BUUU Group Limited Acquisition and Private Placement

BUUU Group Limited has entered into a definitive agreement to acquire a 60% equity interest in Brightray Science Inc. for over $60 million. The company also entered into private placement subscription agreements to issue and sell units, each consisting of a Class A ordinary share and one-half of a warrant, at $10.00 per unit. The net proceeds will be used to support capacity expansion and working capital requirements for Brightray's business post-acquisition. The securities offered in the private placement have not been registered under the Securities Act of 1933 and are being offered in offshore transactions to non-U.S. persons in reliance on Regulation S. The acquisition is subject to customary closing conditions and regulatory approvals.