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 October 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
Conditional Land Acquisition for AI Computing Infrastructure in
Indonesia
On October 8, 2026, Agencia Comercial Spirits
Ltd (the “Company”), through an Indonesian subsidiary (the “Subsidiary”), entered into a conditional land sale
and purchase agreement with an unaffiliated third party to acquire approximately seven hectares of land in West Java, Indonesia. Held
under an Indonesian Right to Build (Hak Guna Bangunan, or “HGB”) title, the land is designated for the planned development
of high-performance computing, AI computing infrastructure, and data center facilities alongside the Company’s core whisky business.
The aggregate land purchase consideration and
reimbursement of electricity connection fees are equivalent to approximately US$30 million to US$40 million (denominated in Indonesian
Rupiah and subject to exchange rate movements), payable in stages based on transaction milestones and closing conditions. Execution of
the final land transfer deed is targeted on or before January 31, 2027, subject to mutual agreement.
Completion remains subject to customary and specific
closing conditions, including due diligence, HGB title extensions, electricity and water supply transfers, completion of interconnection
works, and the resolution of an identified land-title matter. The acquisition does not itself establish operational computing capacity
or generate customer revenue, and completion remains subject to financing, title, utility, regulatory, and execution risks.
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”, “intend”, “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 October 14, 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: October 14, 2026 |
By: |
/s/ Tsai Yi Yang |
| |
Name: |
Tsai Yi Yang |
| |
Title: |
Director and Chief Executive Officer |
Exhibit 99.1
Agencia Comercial Spirits Ltd Announces Conditional
Land Acquisition for AI Computing Infrastructure in Indonesia
TAICHUNG, Taiwan, Oct. 14, 2026 (GLOBE NEWSWIRE) — Agencia
Comercial Spirits Ltd (the “Company”) today announced that on October 8, 2026, its Indonesian subsidiary (the “Subsidiary”)
entered into a conditional land sale and purchase agreement (the “Agreement”) with an unaffiliated third-party Indonesian
seller (the “Seller”) to acquire approximately seven hectares of land in West Java, Indonesia (the “Land”). The
Land is held under Indonesian Right to Build (Hak Guna Bangunan, or “HGB”) title and is intended to support the Company’s
planned development of high-performance computing and AI computing infrastructure and data center facilities.
The aggregate land purchase consideration and
reimbursement of electricity connection fees are equivalent to approximately US$30 million to US$40 million, excluding additional interconnection
works, applicable taxes and transaction fees payable by the Subsidiary. The contractual amounts are denominated in Indonesian rupiah;
the U.S. dollar range is indicative and subject to exchange rate movements.
The land consideration is payable in stages following
execution of the Agreement, transfer of the electricity connection into the Subsidiary’s name and closing. Electricity connection
fees are reimbursable separately as the Seller pays them, and reimbursement is not conditional on completion of that transfer.
Execution of the land transfer deed is contemplated
by January 31, 2027, or such other date as the parties may agree. Completion remains subject to the Agreement’s conditions, including
extensions of HGB title, due diligence, transfer of electricity and water supply arrangements, completion of interconnection works and
delivery of unencumbered title, including resolution of an identified land-title matter. Satisfaction, waiver or extension of these conditions
is governed by the Agreement.
The acquisition forms part of the Company’s
planned AI computing infrastructure development alongside its established whisky business. It does not itself establish operational computing
capacity or generate customer revenue. Completion and subsequent development remain subject to financing, title, utility, regulatory and
execution risks. In certain purchaser default or withdrawal circumstances, consideration due or paid may be forfeited. Refunds are subject
to the Agreement’s conditions and permitted deductions or set-offs, and recovery of all transaction costs is not assured.
About Agencia Comercial Spirits Ltd
Agencia Comercial Spirits Ltd is a Nasdaq-listed
company with two principal business focuses: (i) its established premium whisky operations; and (ii) the development of AI computing infrastructure
and cloud-based computing services. These two lines of business represent the Company’s primary operational pillars, with the Company
dedicating substantial resources to the development and scaling of its AI computing infrastructure business. The Company’s whisky
operations include 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, in Taiwan and select international markets.
Since early 2026, the Company has launched and
been developing its AI Computing Infrastructure Initiative through subsidiaries in Singapore, Indonesia and other jurisdictions. This
initiative represents a principal business focus, backed by substantive contractual arrangements for commercial AI computing cloud services
and the development of supporting data center, power, network and technical infrastructure. The Company’s historical operating revenue
has been derived from its whisky operations, and the AI computing business remains in development and deployment and is subject to significant
business, financing, construction, technology, regulatory, customer demand and execution risks.
Forward-Looking Statements
This report contains forward-looking statements
within the meaning of the U.S. federal securities laws. These include statements concerning the timing and completion of the land acquisition;
satisfaction or waiver of closing conditions; HGB title extensions and transfer, resolution of land-title matters, utility transfers and
interconnection works; and the Company’s intended development and operation of high-performance computing and AI computing infrastructure
and data center facilities. Words such as “may,” “expect,” “intend,” “plan,” “anticipate,”
“believe,” “could” and similar expressions may identify forward-looking statements, although not all such statements
contain these words.
These statements are based on management’s
current expectations and assumptions and are subject to risks and uncertainties that could cause actual results to differ materially.
These include the risk that closing conditions may not be satisfied or waived, title matters may not be resolved, HGB extensions or required
approvals and registrations may not be obtained, utility transfers or interconnection works may be delayed, or counterparties may fail
to perform. Funding may not be available when required or on acceptable terms, and taxes, transaction expenses, construction costs and
foreign exchange movements may increase expenditure. The acquisition or subsequent development may be delayed, modified or terminated,
and amounts paid or payable may be forfeited or may not be fully recoverable under the Agreement.
Subsequent development is also subject to construction,
equipment availability, technology, regulatory, operational and customer demand risks. Significant expenditure may be incurred before
any corresponding revenue is generated, and neither signing nor completion of the Agreement assures successful development, operational
computing capacity, customer utilization, revenue, profitability or positive cash flow. These risks could adversely affect the Company’s
business, liquidity and financial condition.
Further risks and uncertainties are described
in the Company’s reports and other filings with the U.S. Securities and Exchange Commission. Forward-looking statements speak only
as of the date of this report, and readers should not place undue reliance on them. The Company undertakes no obligation to update or
revise any forward-looking statement, 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
