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 ~~September~~January ~~2025~~2026

Commission File Number: 001-42269

Galaxy Payroll Group Limited

(Registrant’s Name)

25th Floor, Ovest,

77 Wing Lok Street,

Sheung Wan, Hong Kong

+852 3105 2611

(Address of ~~principal~~Principal ~~executive~~Executive ~~office~~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 ☐

~~INFORMATION~~Entry into ~~CONTAINED~~a INMaterial ~~THIS~~Definitive ~~FORM 6-K REPORT~~Agreement.

~~Notice~~As previously disclosed, on July 11, 2025 and subsequently on September 12, 2025, Galaxy Payroll Group Limited (the “Company”) entered into certain securities purchase agreement and its amendment (collectively, the “2025 SPA”), respectively, with certain investors therein (the “2025 Investors”), pursuant to which the 2025 Investors agreed to subscribe, and the Company agreed to issue and sell an aggregate of ~~Regained~~1,500,000 ~~Compliance~~Class A ordinary shares, each with ~~Nasdaq~~a ~~Listing~~par value ~~Rules~~of US$0.00625 (the “Ordinary Shares”), through a private investment in public equity, at a price of US$2.178 per Ordinary Share. A Registration Rights Agreement was also entered into by and between the Company and each of the 2025 Investors on July 11, 2025 (together with the 2025 SPA, the “2025 PIPE Agreements”). On January 21, 2026, the Company entered into a termination agreement with the 2025 Investors (the “Termination Agreement”), pursuant to which all the obligations under the 2025 PIPE Agreements have been terminated.

AsOn ~~previously~~January ~~disclosed~~15, ~~on March 17~~2026, ~~2025, Galaxy Payroll Group Limited (~~the “Company”) entered ~~received~~into a ~~letter~~securities ~~from~~purchase agreement (the ~~Listing~~“2026 ~~Qualifications~~SPA”) ~~staff~~with ofcertain ~~The~~non-U.S. ~~Nasdaq~~investors ~~Stock~~(collectively, ~~Market~~the (“~~Nasdaq~~2026 Purchasers”) ~~notifying~~, ~~the~~pursuant ~~Company~~to ~~that~~which the ~~bid~~Company ~~price~~agreed ofto ~~the~~sell ~~Company~~and ~~had~~the ~~closed~~2026 atPurchasers ~~less~~agreed ~~than~~to $1purchase ~~per~~an ~~share~~aggregate ~~over~~of ~~the~~3,800,000 Ordinary ~~previous~~Shares 30of ~~consecutive~~the ~~business days~~Company, ~~and,~~at as a ~~result~~purchase ~~did~~price ~~not~~of ~~comply~~US$0.66 ~~with~~per ~~Listing~~Ordinary ~~Rule~~Share, ~~5550(a)(2).~~which ~~Nasdaq~~is ~~has~~40% ~~provided~~of the ~~Company~~closing ~~with~~price anof ~~180~~the ~~calendar~~Ordinary ~~days compliance~~Shares ~~period,~~as orof ~~until~~January ~~September 15~~14, ~~2025,~~2026 in(the ~~which~~“2026 toPIPE ~~regain~~Transaction”). ~~compliance~~The ~~with~~Company ~~Nasdaq~~expects ~~continued~~to ~~listing~~receive ~~requirement.~~aggregate Ongross ~~September~~proceeds ~~16,~~of ~~2025, the~~approximately ~~Company~~US$2.5 ~~received~~million abefore ~~letter~~any ~~from~~expenses ~~Nasdaq,~~incurred ~~notifying~~from the ~~Company~~2026 ~~that~~PIPE ~~Nasdaq~~Transaction. ~~has~~The ~~determined~~closing ~~the~~of ~~Company~~this is2026 ~~eligible~~PIPE ~~for~~Transaction anshall ~~additional~~be ~~180~~subject ~~calendar day period, or until March 16, 2026,~~ to ~~regain compliance with~~ the ~~minimum~~satisfaction ~~bid~~of ~~price~~certain ofcustomary $1closing ~~per~~conditions ~~share~~as ~~requirement~~stipulated ~~pursuant~~in to the ~~continued~~2026 ~~listing~~SPA ~~requirement~~and oftake ~~Nasdaq~~place ~~under~~on ~~Nasdaq~~the ~~Listing~~date ~~Rules~~as ~~5550(a)(2)~~mutually agreed upon.

OnThe ~~September~~Company ~~22,~~also ~~2025,~~entered ~~the~~into a ~~Company~~Registration ~~received~~Rights ~~formal notification~~Agreement, ~~from~~dated ~~Nasdaq~~January 15, ~~that~~2026 (the ~~Company~~“2026 ~~has~~RRA”) ~~regained compliance~~ with ~~the~~each ~~Nasdaq Minimum Bid Price Requirement. Nasdaq made this determination~~ of ~~compliance after~~ the ~~closing~~2026 ~~bid~~Purchasers, ~~price~~pursuant ofto which the Company’s ~~ordinary~~has ~~shares~~agreed ~~was~~to atfile ~~$1.00~~a ~~per~~registration ~~share~~statement orto ~~greater~~register for ~~the~~resale ~~last~~by 10the ~~consecutive business~~2026 ~~days~~Purchasers ~~from September 8 to September 19, 2025. Accordingly,~~ the ~~Company~~Ordinary ~~has~~Shares ~~regained~~they ~~compliance with Nasdaq Listing Rule 5550(a)(2),~~purchased ~~and~~in the ~~prior~~2026 ~~bid~~PIPE ~~price deficiency matter is now closed~~Transaction.

The foregoing descriptions of the 2026 SPA, and 2026 RRA are qualified in their entirety by reference to the full text of Form of 2026 SPA and Form of 2026 RRA, copies of which are attached as Exhibit 10.1, and Exhibit 10.2 hereto and incorporated herein by reference.

Financial Statements and Exhibits.

The following exhibits are being filed herewith:

Exhibit No.		Description
10.1		Form of Securities Purchase Agreement
10.2		Form of Registration Rights Agreement

~~SIGNATURE~~SIGNATURES

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

~~GALAXY~~Galaxy ~~PAYROLL~~Payroll ~~GROUP~~Group ~~LIMITED~~Limited By: /s/ Wai Hong Lao Name: Wai Hong Lao Title: Chief Executive Officer

Date: January ~~September 23~~22, ~~2025~~2026

EXHIBIT INDEX

Exhibit No.		Exhibit
99.1		Press release

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