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 November 2025
Commission File Number: 001-42952
Phaos Technology Holdings (Cayman) Limited
83 Science Park Dr,
#02-01 & #04-01A/B The Curie, Singapore Science Park 1
Singapore 118258
(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 November 24, 2025, Network 1 Financial Securities Inc., as the representative of the underwriters (the “Representative”) of the initial public offering of Phaos Technology Holdings (Cayman) Limited, a Cayman Islands exempted company (the “Company”), exercised its over-allotment option (the “Option”) in full to purchase an additional 405,000 class A ordinary shares, par value $0.0001 per share (the “Option Shares”) of the Company, representing fifteen percent (15%) of the class A ordinary shares sold by the Company in the Company’s initial public offering (the “IPO”) at the public offering price of $4.00 per share (the “Offering Price”), before deducting underwriting discounts. The Option was granted to the Representative pursuant to the underwriting agreement entered into by and among the Company, certain selling shareholders of the Company, and the Representative on November 12, 2025 (the “Underwriting Agreement”) relating to the Company’s IPO, the closing for which took place on November 14, 2025 (the “IPO Closing”). The closing for the sale of the Option Shares by the Company took place on November 24, 2025 (the “Option Closing”).
On November 24, 2025, the Company announced the Option Closing. The press release, furnished in this report as Exhibit 99.1 shall not be deemed to be “filed” for the 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.
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.
| Phaos Technology Holdings (Cayman) Limited | ||
| Date: November 24, 2025 | By: | /s/ Andrew Yeo |
| Name: | Andrew Yeo | |
| Title: | Chief Executive Officer and Executive Director | |
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Press Release on Closing of the Sale of the Option Shares dated November 24, 2025 |
Exhibit 99.1
Phaos Technology Holdings (Cayman) Limited Announces Closing of the Sale of the Option Shares
SINGAPORE, November 24, 2025 – Phaos Technology Holdings (Cayman) Limited, (NYSE American: POAS), (“Phaos” or “the Company”), an advanced microscopy solutions headquartered in Singapore, today announced the closing of the offering (the “Offering”) of 405,500 class A ordinary shares, par value US$0.0001 per share pursuant to Network 1 Financial Securities, Inc.’s (“Network 1”), exercise of their over-allotment option in full. The Company has received additional gross proceeds amounting to US$1.62 million before deducting underwriting discounts and other Offering expenses.
Network 1, a full-service broker/dealer, acted as the sole book-running manager for the Offering. Ortoli Rosenstadt LLP acted as U.S. securities counsel to the Company, and Loeb & Loeb LLP acted as U.S. counsel for Network 1, in connection with the Offering.
The Offering was conducted pursuant to the Company’s registration statement on Form F-1 (File No. 333-284137), as amended, previously filed with the U.S. Securities and Exchange Commission (the “SEC”) and subsequently became effective on November 11, 2025. The Offering is being made only by means of a prospectus, forming part of the registration statement. A final prospectus relating to the Offering was filed with the SEC on November 13, 2025, and is available on the SEC’s website at www.sec.gov. Copies of the final prospectus related to the Offering may be obtained, when available, from Network 1 at 2 Bridge Avenue, Suite 241 Red Bank, NJ 07701, or by telephone at +1 (732) 758-9001. In addition, a copy of the final prospectus, when available, 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 information about the Company and the Offering. 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 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 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 Phaos Technology Holdings (Cayman) Limited
Phaos Technology Holdings (Cayman) Limited is an advanced microscopy technology company. Our commitment to innovation and excellence drives us to deliver state-of-the-art microscopy products and software solutions, powered by artificial intelligence, for diverse sectors including manufacturing, biomedical, and research. Experience the difference with Phaos Technology – where innovation meets sophistication, shaping the future of optical technology. For more information, please visit www.phaostech.com.
FORWARD-LOOKING STATEMENTS
Certain statements 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 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, including the expectation that the Offering will be successfully completed. Investors can find many (but not all) of these statements by the use of words such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “likely to” or other similar expressions. 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.
Contacts
Company Contact:
Phaos Technology Holdings (Cayman) Limited
(65) 6250 3877
ir@phaostech.com
Underwriter Inquiries:
Network 1 Financial Securities, Inc.
Adam Pasholk
2 Bridge Avenue, Suite 241
Red Bank, NJ 07701
+1 (732) 758-9001
Email: info@netw1.com
Investor Relations Inquiries:
Skyline Corporate Communications Group, LLC
Scott Powell, President
1177 Avenue of the Americas, 5th Floor
New York, New York 10036
Office: (646) 893-5835
Email: info@skylineccg.com