INLIF (INLF) launches $100M at-the-market Class A share offering

Rhea-AI Filing Summary

INLIF Limited entered a sales agreement for an at-the-market offering of up to $100,000,000 of its Class A ordinary shares through AC Sunshine Securities LLC as sales agent. The shares will be sold from time to time under the company’s effective Form F-3 shelf registration and a related prospectus supplement. INLIF is not required to sell any shares, and the agent is not obligated to buy shares as principal. The company will pay a 3.0% commission on gross proceeds from each sale and reimburse up to $80,000 of specified expenses.

Form 6-K: How Foreign Companies Report to the SEC →

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: 001-42456

INLIF LIMITED

No. 88, Hongsi Road
Yangxi New Area, Honglai Town
Nan’an City, Quanzhou
The People’s Republic of China

(Address of principal executive offices)

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

Entry into Sales Agreement for “At The Market” Offering

On March 12, 2026, INLIF Limited, an exempted company incorporated under the laws of the Cayman Islands (the “Company”) entered into a sales agreement (the “Sales Agreement”) with AC Sunshine Securities LLC (the “Sales Agent”), acting as the Company’s sales agent, pursuant to which the Company may offer and sell, from time to time, to or through the Sales Agent, shares of its Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”) having an aggregate offering price of up to One Hundred Million Dollars ($100,000,000) (the “Offered Securities”).

Under the Sales Agreement, the Offered Securities will be offered and sold pursuant to a base prospectus, dated January 5, 2026 and a prospectus supplement, dated March 13, 2026, that forms a part of the Company’s shelf registration statement on Form F-3, as amended (File No. 333-292580) (the “Registration Statement”), which Registration Statement was declared effective by the Securities and Exchange Commission on January 12, 2026.

The Company is not obliged to sell any Offered Securities under the Sales Agreement, and the Sales Agent is not under any obligation to purchase any Offered Securities on a principal basis pursuant to the Agreement, except as otherwise agreed by the Sales Agent and the Company in writing pursuant to a separate agreement setting forth the terms of such sale. Subject to the terms and conditions of the Sales Agreement, the Sales Agent will use commercially reasonable efforts consistent with its normal trading and sales practices to sell Offered Securities from time to time based upon the Company’s instructions, including any price, time or size limits specified by the Company. Upon delivery of a sales notice, and subject to the Company’s instructions in that notice, and the terms and conditions of the Sales Agreement generally, the Sales Agent may sell Offered Securities by any method permitted by law that is deemed to be an “at the market offering” as defined by Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended (the “Securities Act”).

The Company will pay the Sales Agent a commission of three percent (3.0%) of the aggregate gross proceeds from each sale of the Offered Securities and has agreed to provide the Sales Agent with customary indemnification and contribution rights. The Company has also agreed to reimburse the Sales Agent for certain specified expenses of up to $80,000 in the aggregate.

The foregoing summary of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Sales Agreement, a copy of which is attached as an exhibit to this Form 6-K and incorporated by reference herein. A copy of the opinion of Ogier, as Cayman Islands counsel to the Company, regarding the legality of the issuance and allotment of the Class A Ordinary Shares underlying the Offered Securities under the Sales Agreement is attached hereto as Exhibit 5.1 and is incorporated by reference herein.

This Form 6-K shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of Offered Securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Incorporation By Reference

This report on Form 6-K (“Report”) shall be deemed to be incorporated by reference into: (i) the Registration Statement; (iii) the registration statement on Form S-8 (File No. 333-289640) of the Company, which was filed with the U.S. Securities and Exchange Commission on August 15, 2025 (collectively with the Registration Statement, and as amended from time to time, the “Registration Statements”), and into each prospectus or prospectus supplement outstanding under the Registration Statements, to the extent not superseded by documents or reports subsequently filed or furnished by the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

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EXHIBIT INDEX

Exhibit No.		Description
1.1		Sales Agreement, dated March 12, 2026, by and between INLIF Limited and AC Sunshine Securities LLC
5.1		Opinion of Ogier regarding the validity of the securities being offered and certain Cayman Islands legal matters
23.1		Consent of Ogier (included in Exhibit 5.1)

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SIGNATURE

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.

Dated: March 13, 2026

INLIF LIMITED
By:	/s/ Rongjun Xu
Name:	Rongjun Xu
Title:	Chief Executive Officer

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FAQ

What did INLF announce in this March 2026 Form 6-K?

INLIF Limited entered a sales agreement for an at-the-market offering of up to $100,000,000 of Class A ordinary shares, to be sold through AC Sunshine Securities LLC under its effective Form F-3 shelf registration.

How large is INLIF Limited's at-the-market offering program?

The sales agreement allows INLIF Limited to offer and sell Class A ordinary shares with an aggregate offering price of up to $100,000,000. Shares may be issued and sold from time to time at the company’s discretion.

Who is acting as sales agent for INLF's at-the-market offering?

AC Sunshine Securities LLC will act as sales agent for INLIF Limited. It will use commercially reasonable efforts to sell the Class A ordinary shares based on the company’s instructions, but has no obligation to purchase shares as principal.

What fees will INLF pay under the at-the-market sales agreement?

INLIF Limited will pay the sales agent a 3.0% commission on the aggregate gross proceeds from each sale of shares. The company also agreed to reimburse specified expenses of the agent up to $80,000 in total.

Under which registration statements will INLF’s ATM shares be sold?

The offered Class A ordinary shares will be sold under a base prospectus and March 13, 2026 prospectus supplement forming part of INLIF Limited’s Form F-3 shelf registration, and this report is also incorporated into its Form S-8 registration statement.

Is INLIF Limited required to sell shares under this at-the-market program?

No. INLIF Limited is not obligated to sell any shares under the sales agreement. The sales agent also has no obligation to purchase shares on a principal basis, except where separately agreed in writing for a specific transaction.

Filing Exhibits & Attachments

2 documents

Other Documents

• EX-1.1 SALES AGREEMENT, DATED MARCH 12, 2026, BY AND BETWEEN INLIF LIMITED AND AC SUNSH 244.3 KB
• EX-5.1 OPINION OF OGIER REGARDING THE VALIDITY OF THE SECURITIES BEING OFFERED AND CERT 52.3 KB