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
Long Term AI Computing Capacity Arrangement
On October 16, 2026, Agencia Comercial Spirits
Ltd (the “Company”), through its wholly-owned subsidiary, AGCC Singapore Pte. Ltd. (“AGCC Singapore”), entered
into a long-term agreement (the “Agreement”) with a Singapore-based provider of AI computing resources (the “Provider”)
to secure access to AI computing resources in Indonesia. The Agreement follows the previously disclosed preliminary arrangement announced
on July 17, 2026 and provides for phased deployment of the contracted capacity, with a five-year term commencing upon delivery and acceptance
of each batch.
Based on the current pricing schedule and assuming
all contemplated capacity is confirmed, delivered and accepted, aggregate contractual charges over the full term would be approximately
US$300 million to US$400 million, excluding applicable taxes and additional infrastructure and operating costs. Part of the contemplated
capacity is subject to subsequent written confirmation by AGCC Singapore. Prices for the fourth and fifth years may be renegotiated, with
the scheduled prices continuing if no new prices are agreed. Actual expenditure will depend on the capacity confirmed, delivery and acceptance,
and the Agreement’s terms.
The Agreement provides for staged advance payments,
with a contractual aggregate ceiling for advance payments within the range of US$150 million to US$160 million. This ceiling is not the
total contract value. The actual amounts are specified in delivery notifications signed by both parties; each notified amount becomes
unconditionally payable within 14 days after both parties sign the notification. Advance payments actually paid are credited against monthly
contractual charges in 60 equal monthly instalments from the first monthly invoice for the relevant capacity. The Agreement also provides
for the carry-forward of an existing deposit and a Company guarantee of AGCC Singapore’s payment obligations.
The Company and its subsidiaries (the “Group”)
are responsible for colocation, electricity, networking and operation and maintenance costs. Title to the underlying hardware remains
with the Provider on normal expiry. Payment obligations for accepted capacity are not contingent on customer utilisation or receipts.
Early termination is restricted and may require substantial termination compensation. Electing not to proceed with additional capacity
may also require payment of procurement, cancellation and financing costs and, in specified circumstances, taking over assets already
procured for the arrangement at cost. Refunds are subject to contractual set-off and, in specified circumstances, may include non-cash
asset transfers.
The Agreement creates a long-term commitment to
secure AI computing capacity and does not itself generate customer revenue. Deployment remains subject to the agreed delivery and acceptance
procedures, availability of the underlying resources, funding, facility readiness and applicable regulatory requirements. Successful deployment,
customer utilisation, revenue, profitability and positive cash flow are not assured.
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 16, 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 16, 2026 |
By: |
/s/ Tsai Yi Yang |
| |
Name: |
Tsai Yi Yang |
| |
Title: |
Director and Chief Executive Officer |
Exhibit
99.1
Agencia
Comercial Spirits Ltd Announces Long-Term AI Computing Capacity Arrangement
TAICHUNG,
Taiwan, Oct. 16, 2026 (GLOBE NEWSWIRE) -- Agencia Comercial Spirits Ltd (the “Company”) today announced that on October
16, 2026, its wholly-owned subsidiary, AGCC Singapore Pte. Ltd. (“AGCC Singapore”), entered into a long-term agreement
(the “Agreement”) with a Singapore-based provider of AI computing resources (the “Provider”) to secure
access to AI computing resources in Indonesia. The Agreement follows the previously disclosed preliminary arrangement announced on
July 17, 2026 and provides for phased deployment of the contracted capacity, with a five-year term commencing upon delivery and
acceptance of each batch.
Based
on the current pricing schedule and assuming all contemplated capacity is confirmed, delivered and accepted, aggregate contractual charges
over the full term would be approximately US$300 million to US$400 million, excluding applicable taxes and additional infrastructure
and operating costs. Part of the contemplated capacity is subject to subsequent written confirmation by AGCC Singapore. Prices for the
fourth and fifth years may be renegotiated, with the scheduled prices continuing if no new prices are agreed. Actual expenditure will
depend on the capacity confirmed, delivery and acceptance, and the Agreement’s terms.
The
Agreement provides for staged advance payments, with a contractual aggregate ceiling for advance payments within the range of US$150
million to US$160 million. This ceiling is not the total contract value. The actual amounts are specified in delivery notifications signed
by both parties; each notified amount becomes unconditionally payable within 14 days after both parties sign the notification. Advance
payments actually paid are credited against monthly contractual charges in 60 equal monthly instalments from the first monthly invoice
for the relevant capacity. The Agreement also provides for the carry-forward of an existing deposit and a Company guarantee of AGCC Singapore’s
payment obligations.
The
Company and its subsidiaries (the “Group”) are responsible for colocation, electricity, networking and operation and maintenance
costs. Title to the underlying hardware remains with the Provider on normal expiry. Payment obligations for accepted capacity are not
contingent on customer utilisation or receipts. Early termination is restricted and may require substantial termination compensation.
Electing not to proceed with additional capacity may also require payment of procurement, cancellation and financing costs and, in specified
circumstances, taking over assets already procured for the arrangement at cost. Refunds are subject to contractual set-off and, in specified
circumstances, may include non-cash asset transfers.
The
Agreement creates a long-term commitment to secure AI computing capacity and does not itself generate customer revenue. Deployment remains
subject to the agreed delivery and acceptance procedures, availability of the underlying resources, funding, facility readiness and applicable
regulatory requirements. Successful deployment, customer utilisation, revenue, profitability and positive cash flow are 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
press release contains forward-looking statements within the meaning of the U.S. federal securities laws. These include statements concerning
the availability, delivery and acceptance of computing capacity; commitments for additional capacity; the commencement and duration of
capacity access; future payments, expenditure and pricing; and the Company’s intended development and operation of its AI computing
and cloud services business. 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. Deployment, acceptance and facility readiness may be delayed, and the underlying resources
may be unavailable when required; funding may not be available when required or on acceptable terms; and counterparties may fail to perform.
Export controls, sanctions, licensing requirements, restrictions on end users or remote access, data-protection requirements and other
regulatory developments may delay, restrict, suspend or prevent performance. Additional risks include operating costs, operational interruptions,
cybersecurity incidents, technological obsolescence, competition and insufficient customer demand. The Group may incur substantial payment
and guarantee obligations before or without corresponding customer receipts. Termination costs, limits on remedies, priority rights of
financiers of the underlying assets and refunds through non-cash asset transfers may adversely affect liquidity and the recovery of advances.
These matters could materially adversely affect the Company’s business, financial condition and results of operations.
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 press release, 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
