Agencia Comercial Spirits Ltd (AGCC) updates board, adds independent director

Rhea-AI Filing Summary

Agencia Comercial Spirits Ltd is reshaping its board leadership and committee structure effective December 11, 2025. Former chairman Tsai Yi Yang will continue as an executive director and Chief Executive Officer, while Li Qiang has been appointed executive director and new Chairman of the Board.

The company also appointed Tian Yiding as an independent non-executive director. After these changes, the Board has seven directors: three executive directors (Mr. Tsai, Mr. Li and Mr. Wong Man Ue, Nick) and four independent directors (Mr. Tian, Mr. John Robert Fiore, Mr. Patrick Man Shun Wong and Ms. Lee Su-Jung). The same four independent directors now make up the audit, compensation, and nominating and corporate governance committees, each with a designated chairperson.

Mr. Li brings over 20 years of data center and technology infrastructure experience, including leading a prior NASDAQ listing and overseeing a large European data center platform. Mr. Tian brings over 10 years of corporate investment and international business development experience, and has been determined to qualify as an independent director under SEC and NASDAQ rules.

Insights

Corporate governance analyst

AGCC separates chair and CEO roles and adds an independent director, reshaping board oversight without changing core operations.

Agencia Comercial Spirits Ltd has reassigned the chair role from Tsai Yi Yang to Li Qiang, while Mr. Tsai remains Chief Executive Officer and an executive director. This separates board leadership from day-to-day management, which can influence how strategic decisions and oversight are balanced, though no operational changes are described.

The Board now comprises seven directors, including three executive and four independent directors, and all three key committees—the audit, compensation, and nominating and corporate governance committees—are composed entirely of independent directors with designated chairs. The determination that Tian Yiding qualifies as an independent director under SEC and NASDAQ Rule 5605(a)(2) aligns these structures with established governance standards.

Mr. Li’s background in data centers, including leading a company to a NASDAQ listing and overseeing major international facilities, and Mr. Tian’s experience in corporate investment and cross-border business development, add different industry and geographic perspectives. The Board explicitly states it believes they will bring broad management experience, indicating an emphasis on strengthening leadership depth and international growth capabilities.

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 December 2025

Commission File Number 001-42892

Agencia Comercial Spirits Ltd

(Exact name of registrant as specified in its charter)

No. 65, Ln. 114, Xishi Rd., Xi’an Vil., Fengyuan Dist.
Taichung City 42061, Taiwan (R.O.C.)

(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 CONTAINED IN THIS REPORT ON FORM 6-K

The information disclosed under this Form 6-K is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, except as expressly set forth in such filing.

Appointment of Directors and Change in Composition of Board Committees

The board of directors (the “Board”) of the Company announces the following appointments and changes to the composition of the Board committees effective December 11, 2025:

	(1)	Mr. Tsai Yi Yang (“Mr. Tsai”), previously the Chairman of the Board and Chief Executive Officer, no longer serves as Chairman of the Board but continues in his roles as an executive director and Chief Executive Officer of the Company;
	(2)	Mr. Li Qiang (“Mr. Li”) has been appointed as an executive director and Chairman of the Board; and
	(3)	Mr. Tian Yiding (“Mr. Tian”) has been appointed as an independent non-executive director.

After the changes described above and effective from December 11, 2025,

	●	Mr. Li will assume the role of Chairman of the Board, which was previously held by Mr. Tsai;
	●	the Board will consist of seven (7) directors, including three (3) executive directors, namely Mr. Tsai, Mr. Li, and Mr. Wong Man Ue, Nick and four (4) independent directors, namely Mr. Tian, Mr. John Robert Fiore, Mr. Patrick Man Shun Wong, and Ms. Lee Su-Jung;
	●	the audit committee consists of Mr. Tian, Mr. John Robert Fiore, Mr. Patrick Man Shun Wong, and Ms. Lee Su-Jung with Mr. Patrick Man Shun Wong serving as the chairperson of the audit committee;
	●	the compensation committee consists of Mr. Tian, Mr. John Robert Fiore, Mr. Patrick Man Shun Wong, and Ms. Lee Su-Jung with Ms. Lee Su-Jung serving as the chairperson of the compensation committee; and
	●	the nominating and corporate governance committee consists of Mr. Tian, Mr. John Robert Fiore, Mr. Patrick Man Shun Wong, and Ms. Lee Su-Jung with Mr. John Robert Fiore serving as the chairperson of the nominating and corporate governance committee.

Set forth below is certain biographical information regarding the background and experience of Mr. Li and Mr. Tian:

Mr. Li Qiang, aged 57, has over 20 years of experience in the data center and technology infrastructure industry. He led Trunbow Asia-Pacific Technology Co., Ltd. to a NASDAQ listing in 2011. Mr. Li previously served as Chairman of Global Switch Holdings Limited from 2016 to 2020, where he oversaw one of Europe’s largest neutral third-party data center platforms, managing 10 hyperscale facilities across major global hubs including London, Paris, Frankfurt, Singapore and Sydney. He is currently Head of Data Center at Ricloud AI Inc., where he has driven strategic partnerships, including the company’s NVIDIA cloud partnership, to strengthen advanced data center infrastructure capabilities.

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Mr. Tian Yiding, aged 31, has over 10 years of experience in corporate investment and international business development. Mr. Tian served as a director of Hezhan Group from January 2014 to January 2019, where he was involved in the group’s external investment projects, including participation in the management and upgrade of the Qingzhou Yellow Huaxi District Scenic Spot in Shandong. He later founded and led Beijing Yidingshan Technology Co., Ltd. as general manager from September 2019 to June 2022. Since August 2022, Mr. Tian has served as Chairman of Yiding International Limited in Hong Kong, overseeing strategic planning and building an efficient operating model while partnering with state-owned enterprises to integrate resources and expand overseas markets. Since March 2023, he has also served as Chairman of Yiding Autos FZCO in Dubai, focusing on international market expansion and cross-border partnerships.

The Board has determined that Mr. Tian qualifies as an independent director under the applicable rules and regulations of the SEC and NASDAQ Rule 5605(a)(2), based on an evaluation of the relationships between the Company and Mr. Tian.

There are no family relationships among the directors or executive officers of the Company.

There is no arrangement or understanding between Mr. Li and Mr. Tian, and any other person pursuant to which they were selected as directors or executive officers of the Company.

There are no transactions in which Mr. Li and Mr. Tian, or their immediate family members have an interest requiring disclosure under Item 404(a) of Regulation S-K.

The Board believes Mr. Li and Mr. Tian will bring broad management experience to the Company and would like to take this opportunity to welcome Mr. Li and Mr. Tian on joining the Board.

Issuance of Press Release

On December 11, 2025, the Company issued a press release announcing the foregoing appointment of directors and change in composition of Board committees.

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EXHIBIT INDEX

The following exhibits are being filed herewith:

Exhibit No.		Description
99.1		Press release of the Company dated December 11, 2025

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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.

	Agencia Comercial Spirits Ltd
Date: December 11, 2025	By:	/s/ Tsai Yi Yang
	Name:	Tsai Yi Yang
	Title:	Director and Chief Executive Officer

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FAQ

What leadership changes did Agencia Comercial Spirits Ltd (AGCC) announce?

The company announced that Tsai Yi Yang will no longer serve as Chairman of the Board but will continue as an executive director and Chief Executive Officer. Li Qiang has been appointed as an executive director and the new Chairman of the Board, effective December 11, 2025.

Who is the new chairman of the board at AGCC and what is his background?

Li Qiang, aged 57, is the new Chairman of the Board and an executive director. He has over 20 years of experience in data center and technology infrastructure, led Trunbow Asia-Pacific Technology Co., Ltd. to a NASDAQ listing in 2011, previously chaired Global Switch Holdings Limited, and is currently Head of Data Center at Ricloud AI Inc..

How is the Agencia Comercial Spirits Ltd (AGCC) board structured after December 11, 2025?

After the changes, the Board consists of seven (7) directors: three executive directors (Mr. Tsai, Mr. Li and Mr. Wong Man Ue, Nick) and four independent directors (Mr. Tian, Mr. John Robert Fiore, Mr. Patrick Man Shun Wong and Ms. Lee Su-Jung).

Who are the members of AGCC’s audit, compensation, and nominating committees?

Each of the three committees—the audit committee, compensation committee and nominating and corporate governance committee—is composed of the same four independent directors: Mr. Tian, Mr. John Robert Fiore, Mr. Patrick Man Shun Wong and Ms. Lee Su-Jung. Mr. Patrick Man Shun Wong chairs the audit committee, Ms. Lee Su-Jung chairs the compensation committee and Mr. John Robert Fiore chairs the nominating and corporate governance committee.

What experience does new independent director Tian Yiding bring to AGCC?

Tian Yiding, aged 31, has over 10 years of experience in corporate investment and international business development. His roles have included director at Hezhan Group, founder and general manager of Beijing Yidingshan Technology Co., Ltd., and Chairman of Yiding International Limited in Hong Kong and Yiding Autos FZCO in Dubai, focusing on strategic planning, resource integration and overseas market expansion.

Is Tian Yiding considered an independent director at Agencia Comercial Spirits Ltd (AGCC)?

Yes. The Board has determined that Mr. Tian qualifies as an independent director under the applicable rules and regulations of the SEC and NASDAQ Rule 5605(a)(2), after evaluating his relationships with the company.

Did AGCC disclose any related-party transactions or family relationships for the new directors?

The company states there are no family relationships among its directors or executive officers. It also notes there are no transactions in which Mr. Li or Mr. Tian, or their immediate family members, have an interest that would require disclosure under Item 404(a) of Regulation S-K.