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 June 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

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

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.

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

OnAs previously ~~June~~announced 9on May 7, 2025, ~~WANG & LEE GROUP, Inc. (~~the “Company”) ~~entered~~received ~~into~~ a ~~securities~~letter ~~purchase agreement~~ (the “~~Purchase~~Notification ~~Agreement~~Letter”) ~~with~~from ~~certain~~the ~~institutional~~Listing Qualifications ~~investors~~Staff (~~collectively,~~ the “~~Investors~~Staff”), ~~pursuant~~of toThe ~~which~~Nasdaq ~~the~~Stock ~~Investors will purchase~~Market, ~~subject~~LLC ~~to certain closing conditions, senior convertible notes~~ (~~the~~ “~~Notes~~Nasdaq”) inon ~~the~~May ~~aggregate amount equal to US$8~~6,~~000,000~~ ~~(the “Principal”)~~2025, ~~which shall be~~notifying ~~convertible into~~ the Company’s ~~ordinary shares (the “Ordinary Shares”)~~that, nobased ~~par~~upon ~~value per share (~~the ~~“Offering”),~~ ~~for~~closing ~~net~~bid ~~proceeds of approximately US$3,570,000. The Notes have a conversion~~ price of ~~85% of~~ the ~~lowest daily~~Company’s ~~VWAP (the dollar volume-weighted average price for~~ ordinary shares onfor the ~~Nasdaq~~last ~~Capital~~30 ~~Market) during the ten (10)~~ consecutive ~~trading~~business days ~~immediately preceding~~ , the ~~conversion~~Company ~~date~~is ~~(the~~not ~~“Conversion~~currently ~~Price”).~~in ~~The~~compliance ~~Notes~~with ~~are~~the ~~due~~requirement ~~and payable~~to 9maintain ~~months~~a ~~from~~minimum ~~the~~bid ~~date~~price of ~~closing (the “Maturity Date”)~~$1.00 ~~The~~per ~~Investors~~share ~~may~~for ~~extend~~continued ~~the Maturity Date~~ listing on ~~one occasion~~Nasdaq, ~~for~~as upset toforth ~~an additional 6 months~~ in ~~their~~Nasdaq ~~sole~~Listing ~~discretion.~~Rule At5550(a)(2) ~~any time before~~ (the ~~Maturity~~“Minimum ~~Date~~Bid Requirement”), ~~the~~which ~~Investors~~matter ~~may convert~~serves ~~the~~as ~~Principal~~a ~~under the Notes at their option~~ basis for ~~Ordinary~~delisting ~~Shares~~the atCompany’s ~~the~~securities ~~Conversion~~from ~~Price~~Nasdaq. ~~No public market currently exists for the Notes~~Additionally, ~~and~~ the Company’s ~~does not intend to apply to list the Notes on any~~ securities ~~exchange~~had ora ~~for quotation~~closing onbid ~~any~~of ~~inter-dealer quotation system~~$0.10 or ~~The~~less ~~Purchase~~for ~~Agreement~~the ~~and~~last ~~Notes~~ten ~~contain~~consecutive ~~customary~~trading ~~events of default~~days, ~~indemnification~~ ~~obligations of the Company~~ and ~~other~~accordingly, ~~obligations and rights of the parties. The Conversion Price~~ is subject to ~~anti-dilution~~ the provisions tounder ~~reflect~~Listing ~~stock~~Rule ~~dividends~~5810(c)(3)(A)(iii). This ~~and~~serves ~~splits,~~as ~~and~~an ~~future~~additional ~~securities~~basis ~~offerings~~for ~~at lower prices with certain exceptions~~delisting.

~~The~~On ~~Notes~~June ~~will~~25, be2025 ~~offered~~the ~~pursuant~~Company toreceived an additional Notification Letter notifying the Company that the Staff has determined to delist the Company’s ~~effective~~securities ~~registration~~pursuant ~~statement~~to ontheir ~~Form~~discretionary ~~F-3~~authority ~~(Registration~~under ~~Statement~~Listing NoRule 5101. ~~333-281859)~~The Staff’s determination was based ~~previously~~on ~~filed~~public ~~with~~interest concerns primarily in relation to the ~~SEC~~Company’s ~~and~~June ~~prospectus~~9, ~~supplements~~2025 ~~thereunder~~issuance of convertible notes .

The ~~foregoing~~Company ~~description~~has of the ~~Purchase~~opportunity ~~Agreement~~to ~~and~~request ~~the~~a ~~Notes~~hearing iswith ~~not~~the ~~complete~~Hearings ~~and~~Panel is(the ~~qualified~~“Panel”), inby ~~its~~July ~~entirety~~2, by2025, ~~reference~~which to the ~~full~~request was ~~text~~made ofon ~~such~~June ~~agreement~~30, ~~copies~~2025. ofThe ~~which~~hearing isrequest ~~filed~~will ~~herewith~~stay asthe ~~Exhibit~~suspension ~~10.1~~of ~~and~~the ~~Exhibit~~Company’s ~~4.1,~~securities ~~respectively,~~and tothe ~~this~~filing ~~Report~~of onthe Form 625-KNSE ~~and~~pending isthe ~~incorporated~~Panel’s ~~herein by reference~~decision. InThe ~~addition,~~fee for the ~~Company~~hearing is ~~filing~~$20, ~~as exhibit hereto, an opinion of counsel of Maples and Calder~~000.

~~This~~Item ~~Report~~7.01. onRegulation ~~Form~~FD 6-K shall not constitute an offer to sell or the solicitation of an offer to buy the Company’s securities, nor shall there be any offer, solicitation, or sale of the Company’s securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such stateDisclosure.

~~This~~On ~~Form~~June ~~6-K~~30, ~~(including~~2025, the ~~documents~~Company ~~attached~~issued asa ~~exhibits~~press ~~hereto)~~release isannouncing ~~hereby incorporated by reference into~~ the ~~Company’s~~delisting ~~registration statement on Form F-3 initially filed on August 30, 2024 (Registration Statement No~~notice. ~~333-281859).~~

~~Exhibit~~The ~~Index~~information contained in this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Exhibit No.		Description
4.1		Form of Senior Convertible Note dated as of June 9, 2025
5.1		Legal Opinion of Maples and Calder
10.1		Form of Securities Purchase Agreement dated as of June 9, 2025

Exhibits

Exhibit No.		Description

99.1		Press Release dated June 30, 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.

Date: June 9, 2025	WANG & LEE GROUP, INC.
Date: June 30, 2025	WANG & LEE GROUP, INC.
	By:	/s/ Pui Lung Ho
	Name:	Pui Lung Ho
	Title:	Chief Executive Officer

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