UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

~~Form~~FORM 6-K

~~REPORT~~Report OFof ~~FOREIGN~~Foreign ~~PRIVATE ISSUER~~Issuer

~~PURSUANT~~Pursuant TOto ~~RULE~~Rule 13a-16 ORor 15d-16 of

~~UNDER~~the ~~THE~~Securities ~~SECURITIES~~Exchange ~~EXCHANGE~~Act ~~ACT~~of OF 1934

For ~~the~~June ~~month~~5, ~~of February~~ 2025

Commission File Number: 001-41883

Roma Green Finance Limited

(Exact name of Registrant as specified in its charter)

Cayman Islands

(Jurisdiction of incorporation or organization)

Flat 605, 6/F., Tai Tung Building, 8 Fleming Road

Wanchai, Hong Kong

(Address of principal executive offices)

Luk Huen Ling Claire, CEO

Tel: + 852 ~~25296878~~2529 6878

Email: claireluk@roma-international.com

Flat 605, 6/F., Tai Tung Building, 8 Fleming Road

Wanchai, Hong Kong

(Name, Telephone, email and/or fax number and address of Company Contact Person)

Indicate by check mark whether the ~~registrant~~Registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

~~When~~Indicate ~~used~~by incheck ~~this~~mark ~~Form~~if ~~6-K,~~the ~~unless~~registrant ~~otherwise~~is ~~indicated,~~submitting the ~~terms~~Form ~~“the~~6-K ~~Company,”~~in ~~“Roma,”~~paper ~~“we,” “us”~~as ~~and~~permitted ~~“our”~~by ~~refer~~Regulation toS-T ~~Roma~~Rule ~~Green~~101(b)(1): ~~Finance Limited and its subsidiaries.~~☐

~~Explanatory~~ 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.

~~This~~Indicate ~~current~~by ~~report~~check onmark ~~Form~~if ~~6-K~~the registrant is ~~being~~submitting ~~filed to disclose~~ the ~~home country rule exemption of Roma that it intends to disclose in its annual reports on~~ Form 206-FK ~~for~~in ~~the~~paper ~~fiscal~~as ~~year~~permitted ~~ended~~by ~~March~~Regulation ~~31,~~S-T ~~2024~~Rule ~~and~~101(b)(7): ~~the fiscal year ending March 31, 2025.~~☐

AsNote: 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, wemust ~~are~~furnish ~~permitted,~~and inmake ~~lieu~~public ofunder ~~certain~~the ~~requirements~~laws of the ~~Nasdaq~~jurisdiction ~~Stock~~in ~~Market~~which ~~Marketplace~~the ~~Rules~~registrant ~~(the~~is ~~“Nasdaq~~incorporated, ~~Rules”)~~domiciled ~~and~~or ~~subject~~legally toorganized ~~certain~~(the ~~exceptions~~registrant’s “home country”), toor ~~follow~~under the ~~practices~~rules of ~~our~~the home country, exchange on which ~~for~~the registrant’s securities are traded, as long as the ~~purpose~~report ofor ~~such~~other ~~rules~~document is ~~the~~ ~~Cayman~~not ~~Islands~~a press release, ~~pursuant~~is not required to be and has not been distributed to the ~~home~~registrant’s ~~country~~security ~~rule~~holders, ~~exemption~~and, ~~set~~if ~~forth~~discussing ~~under~~a ~~Nasdaq~~material ~~Rules~~event, ~~5615(~~has already been the subject of a~~)(3)~~ Form 6-K submission or other Commission filing on EDGAR.

WeClosing ~~elected~~of toFollow-On ~~be exempt from the requirements as follows:~~Offering

●Roma Green ~~Rule~~Finance ~~5620(a)~~Limited of (the “Company”) (Nasdaq: ~~Rules~~ROMA), ~~pursuant to which each company listing common stock or voting preferred stock, or their equivalents, shall hold~~ an ~~annual~~established ~~meeting~~provider of ~~shareholders~~customized ~~no later than one year after the end of the issuer’s fiscal year-end; ● Rule 5620(b) of the Nasdaq Rules~~ESG, ~~pursuant~~corporate togovernance ~~which each company shall solicit proxies~~ and comprehensive ~~provide~~sustainability ~~proxy statements for all meetings of shareholders~~ and ~~shall~~climate ~~provide~~change ~~copies of such proxy solicitation to Nasdaq; ● Rule 5635(a) of the Nasdaq Rules~~solutions, ~~pursuant~~including torisk ~~which~~management shareholder approval is required in certain circumstances prior to an issuance of securities in connection with the acquisition of the stock or assets of another company; ● Rule 5635(b) of the Nasdaq Rulessolutions, ~~pursuant~~ to ~~which~~its ~~shareholder~~clients ~~approval~~today isannounced ~~required prior to~~ the ~~issuance~~ closing of ~~securities~~its ~~when~~self-directed ~~the~~follow-on ~~issuance~~public oroffering ~~potential issuance will result in a change of control of the company; ● Rule 5635~~(~~c) of~~ the Nasdaq Rules, pursuant to which shareholder approval is required prior to the issuance of securities when a stock option or purchase plan is to be established or materially amended or other equity compensation arrangement made or materially amended, pursuant to which stock may be acquired by officers, directors, employees, or consultants, subject to certain exceptions“FPO”). ●The ~~Rule~~FPO ~~5635(d)~~was ofconducted ~~the~~on ~~Nasdaq Rules, pursuant to which shareholder approval is required prior to the issuance of securities in connection with~~ a ~~transaction~~best ~~other~~efforts ~~than a public offering involving:~~basis.

	○	the sale, issuance or potential issuance by the company of common stock (or securities convertible into or exercisable for common stock) at a price less than the greater of book or market value which together with sales by officers, directors or Substantial Shareholders of the company equals 20% or more of common stock or 20% or more of the voting power outstanding before the issuance; or
	○	the sale, issuance or potential issuance by the company of common stock (or securities convertible into or exercisable common stock) equal to 20% or more of the common stock or 20% or more of the voting power outstanding before the issuance for less than the greater of book or market value of the stock.

The FPO closed upon the sale of (i) 11,000,000 ordinary shares with par value US$0.001 each of the Company (the “Ordinary Shares”) at an offering price of US$0.60 and (ii) 33,000,000 common warrants to purchase up to 33,000,000 Ordinary Shares (the “Common Warrants”) at an exercise price of US$0.01 per share, for total gross proceeds of US$6,930,000.00 and net proceeds of approximately US$6,843,939 after deducting expenses of approximately $86,061 payable by the Company. The Company received the net proceeds of the FPO and intends to use for specific uses in order of priority: (i) approximately US$2.1 million for strengthening branding and marketing to escalate our position in the industry in Hong Kong, Singapore and the PRC; (ii) approximately US$2.1 million for making investment in ESG and green environmental related projects; and (iii) approximately US$2.7 million for working capital and other general corporate purposes.

~~Our~~A ~~Cayman~~registration ~~Islands~~statement ~~counsel,~~on ~~Conyers~~Form ~~Dill~~F-1 &relating ~~Pearman,~~to ~~has~~the ~~provided a letter~~FPO, as ~~required~~amended by(File ~~The~~Number: ~~Nasdaq~~333-285301) ~~Stock~~was ~~Market,~~declared ~~certifying~~effective ~~that, under~~by ~~Cayman~~the ~~Islands law~~ Securities and ~~our~~Exchange ~~amended~~Commission ~~and~~(the ~~restated~~“SEC”) ~~memorandum~~on ~~and~~March ~~articles of association~~31, we2025. ~~are~~The ~~not~~Offering ~~prohibited~~was ~~from~~made ~~adopting the~~only ~~governance~~by ~~practice~~means asof ~~discussed~~a ~~above~~prospectus. ACopies ~~copy~~ of the final ~~home~~prospectus ~~country rule~~relating ~~exemption~~to ~~letter from~~ the ~~Company’s~~FPO ~~Cayman Islands~~may ~~counsel~~be isobtained ~~attached~~via ~~hereto~~the asSEC’s ~~Exhibit~~website 99at www.1sec.gov.

~~Except~~The ~~for~~FPO follows the ~~foregoing,~~Company’s ~~there~~previous isinitial nopublic ~~material~~offering ~~differences~~(the “IPO”), in which the Company’s ~~corporate~~sold ~~governance~~2,449,943 ~~practices~~of ~~from~~its Ordinary ~~those~~Shares at a public offering price of UUS$4.S00, for total gross proceeds of US$9,799,772 before deducting underwriting discounts, commissions, and other offering expenses. ~~domestic~~The IPO closed on January 11, 2024, and its Ordinary Shares began to trade on the Nasdaq Capital ~~companies~~Market ~~under~~on the ~~listing~~same ~~standards~~date. Additionally, the Company conducted a best efforts self-underwritten follow-on offering (the “PFPO”), in which it sold 3,600,000 of its Ordinary Shares at a fixed offering price of US$0.351, for total gross proceeds of US$1,263,600 before deducting offering expenses payable by the Company. The ~~Nasdaq~~PFPO ~~Stock~~closed ~~Market~~on September 26, 2024.

~~EXHIBIT INDEX~~EXHIBITS

Exhibit No.		Description
99.1		Home Country Exemption Letter

NONE

~~SIGNATURES~~SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the ~~registrant~~Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: February 25, 2025	ROMA GREEN FINANCE LIMITED
Date: June 5, 2025	ROMA GREEN FINANCE LIMITED
	By:	/s/ Luk Huen Ling Claire
	Name:	Luk Huen Ling Claire
	Title:	Chairlady, Executive Director and Chief Executive Officer

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