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 March 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 REPORT ON FORM
6-K
The information disclosed under this Form 6-K
is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended,
nor shall it be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as
amended, except as expressly set forth in such filing.
Change
of Principal Office
On December 19, 2025, Agencia Comercial Spirits Ltd (the “Company”) moved its principal executive
office to No. 23-1, Shenzun Rd., Shengang Dist., Taichung City 429014, Taiwan (R.O.C.).
Resignation of Director
On February 25, 2026, Mr.
WONG Man Ue, Nick (“Mr. Nick Wong”) tendered his resignation as an executive director and chief financial officer of
the Company, effective February 28, 2026. Mr. Nick Wong’s resignation was not
a result of any disagreement with the Company’s operation, policies or procedures.
On March 5, 2026, Mr. Patrick
Man Shun WONG (“Mr. Patrick Wong”) tendered his resignation as an independent director of the Company, effective March
5, 2026. Mr. Patrick Wong also stepped down from his positions as Chairperson of the Audit Committee, member of the Compensation Committee,
and member of the Nominating and Corporate Governance Committee. Mr. Patrick Wong’s resignation was not a result of any disagreement
with the Company’s operation, policies or procedures.
The board of directors (the
“Board”) of the Company would like to express its sincere gratitude to Mr. Nick Wong and Mr. Patrick Wong for their
contributions to the Company during their tenures of office.
Appointment of Directors and Change in Composition
of Board Committees
The board of directors (the
“Board”) of the Company announces the following appointments and changes to the composition of the Board committees:
| |
(1) |
Mr. LIU Shihao (“Mr. Liu”) has been appointed as an executive director and chief financial officer, effective from March 1, 2026; and |
| |
|
|
| |
(2) |
Mr. LI Cheuk Hang (“Mr. Li”) has been appointed as an independent non-executive director, effective from March 5, 2026. |
After the changes described
above,
| |
● |
the Board will consist of seven (7) directors, including three (3) executive directors, namely Mr. Tsai Yi Yang, Mr. Li Qiang, and Mr. Liu and four (4) independent directors, namely Mr. Tian Yiding, Mr. John Robert Fiore, Mr. Li, and Ms. Lee Su-Jung; |
| |
|
|
| |
● |
the audit committee consists of Mr. Tian Yiding, Mr. John Robert Fiore, Mr. Li, and Ms. Lee Su-Jung with Mr. Li serving as the chairperson of the audit committee; |
| |
● |
the compensation committee consists of Mr. Tian Yiding, Mr. John Robert Fiore, Mr. Li, and Ms. Lee Su-Jung with Ms. Lee Su-Jung serving as the chairperson of the compensation committee; and |
| |
|
|
| |
● |
the nominating and corporate governance committee consists of Mr. Tian Yiding, Mr. John Robert Fiore, Mr. Li, and Ms. Lee Su-Jung with Mr. John Robert Fiore serving as the chairperson of the nominating and corporate governance committee. |
Set forth below is certain
biographical information regarding the background and experience of Mr. Liu and Mr. Li:
Mr. LIU Shihao, age 31, has
extensive experience in financial leadership and executive management across multiple industries. Prior to his appointment as executive
director and chief financial officer of the Company, he served as Executive Director at Cornerstone Financial Holdings Limited, a company
listed on The Stock Exchange of Hong Kong, from September 2023 to February 2026. Previously, he served as Chief Financial Officer at Hong
Kong Mars Culture Media Limited from July 2023 to July 2025, Executive Director at Windmill Group Limited, a company listed on The Stock
Exchange of Hong Kong, from November 2021 to July 2023, and Executive Director at DeTai New Energy Group Limited, a company listed on
The Stock Exchange of Hong Kong, from August 2021 to March 2022. Mr. Liu obtained his bachelor’s degree in mechatronic engineering
from Chongqing University in the People’s Republic of China, and his Master’s degree in Finance from City University of Hong
Kong.
Mr. Li Cheuk Hang, aged 36, is a member of the Hong Kong Institute
of Certified Public Accountants and holds a Bachelor of Business Administration (Honours) in Accountancy from City University of Hong
Kong. Mr. Li has substantial experience in accounting, auditing, financial management and corporate compliance. Since August 2017, Mr.
Li has served as Financial Controller of HKUE Limited, where he has overseen a broad range of finance and corporate functions, including
financial reporting, budgeting, treasury management, internal control systems, regulatory compliance and strategic corporate matters.
In this role, he has developed substantial experience in financial oversight, operational discipline and corporate governance, which are
particularly relevant to growth-oriented businesses. Prior to that, Mr. Li served as Financial Controller of Tophit Limited from January
2016 to July 2017. From 2011 to 2016, Mr. Li worked at Ernst & Young and BDO Limited between 2011 and 2016, gaining extensive audit
and assurance experience across listed companies, private enterprises and multinational corporations in various sectors. He has also contributed
to listing-related assignments and has developed notable familiarity with financial reporting standards and regulatory compliance matters,
including exposure to U.S. GAAP and U.S. regulatory requirements.
The Board has determined
that Mr. Li qualifies as an independent director under the applicable rules and regulations of the SEC and NASDAQ Rule 5605(a)(2), based
on an evaluation of the relationships between the Company and Mr. Li.
There are no family relationships
among the directors or executive officers of the Company.
There is no arrangement or
understanding between Mr. Liu and Mr. Li, and any other person pursuant to which they were selected as directors or executive officers
of the Company.
There are no transactions
in which Mr. Liu and Mr. Li, or their immediate family members have an interest requiring disclosure under Item 404(a) of Regulation S-K.
The Board believes Mr. Liu
and Mr. Li will bring broad management experience to the Company and would like to take this opportunity to welcome Mr. Liu and Mr. Li
on joining the Board.
Issuance of Press Release
On March 16, 2026, the Company
issued a press release announcing the foregoing appointment of directors and change in composition of Board committees.
EXHIBIT INDEX
The following exhibits are being filed herewith:
| Exhibit No. |
|
Description |
| 99.1 |
|
Press release of the Company dated March 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: March 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 Changes
to the Board of Directors and Senior Management
Taichung City, Taiwan, March 16, 2026
– Agencia Comercial Spirits Ltd (the “Company” or “Agencia”) (NASDAQ: AGCC), a Taiwan-based specialized
importer and distributor of high-quality whiskies in Taiwan and international markets, today announced the following changes to the Board
of Directors and senior management.
Resignation of existing Executive Director
and Chief Financial Officer of the Company
On February 25, 2026, Mr. WONG Man Ue, Nick (“Mr.
Nick Wong”) tendered his resignation as Executive Director and Chief Financial Officer of the Company, effective February 28, 2026.
Mr. Nick Wong confirmed that his decision to resign was for personal reasons and did not arise or result from any disagreement with the
Board or the Company. Mr. Nick Wong further confirmed that he has no claim or potential claim of any kind against the Company, any of
its subsidiaries, or any of the respective directors, officers, employees, or agents. The Company thanks Mr. Nick Wong for his service
and contributions during his tenure and wishes him every success in his future endeavours.
Resignation of existing Independent Director
On March 5, 2026, Mr. Patrick Man Shun WONG (“Mr.
Patrick Wong”) tendered his resignation as an Independent Director of the Company, effective immediately. As a result, he also stepped
down from his positions as Chairperson of the Audit Committee, member of the Compensation Committee, and member of the Nominating and
Corporate Governance Committee. Mr. Patrick Wong confirmed that his decision to resign was for personal reasons and did not arise or result
from any disagreement with the Board or the Company. Mr. Patrick Wong further confirmed that he has no claim or potential claim of any
kind against the Company, any of its subsidiaries, or any of the respective directors, officers, employees, or agents. The Company expresses
its sincere appreciation to Mr. Patrick Wong for his leadership and valuable guidance, including his service as Chairperson of the Audit
Committee, and wishes him all the best in his future endeavours.
Appointment of new Executive Director and Chief
Financial Officer of the Company
To fill in the vacancy created by the resignation
of Mr. Nick Wong as Executive Director and Chief Financial Officer of the Company, on February 25, 2026, the Nominating and Corporate
Governance Committee of the Board recommended, and the Board appointed, Mr. LIU Shihao to serve as the new Executive Director and Chief
Financial Officer of the Company, effective March 1, 2026. The Company welcomes Mr. Liu to the Board and senior management team. The Board
believes that Mr. Liu’s experience in financial leadership and executive management will support the Company’s continued growth,
financial oversight and strategic execution.
Appointment of new Independent Director
To fill in the vacancy arising from Mr. Patrick
Wong’s resignation, on March 5, 2026, the Nominating and Corporate Governance Committee of the Board recommended, and the Board
appointed, Mr. LI Cheuk Hang to serve as the new Independent Director of the Company, and as the Chairperson of the Audit Committee, a
member of the Compensation Committee, and a member of the Nominating and Corporate Governance Committee of the Company, with effect from
March 5, 2026. The Company welcomes Mr. Li to the Board. The Board believes that Mr. Li’s experience and professionalism in financial
leadership and his broad financial insight across multiple industries will enhance the Board’s oversight capabilities and support
the Company’s long-term development.
In addition to its existing whisky business, the
Company is evaluating opportunities to expand its business scope, including potential diversification into AI computing infrastructure
and data center related opportunities. The Company believes the collective experience and professionalism of Mr. Liu and Mr. Li will be
valuable as the Company evaluates and pursues such strategic initiatives, subject to market conditions, internal assessment and applicable
approvals.
About LIU Shihao
Mr. LIU Shihao, age 31, has extensive experience
in financial leadership and executive management across multiple industries. Prior to his appointment as Executive Director and Chief
Financial Officer of the Company, he served as Executive Director at Cornerstone Financial Holdings Limited, a company listed on The Stock
Exchange of Hong Kong, from September 2023 to February 2026. Previously, he served as Chief Financial Officer at Hong Kong Mars Culture
Media Limited from July 2023 to July 2025, Executive Director at Windmill Group Limited, a company listed on The Stock Exchange of Hong
Kong, from November 2021 to July 2023, and Executive Director at DeTai New Energy Group Limited, a company listed on The Stock Exchange
of Hong Kong, from August 2021 to March 2022. Mr. Liu obtained his bachelor’s degree in mechatronic engineering from Chongqing University
in the People’s Republic of China, and his Master’s degree in Finance from City University of Hong Kong.
About LI Cheuk Hang
Mr. Li Cheuk Hang, aged 36, is a member of the
Hong Kong Institute of Certified Public Accountants and holds a Bachelor of Business Administration (Honours) in Accountancy from City
University of Hong Kong. Mr. Li has substantial experience in accounting, auditing, financial management and corporate compliance. Since
August 2017, Mr. Li has served as Financial Controller of HKUE Limited, where he has overseen a broad range of finance and corporate functions,
including financial reporting, budgeting, treasury management, internal control systems, regulatory compliance and strategic corporate
matters. In this role, he has developed substantial experience in financial oversight, operational discipline and corporate governance,
which are particularly relevant to growth-oriented businesses. Prior to that, Mr. Li served as Financial Controller of Tophit Limited
from January 2016 to July 2017. From 2011 to 2016, Mr. Li worked at Ernst & Young and BDO Limited between 2011 and 2016, gaining extensive
audit and assurance experience across listed companies, private enterprises and multinational corporations in various sectors. He has
also contributed to listing-related assignments and has developed notable familiarity with financial reporting standards and regulatory
compliance matters, including exposure to U.S. GAAP and U.S. regulatory requirements.
About Agencia Comercial Spirits Ltd
Agencia Comercial Spirits Ltd is a Taiwan-based
specialized importer and distributor of high-quality whiskies, including both bottled and cask whiskies, in Taiwan and international markets.
The Company is dedicated to delivering a diverse range of high-quality whisky products that cater to the discerning tastes of its customers.
Its product portfolio is designed to meet evolving market demand, leveraging extensive industry experience and strategic collaborations.
The Company primarily operates within the whisky
industry through three distinct business areas: (i) procurement and distribution of bottled whisky, (ii) procurement and distribution
of raw cask whisky, and (iii) cask-to-bottle and distribution business, which involves brand-authorized whisky bottling, packaging and
sales. Each segment plays a vital role in the overall strategy, allowing the Company to address diverse consumer preferences and market
demands.
Forward-Looking Statements
Certain statements in this announcement are forward-looking
statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company’s current
expectations and projections about future events that the Company believes may affect its financial condition, results of operations,
business strategy and financial needs. Investors can identify many (but not all) of these statements by the use of words such as “may,”
“will,” “expect,” “anticipate,” “aim,” “estimate,” “potential,”
“intend,” “plan,” “believe,” “likely to” or other similar expressions in this announcement.
The Company undertakes no obligation to update
or revise publicly any forward-looking statements to reflect subsequently occurring events or circumstances, or changes in its expectations,
except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are
reasonable, it cannot assure you that such expectations will turn out to be correct. The Company cautions investors that actual results
may differ materially from anticipated results and encourages investors to review other factors that may affect its future results in
the Company’s registration statement and other filings with the SEC.
For more information, please contact:
Agencia Comercial Spirits Ltd
No. 23-1, Shenzun Rd., Shengang Dist., Taichung City 429014, Taiwan (R.O.C.)
Phone: +886-4-22540373
Email: Victsai@agcctw.com
