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 July 2026
Commission File Number 001-42892
Agencia Comercial Spirits Ltd
(Exact name of registrant as specified in its charter)
No. 23-1, Shenzun Rd., Shengang Dist.
Taichung City 429014, 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 Form 6-K Report
Entry into Material Definitive Agreements
On July 17, 2026, Agencia Comercial Spirits Ltd,
a Cayman Islands exempted company (the “Company”), entered into certain securities purchase agreements (the “SPA”)
with the investors named therein (the “Purchasers”), pursuant to which the Company agreed to issue and sell, on a self-directed
best efforts basis (the “Offering”), an aggregate of 20,000,000 Class A ordinary shares (the “Class A Ordinary Shares”)
at a purchase price of $10.00 per Class A Ordinary Share.
The Company received gross proceeds of US$200.0
million from the Offering, before deducting estimated offering expenses. The Company intends to use the net proceeds from the Offering
primarily to develop its AI computing center-related business in the United States, Japan and Southeast Asia, including server and hardware
procurement, infrastructure expansion, and data center land developments, with the balance to be used for research and development, working
capital, and general corporate purposes. The Offering closed on July 29, 2026.
The SPA contains customary representations, warranties,
covenants, and closing conditions, as well as certain indemnification and other provisions.
The securities in the Offering were offered pursuant
to a registration statement on Form
F-1 (File No. 333-296847) previously filed with the U.S. Securities and Exchange Commission and declared effective on July 17, 2026.
The Offering was made only by means of a prospectus that forms a part of such registration statement. The Class A Ordinary Shares are
listed on the Nasdaq Capital Market under the symbol “AGCC.”
The foregoing descriptions of the material terms
of the SPA do not purport to be complete and are qualified in their entirety by reference to such document, which is filed as Exhibit
10.1 to this Form 6-K and incorporated herein by reference.
Forward Looking Statements
Matters discussed in this report may constitute
forward-looking statements. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events
or performance, and underlying assumptions and other statements, which are other than statements of historical facts. The words “believe”,
“may”, “intends”, “expect”, “pending” and similar expressions identify forward-looking
statements. The forward-looking statements in this report are based upon various assumptions. Although we believe that these assumptions
were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies which are difficult
or impossible to predict and are beyond our control, we cannot assure you that we will achieve or accomplish these expectations.
EXHIBIT INDEX
The following exhibits are being filed herewith:
| Exhibit No. |
|
Description |
| 10.1 |
|
Form of Securities Purchase Agreement |
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: July 29, 2026 |
By: |
/s/ Tsai Yi Yang |
| |
Name: |
Tsai Yi Yang |
| |
Title: |
Director and Chief Executive Officer |
