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 March 2025

Commission File Number: 001-42269

Galaxy Payroll Group Limited

25th Floor, Ovest

77 Wing Lok Street

Sheung Wan, Hong Kong

+852 3105 2611

(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 ☐

INFORMATION CONTAINED IN THIS FORM 6-K REPORT

~~Nasdaq~~This ~~Letter~~current report on Form 6-K is being filed to disclose that Galaxy Payroll Group Limited (the “Company”) is relying on the home country rule exemption to enact certain Corporate Actions (as described below) without delivering notice of a formal shareholder meeting or proxy statement or holding a Meeting of the shareholders authorizing the Corporate Actions.

OnAs ~~March~~a ~~17,~~company ~~2025,~~incorporated ~~Galaxy~~in ~~Payroll~~the ~~Group~~British ~~Limited~~Virgin ~~(the~~Islands ~~“Company”)~~that ~~received~~is alisted ~~letter~~on ~~from the Listing Qualifications staff of The~~ Nasdaq ~~Stock~~Capital Market (“Nasdaq”) ~~notifying~~, the Company ~~that~~is ~~based~~subject onto the ~~closing~~Nasdaq ~~bid~~corporate ~~price~~governance listing ofstandards. ~~the~~Under ~~Company~~Nasdaq ~~for~~rules, ~~the~~a ~~period~~foreign ~~from~~private ~~January~~issuer 31may, ~~2025~~in togeneral, ~~March~~follow ~~14,~~its ~~2025,~~home ~~the~~country ~~Company~~corporate governance practices noin ~~longer~~lieu ~~meets~~of some of the ~~continued~~Nasdaq ~~listing~~corporate ~~requirement~~governance ofrequirements. ~~Nasdaq~~Pursuant to the home country rule exemption set forth under Nasdaq Listing Rule ~~Rules 5550~~5615(a)(23), toa ~~maintain~~Foreign aPrivate ~~minimum~~Issuer ~~bid~~may ~~price~~follow its home country practice in lieu of the requirements of the Nasdaq Marketplace Rule $15600 ~~per~~Series, ~~share~~including Rule 5635(d) and 5640.

~~The~~Ogier, ~~notification~~the ~~has~~counsel noto ~~immediate~~the ~~effect~~Company onas to the ~~listing~~ laws of ~~the~~British ~~Company’s~~Virgin ~~ordinary~~Islands, ~~shares. Nasdaq~~ has provided ~~the Company with~~ a ~~180~~letter ~~calendar~~of ~~days compliance period~~confirmation, oras ~~until~~required ~~September 15,~~by ~~2025,~~the ~~in which to regain compliance with~~ Nasdaq ~~continued~~Stock ~~listing~~Market, ~~requirement.~~confirming ~~In the event~~ that the ~~Company does not regain compliance~~governance inpractices ~~the~~adopted ~~compliance~~by ~~period,~~ the Company, ~~may~~in belieu ~~eligible~~of ~~for~~those anNasdaq ~~additional~~corporate ~~180~~governance ~~calendar~~requirements ~~days,~~where ~~should~~it ~~the~~is ~~Company~~electing ~~meet~~to ~~the~~follow ~~continued~~local ~~listing~~country ~~requirement~~laws ~~for market value of publicly held shares~~ and ~~all~~regulations ~~other~~(as ~~initial~~referenced ~~listing~~above), ~~standards~~are ~~for~~compliant ~~The~~with ~~Nasdaq~~the ~~Capital~~provisions ~~Market,~~of ~~with~~ the ~~exception~~ laws of the ~~bid~~British ~~price~~Virgin ~~requirement,~~Islands and isits ~~able~~amended and torestated ~~provide~~memorandum ~~written~~and ~~notice~~articles of ~~its~~association ~~intention~~in toconnection ~~cure~~with ~~the~~authorizing ~~deficiency during~~ the ~~second~~Corporate ~~compliance period,~~Actions by ~~effecting~~written aresolutions ~~reverse~~of ~~stock~~the Board ~~split,~~and ifshareholders ~~necessary.~~without ~~However,~~delivering ifnotice itof ~~appears~~a ~~that~~formal ~~the~~shareholder ~~Company~~meeting ~~will~~or ~~not~~proxy bestatement ~~able~~or toholding ~~cure~~a ~~the~~Meeting ~~deficiency, or~~of if the ~~Company~~shareholders authorizing ~~is otherwise not eligible, Nasdaq will provide notice that~~ the ~~Company’s~~Corporation ~~securities will be subject to delisting~~Actions.

~~The~~A ~~Company~~copy isof ~~currently~~the ~~evaluating~~home ~~options~~country ~~to regain~~rule ~~compliance~~exemption ~~and intends to timely regain compliance with Nasdaq’s continued listing requirement. Although the Company will~~letter ~~use~~from ~~all reasonable efforts to achieve compliance with Rule 5550(a)(2), there can be no assurance that~~ the Company’s ~~will~~legal becounsel ~~able~~is toattached ~~regain compliance~~hereto ~~with~~as ~~that~~Exhibit ~~rule or will otherwise be in compliance with other Nasdaq continued listing requirement~~99.1.

~~This~~Approval ~~Form 6-K is filed to satisfy the obligation under Nasdaq Listing Rule 5810(b) that the Company publicly disclose the deficiency within four (4) business days after the date~~ of ~~the deficiency~~Certain ~~letter.~~Corporate Actions

~~Attached~~Pursuant asto ~~Exhibit~~and ~~99.1~~in toaccordance ~~this~~with the ~~Report~~provisions onof ~~Form~~British Virgin Islands laws and the then effective memorandum and articles of association of Galaxy Payroll Group Limited ~~6-K~~(the is“Company”), the Board of Directors of the Company approved certain corporate actions (the “Corporate Actions”) as described herein at a ~~copy~~meeting of the ~~press~~Board ~~release~~of Directors (the “Meeting”). The majority shareholders of the Company, ~~dated~~(the “Majority Shareholders”) further approved the Corporate Actions by written resolution of the shareholders on March 19, 2025.

~~Forward-Looking~~At ~~Statements~~the close of business on March 19, 2025, the record date for the determination of shareholders entitled to vote on the Corporate Actions, there were 18,012,500 ordinary shares outstanding, each share being entitled to one vote, constituting all of the outstanding voting securities of the Company. The Majority Shareholders approved the Corporate Actions, representing 59.51% of the total outstanding shares of the Company).

Matters discussed in this report may constitute forward-looking statements. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements, which are other than statements of historical facts. The words “believe,” “anticipate,” “intends,” “estimate,” “potential,” “may,” “should,” “expect” “pending” and similar expressions identify forward-looking statements. The forward-looking statements in this report are based upon various assumptions. Although we believe that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond our control, we cannot assure you that we will achieve or accomplish these expectations.

Exhibits

The following exhibit is included in this Form 6-K:

Exhibit No.		Description of Exhibit
99.1		Press release of the Company dated March 20, 2025

Pursuant to the Board and shareholder resolutions, the Company adopted the following resolutions regarding the Corporate Actions:

1 The re-designation and re-classification of its ordinary shares into two classes each with a par value of US$0.000625 (issued and unissued) (the “Ordinary Shares”) that (a) all the issued 18,012,500 Ordinary Shares be and are re-designated into 14,412,500 Class A ordinary shares each with a par value of US$0.000625 with one (1) vote per share but with all rights and restrictions remaining identical to the Ordinary Shares (the “Class A Ordinary Shares”) on a one-for-one basis and 3,600,000 Class B ordinary shares each with a par value of US$0.000625 with fifty (50) votes per share but with all rights and restrictions remaining identical to the Ordinary Shares (the “Class B Ordinary Shares”) on a one-for-one basis, (b) the remaining authorized but unissued Ordinary Shares be and are re-designated into (i) an unlimited number of Class A Ordinary Shares and (ii) an unlimited number of Class B Ordinary Shares on a one-for-one basis and (c) such that the Company will be authorized to issue an unlimited number of shares each with a par value of US$0.000625 divided into (i) an unlimited number of Class A Ordinary Shares and (ii) an unlimited number of Class B Ordinary Shares (the “Redesignation”);

2. Concurrently with the Re-designation, the Company and the Majority Shareholders approved certain amendments to the Company’s then effective memorandum and articles of association, including (a) amending Clause 6.2 of the memorandum of association of the Company to reflect the changes set forth in the Redesignation, and (b) adopting a set of amended and restated memorandum and articles of association of the Company (the “Amended and Restated M&A”) in substitution for the Company’s then effective memorandum and articles of association to reflect the Redesignation and set out the rights and privileges of Class A Ordinary Shares and Class B Ordinary Shares;

The Redesignation and the Amended and Restated M&A took effect on March 19, 2025, when the necessary filings were completed with the Registry of Corporate Affairs of the British Virgin Islands.

EXHIBIT INDEX

3.1		Amended and Restated Memorandum and Articles of Association filed on March 19, 2025
99.1		Home Country Rule Exemption Letter Dated February 26, 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.

	Galaxy Payroll Group Limited

	By:	/s/ Wai Hong Lao
	Name:	Wai Hong Lao
	Title:	Chief Executive Officer

Date: March 2024, 2025

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