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 ~~April~~May 2025.

Commission File Number 001-41681

WANG & LEE GROUP, Inc.

(Translation of registrant’s name into English)

Mr. Pui Lung Ho, Chief Executive Officer

5-6/F Wing Tai Factory Building,

3 Tai Yip Street,

Kwun Tong,

Kowloon, Hong Kong

Telephone: +852 2889 1313

(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~~Indicate ~~contained~~by check mark if the registrant is submitting the Form 6-K in ~~this~~paper ~~report~~as permitted by Regulation S-T Rule 101(b)(1): ☐

AsNote: ~~previously~~Regulation ~~disclosed in the current report on Form 6~~S-KT ~~filed~~Rule ~~by WANG & LEE GROUP, Inc.~~ 101(~~the “Company”~~b) ~~on March 13, 2025, the Company entered into a sale and purchase agreement~~ (~~the “Agreement”~~1) ~~with~~only ~~ALLIED~~permits ~~WORLDWIDE INDUSTRIES LIMITED (~~the ~~“Vendor”), for~~submission ~~the~~in ~~purchase~~paper of ~~the entire issued and outstanding share capital of Solar (HK) Limited (“Solar HK”) (the “Acquisition”),~~ a ~~company~~Form ~~incorporated~~6-K ~~under~~if ~~the~~submitted ~~laws~~solely ~~of Hong Kong, for the consideration of HK$15,000,000 (the “Consideration”), which shall be satisfied upon completion, through the issuance of a convertible note (the “Note”) by the Company~~ to ~~the~~provide ~~Vendor.~~an ~~The~~attached ~~Note will~~annual ~~become due on March 30, 2030 (the “Maturity Date”). Subject to the terms therein, the noteholder is entitled to convert~~report ~~the entire or a portion of the Note into the ordinary shares of the Company at the per share price (the “Conversion Price”) at 80% of the trading price of the last trading day prior~~ to ~~the~~security ~~conversion date (the “Current Market Price”)~~holders. The remaining amount of the Note will automatically convert into the ordinary shares of the Company on the Maturity Date. The issuance of the Note was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended. The foregoing descriptions of the Note do not purport to be complete and are qualified in their entirety by reference to the Note, which is filed as Exhibit 99.1. The Company issued a press release for closing of the Acquisition on April 1, 2025. A copy of the press release is filed as Exhibit 99.2.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

Note: 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 must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

INFORMATION CONTAINED IN THIS FORM 6-K REPORT

Nasdaq Letter

WANG & LEE Group, Inc. received a notice dated May 6, 2025, from the Listings Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that the minimum bid price per share of its ordinary shares was below $1.00 for a period of 30 consecutive business days and that the Company did not meet the minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Rule”). The Nasdaq notification letter does not result in the immediate delisting of the Company’s ordinary shares, and the shares will continue to trade uninterrupted under the symbol “WLGS.”

Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the Company has a compliance period of one hundred eighty (180) calendar days, or until November 3, 2025 (the “Compliance Period”), to regain compliance with Nasdaq’s minimum bid price requirement. If at any time during the Compliance Period, the closing bid price per share of the Company’s ordinary shares is at least $1.00 for a minimum of ten (10) consecutive business days, Nasdaq will provide the Company a written confirmation of compliance and the matter will be closed.

In the event the Company does not regain compliance by November 3, 2025, the Company may be eligible for an additional 180 calendar day grace period. To qualify, the Company will be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for the Nasdaq Capital Market, with the exception of the bid price requirement, and will need to provide written notice of its intention to cure the deficiency during the second compliance period, including by effecting a reverse stock split, if necessary. If the Company chooses to implement a reverse stock split, it must complete the split no later than ten (10) business days prior to November 3, 2025, or the expiration of the second compliance period if granted.

This information is being provided solely to comply with NASDAQ Listing Rules requiring public announcement of the Company’s receipt of the letter from NASDAQ.

Exhibit Index

Exhibit No.		Description
99.1		~~Convertible~~Press ~~Note~~Release ~~dated~~Dated ~~March~~May 317, 2025
99.2		Press Release.

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: April 1, 2025	WANG & LEE GROUP, INC.
Date: May 7, 2025	WANG & LEE GROUP, INC.
	By:	/s/ Pui Lung Ho
	Name:	Pui Lung Ho
	Title:	Chief Executive Officer

Filing Compare · WANG & LEE GROUP, Inc.