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 May 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 a Five-Year AI Computing Cloud Services
Agreement
On May 12, 2026, Agencia Comercial Spirits Ltd
(the “Company”) announced that its wholly-owned subsidiary, AGCC Singapore Pte. Ltd. (“AGCC Singapore”), has entered
into a five-year computing technology services agreement (the “Agreement”) with a customer in the digital financial services
sector.
Under the terms of the Agreement, AGCC Singapore
is expected to provide AI computing cloud services, including GPU-based computing resources, network connectivity, and related technical
support services over a 60-month service period. Based on the current contractual pricing schedule and assuming full staged deployment
and customer acceptance of the contemplated service capacity, the Agreement may represent up to approximately US$374.4 million in estimated
gross service fees, exclusive of applicable taxes.
The Company notes that the actual amounts payable
to AGCC Singapore will depend on, among other factors, the timing and extent of deployment, customer acceptance, actual service usage,
applicable service-level performance, payment performance, and other contractual and operational conditions. Accordingly, the estimated
gross service fee amount should not be interpreted as guaranteed revenue, revenue guidance, net revenue, operating income, cash flow,
profitability, or margin guidance. The entry into this Agreement represents a meaningful step in the Company’s strategic initiative
to expand into AI computing infrastructure and cloud-based computing services while continuing to operate its existing whisky import and
distribution business.
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 |
| 99.1 |
|
Press release of the Company dated May 12, 2026 |
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: May 12, 2026 |
By: |
/s/ Tsai Yi Yang |
| |
Name: |
Tsai Yi Yang |
| |
Title: |
Director and Chief Executive Officer |
3
Exhibit 99.1
Agencia Comercial Spirits Ltd Announces Five-Year
AI Computing Cloud Services Agreement Through Wholly-Owned Singapore Subsidiary, providing up to approximately US$374.4 million
in estimated gross service fees over a 60-month service period
TAICHUNG CITY, Taiwan, May 12, 2026 (GLOBE
NEWSWIRE) -- Agencia Comercial Spirits Ltd (NASDAQ: AGCC) (“Agencia” or the “Company”), a Taiwan-based importer
and distributor of whisky products, today announced that its wholly-owned subsidiary, AGCC Singapore Pte. Ltd. (“AGCC Singapore”),
has entered into a five-year computing technology services agreement (the “Agreement”) with a customer in the digital financial
services sector (the “Customer”).
Under the Agreement, AGCC Singapore is expected
to provide AI computing cloud services, including GPU-based computing resources, network connectivity and related technical support services,
over a 60-month service period. Based on the current contractual pricing schedule and assuming full staged deployment and customer acceptance
of the contemplated service capacity, the Agreement may represent up to approximately US$374.4 million in estimated gross service fees,
exclusive of applicable taxes, over the service period. Actual amounts payable to AGCC Singapore will depend on, among other factors,
the timing and extent of deployment, customer acceptance, actual service usage, applicable service-level performance, payment performance
and other contractual and operational conditions. The Company cautions that the estimated gross service fee amount should not be interpreted
as guaranteed revenue, revenue guidance, net revenue, operating income, cash flow, profitability or margin guidance.
The Agreement represents part of the Company’s
strategic initiative to expand into AI computing infrastructure and cloud-based computing services, while continuing to operate its existing
whisky import and distribution business.
Management Commentary
“Entry into this Agreement represents a
meaningful step in Agencia’s planned expansion into AI computing services,” said Mr. Li Qiang, Chairman of Agencia. “Our
immediate focus is disciplined execution, including staged deployment, customer acceptance, service availability, technical support and
cost management. We intend to build this new business area carefully, while continuing to operate our existing whisky business.”
Management believes that the Agreement, if successfully
implemented, may provide the Company with an opportunity to participate in the growing demand for AI computing capacity in Southeast Asia.
However, the Company’s AI computing strategy remains subject to significant business, operational, financing, technology, regulatory
and execution risks.
About Agencia Comercial Spirits Ltd
Agencia Comercial Spirits Ltd is a Taiwan-based
importer and distributor of whisky products, including bottled and cask whiskies, in Taiwan and select international markets. The Company
operates through three business segments: procurement and distribution of bottled whisky; procurement and distribution of raw cask whisky;
and cask-to-bottle and distribution services, including brand-authorized bottling, packaging and sales.
The AI computing services described in this press
release represent a strategic expansion beyond the Company’s historical whisky business and remain subject to significant risks
and uncertainties.
Forward-Looking Statements
This press release contains forward-looking statements
within the meaning of the U.S. federal securities laws. Forward-looking statements include, without limitation, statements regarding the
Company’s planned expansion into AI computing services, the expected implementation of the Agreement, the expected timing of deployment
and acceptance, the expected number of computing service instances to be deployed, the estimated gross service fees under the Agreement,
the potential deployment of additional capacity, future pricing arrangements, expected customer demand, expected technical performance,
the Company’s ability to obtain or maintain required infrastructure, equipment, financing, data center capacity, network connectivity
and technical resources, and the potential contribution of the Agreement to the Company’s future business and financial profile.
Forward-looking statements are generally identified
by words such as “may,” “will,” “expect,” “intend,” “plan,” “believe,”
“anticipate,” “estimate,” “potential,” “target,” “seek,” “could,”
“should,” “continue” and similar expressions, although not all forward-looking statements contain these identifying
words. These statements are based on the Company’s current expectations and assumptions and are subject to risks, uncertainties
and other factors that could cause actual results to differ materially from those expressed or implied by such statements.
These risks and uncertainties include, but are
not limited to, risks that the Agreement may not be implemented as currently contemplated; the Customer may not proceed with all contemplated
service instances; the Customer may not accept deployed services on the expected timeline or at all; actual usage may be lower than anticipated;
service-level deductions, service credits or other contractual remedies may reduce amounts payable to AGCC Singapore; the Company may
experience delays or cost overruns in procuring hardware, securing data center capacity, arranging network connectivity, obtaining financing
or deploying the required infrastructure; third-party suppliers, data center operators or other service providers may fail to perform;
the Company may not be able to meet required technical, operational, security, maintenance or availability standards; the Company may
incur significant capital expenditures, operating costs, financing costs or other expenses; pricing for later service periods may be revised
or may not reflect market or cost conditions; regulatory, export control, sanctions, licensing, cybersecurity, data protection, tax, foreign
exchange, geopolitical or market conditions may adversely affect performance; the Customer may fail to perform its payment or other obligations;
demand for AI computing services may fluctuate; competitive conditions may adversely affect margins; and the Company may not achieve profitability,
positive cash flow or expected returns from the AI computing services business.
The estimated gross service fee amount described
in this press release does not constitute a guarantee of revenue, revenue guidance, net revenue, operating income, net income, cash flow,
profitability or margin. Any revenue recognition will depend on actual service delivery, customer acceptance, usage, payment and the Company’s
applicable accounting policies.
Additional risks and uncertainties are described
in the Company’s filings with the U.S. Securities and Exchange Commission. The Company undertakes no obligation to update or revise
any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.
Investor and Media Contact
Agencia Comercial Spirits Ltd
No. 23-1, Shenzun Rd., Shengang Dist., Taichung City 429014, Taiwan (R.O.C.)
Phone: +886-4-2254-0373
Email: Victsai@agcctw.com
