary closing conditions.
Proceeds from the Offering will be used for business expansion, brand promotion and marketing, software development, and for working capital and other general corporate purposes.
The Offering is being conducted on a firm commitment basis. US Tiger Securities, Inc. is acting as the sole book-runner for the Offering. Hunter Taubman Fischer & Li LLC is acting as counsel to the Company, and VCL Law LLP is acting as counsel to the underwriters in connection with the Offering.
A registration statement on Form F-1 relating to the Offering was filed with the Securities and Exchange Commission (the “SEC”) (File Number: 333-283152) and was declared effective by the SEC on May 1, 2025. The Offering is being 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 US Tiger Securities, Inc. by email at ECM@ustigersecurities.com, by calling +1 646-978-5188, or by standard mail to 437 Madison Avenue, 27th Floor, New York, New York 10022. In addition, a copy of the prospectus relating to the Offering may 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 complete information about the Company and the Offering. 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 such securities be offered or sold in the United States absent registration or an applicable exemption from registration, 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 Smart Digital Group Limited
Smart Digital Group Limited is a digital marketing service provider headquartered in Singapore. The Company provides event planning and execution services, internet media services, software customization and marketing services and business planning and consulting services. For more information, visit the Company’s website at http://www.sdmmeta.com/.
Forward-Looking Statements
All statements other than statements of historical fact in this announcement are forward-looking statements, including but not limited to, the Company’s proposed Offering. 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:
Smart
Digital Group Limited
Investor Relations Department
Email: irsmartdigital@163.com
Exhibit 99.2
Smart Digital Group Limited Announces Closing of Initial Public Offering
Singapore, May 5, 2025 /PRNewswire/ – Smart Digital Group Limited (the “Company”) (Nasdaq: SDM), a digital marketing service provider in Singapore, today announced the closing of its initial public offering (the “Offering”) of 1,500,000 ordinary shares, par value $0.001 per share (“Ordinary Shares”), at a public offering price of US$4.00 per share.
The Company received aggregate gross proceeds of US$6.0 million from the Offering, before deducting underwriting discounts and other related expenses. In addition, the Company granted the underwriters a 45-day option to purchase up to an additional 225,000 Ordinary Shares at the public offering price, less underwriting discounts. The Ordinary Shares began trading on the Nasdaq Capital Market on May 2, 2025 under the ticker symbol “SDM.”
Proceeds from the Offering will be used for business expansion, brand promotion and marketing, software development, and for working capital and other general corporate purposes.
The Offering is being conducted on a firm commitment basis. US Tiger Securities, Inc. is acting as the sole book-runner for the Offering. Hunter Taubman Fischer & Li LLC is acting as counsel to the Company, and VCL Law LLP is acting as counsel to the underwriters in connection with the Offering.
A registration statement on Form F-1 relating to the Offering was filed with the Securities and Exchange Commission (the “SEC”) (File Number: 333-283152) and was declared effective by the SEC on May 1, 2025. The Offering is being 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 US Tiger Securities, Inc. by email at ECM@ustigersecurities.com, by calling +1 646-978-5188, or by standard mail to 437 Madison Avenue, 27th Floor, New York, New York 10022. In addition, a copy of the prospectus relating to the Offering may 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 complete information about the Company and the Offering. 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 such securities be offered or sold in the United States absent registration or an applicable exemption from registration, 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 Smart Digital Group Limited
Smart Digital Group Limited is a digital marketing service provider headquartered in Singapore. The Company provides event planning and execution services, internet media services, software customization and marketing services and business planning and consulting services. For more information, visit the Company’s website at http://www.sdmmeta.com/.
Forward-Looking Statements
All statements other than statements of historical fact in this announcement are forward-looking statements, including but not limited to, the Company’s proposed Offering. 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:
Smart Digital Group Limited
Investor Relations Department
Email: irsmartdigital@163.com