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 21, 2025, CTRL Group Limited, a British Virgin Islands business company limited by shares (the “Company”), entered into an underwriting agreement (the “Underwriting Agreement”) with R.F. Lafferty & Co., Inc., as representative of the underwriters, pursuant to which the Company agreed to sell to the underwriters in a firm commitment underwritten public offering (the “Offering”) an aggregate of 2,000,000 of the Company’s ordinary shares, no par value per share (the “Ordinary Shares”), at a public offering price of $4.00 per share, for gross proceeds to the Company of $8,000,000. The Company has also granted the underwriters a 45-day option to purchase up to an additional 300,000 Ordinary Shares to cover over-allotments, if any. The Offering is expected to close on January 23, 2025.

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. The Ordinary Shares were previously approved for listing on The Nasdaq Capital Market and commenced trading under the ticker symbol “MTCR” on January 22, 2025.

The net proceeds to the Company from the Offering, after deducting commissions, fees, and expenses, are expected to be approximately $6,700,000. The Company anticipates using the net proceeds from the Offering for expanding to other regions, working capital as a mobile game operator, acquisition of potential media companies, and general working capital.

The Underwriting Agreement contains customary representations and warranties that the parties made to, and solely for the benefit of, the other party in the context of all of the terms and conditions of that agreement and in the context of the specific relationship between the parties. The provisions of the Underwriting Agreement, including the representations and warranties contained therein, are not for the benefit of any party other than the parties to such agreements and are not intended as documents for investors and the public to obtain factual information regarding the parties. Investors and the public should look to other disclosures contained in the Company’s filings with the Commission.

The foregoing summary of the terms of the Underwriting Agreement is subject to, and qualified in its entirety by reference to, a copy of the Underwriting Agreement that is filed as Exhibit 1.1 to this Report on Form 6-K and is incorporated herein by reference.

On January 21, 2025, we issued a press release announcing the pricing of the Offering, 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 22, 2025	CTRL GROUP LIMITED

	By:	/s/ Lau Chi Fung
		Lau Chi Fung
		Chief Executive Officer

EXHIBIT INDEX

Exhibit Number		Description
1.1		Underwriting Agreement
99.1		Press Release

CTRL GROUP Ltd 6-K