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 February 2026
Commission
File Number 001-42892
Agencia
Comercial Spirits Ltd
(Registrant’s
Name)
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 Form 6-K Report
Entry
Into Nonbinding Letters of Intent
On
January 15, 2026, Agencia Comercial Spirits Ltd (the “Registrant”) entered into a non-binding letter of intent with Ricloud
AI Inc. outlining preliminary terms for a proposed lease arrangement involving high-performance AI computing servers based on the NVIDIA
B300 platform (Blackwell architecture). The letter of intent contemplates an estimated total contract value of USD 120.0 million and
an estimated quantity of approximately 300 units, subject to final configuration, availability, and commercial confirmation. It also
provides for a USD 3.5 million deposit, payable within five business days following execution, which is refundable if a definitive lease
agreement is not executed for reasons other than a material breach by either party.
The
Registrant has also entered into a separate non-binding letter of intent with an Indonesia-based counterparty in connection with a proposed
land transaction intended to support the development of an AI computing infrastructure and data center site in Indonesia. The letter
of intent contemplates a land parcel of approximately 50,000 square meters, to be acquired by the Registrant or through an Indonesian
affiliate to be established. It includes (i) an initial USD 180,000 booking deposit for the temporary reservation of the aforesaid land
and (ii) a subsequent booking fee of IDR 3,000,000,000 plus VAT (11%), each stated to be non-refundable in the event of cancellation,
subject to the terms and conditions set forth therein.
Each
letter of intent reflects preliminary terms only and is generally non-binding with respect to the consummation of any definitive transaction.
There can be no assurance that the parties will execute definitive agreements, or that any contemplated transaction will be completed
on the terms described, or at all.
Issuance
of Press Release
On
February 13, 2026, the Registrant issued a press release announcing its entry into the non-binding letters of intent and describing the
principal terms and conditions set forth therein. A copy of the press release is attached hereto as Exhibit 99.1.
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 February 13, 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: February 13, 2026 |
By: |
/s/ Tsai
Yi Yang |
| |
Name: |
Tsai Yi Yang |
| |
Title: |
Director and Chief Executive Officer |
Exhibit
99.1
Agencia
Comercial Spirits Ltd Announces Entry Into Nonbinding Letters of Intent to Evaluate AI Computing Infrastructure and Data Center Opportunities
Taichung City, Taiwan (R.O.C.), Feb. 13, 2026 (GLOBE NEWSWIRE) — Agencia Comercial Spirits Ltd (NASDAQ: AGCC) (the “Company” or “Agencia”),
a Taiwan based importer and distributor of whisky products, announced today that it has entered into two separate nonbinding letters
of intent as part of the Company’s evaluation of potential diversification into AI computing infrastructure and data center related
opportunities, in addition to its existing whisky business.
Proposed
AI Server Lease Framework with Ricloud (Nonbinding Letter of Intent)
On
January 15, 2026, the Company entered into a letter of intent with Ricloud AI Inc. setting out preliminary terms under which the Company
is evaluating a proposed lease arrangement involving high performance AI computing servers based on the NVIDIA B300 platform (Blackwell
architecture). The letter of intent contemplates an estimated total contract value of USD 120.0 million and an estimated quantity of
approximately 300 units, subject to final configuration, availability and commercial confirmation.
The
letter of intent provides for a USD 3.5 million deposit to be paid within five business days following execution. The letter of intent
further provides that the deposit is refundable if a definitive lease agreement is not executed for reasons not attributable to a material
breach by either party.
Based
on the Company’s review of an extract of the NVIDIA Marketplace enterprise partner directory as of February 3, 2026, Ricloud AI
Inc. is listed as a Cloud Partner, with “Preferred” focus areas including Compute, Networking, and NVIDIA Enterprise Software.
The Company has not received any confirmation from NVIDIA regarding Ricloud’s supply capacity, delivery capability, or the availability
of NVIDIA B300 platforms. Inclusion in the NVIDIA Marketplace enterprise partner directory does not constitute a guarantee, certification,
or endorsement by NVIDIA of any transaction, and does not represent any assurance of supply capacity or delivery commitment.
The
letter of intent reflects preliminary terms only and, with respect to the consummation of any definitive transaction, is generally nonbinding.
There can be no assurance that the parties will execute a definitive agreement, or that any contemplated transaction will be completed
on the terms described, or at all.
Proposed
Indonesia Data Center Site (Nonbinding Letter of Intent)
The
Company has also entered into a separate nonbinding letter of intent with an Indonesia based counterparty in relation to a proposed land
transaction intended to support the development of an AI computing infrastructure and data center site in Indonesia. The letter of intent
contemplates a land parcel of approximately 50,000 square meters. The transaction is contemplated to be undertaken by the Company or
through an Indonesian affiliate to be established.
The
letter of intent includes (i) an initial USD 180,000 booking deposit for the temporary reservation of the aforesaid land and (ii) a subsequent
booking fee of IDR 3,000,000,000 plus VAT (11%), each stated to be nonrefundable in case of cancellation, subject to the terms and conditions
set out in the letter of intent.
This
letter of intent reflects preliminary terms only and is generally nonbinding with respect to the consummation of any definitive transaction.
There can be no assurance that definitive agreements will be executed or that any contemplated transaction will be completed on the terms
described, or at all.
Strategic
Rationale and Next Steps
The
Company is evaluating these initiatives as part of a broader review of strategic opportunities outside its core whisky business. Any
entry into AI computing infrastructure and/or data center-related activities will be subject to further evaluation, due diligence, definitive
documentation, available financing and liquidity considerations, applicable regulatory considerations, and internal corporate approvals.
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: (i) procurement and distribution of bottled whisky;
(ii) procurement and distribution of raw cask whisky; and (iii) cask-to-bottle and distribution services, including brand-authorized
bottling, packaging, and sales. The proposed AI infrastructure initiatives described in this press release represent a potential departure
from the Company’s historical line of business and are subject to significant risks and uncertainties.
Forward
Looking Statements
This
press release contains forward looking statements, including statements regarding the Company’s evaluation of new business initiatives,
the negotiation and execution of definitive agreements, and the anticipated scope, timing and completion of any contemplated transactions.
These statements are subject to risks and uncertainties that could cause actual results to differ materially, including but not limited
to: the risk that definitive agreements are not executed; required regulatory or corporate approvals are not obtained; financing is not
available on acceptable terms, or at all; the counterparties are unable to perform; the NVIDIA B300 platform or other necessary technology
is not available; and market, regulatory, operational, or other factors adversely affect the Company’s plans. The Company undertakes
no obligation to update any forward-looking statement, except as required by law.
Investor
and Media Contact
Agencia
Comercial Spirits Ltd
No.
65, Ln. 114, Xishi Rd., Xi’an Vil., Fengyuan Dist. Taichung City 42061, Taiwan (R.O.C.)
Phone: + 886-4-22540373
Email:
Victsai@agcctw.com
