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: 001-42378
Li
Bang International Corporation Inc.
(Exact
Name of Registrant as Specified in its Charter)
No.
190 Xizhang Road, Gushan Town,
Jiangyin
City, Jiangsu Province
People’s
Republic of China
+86
0510-81630030
(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 ☐
Share
Consolidation
On
March 24, 2026, Li Bang International Corporation Inc. (the “Company”) issued a press release announcing the 1-for-100 share
consolidation of the class A ordinary shares (the “Class A Ordinary Shares”) and class B ordinary shares of the Company (the
“Class B Ordinary Shares,” together with the Class A Ordinary Shares, the “Ordinary Shares”) of par value US$0.0001
each (the “Share Consolidation”).
Beginning
with the opening of trading on March 27, 2026, the Class A Ordinary Shares have begun trading on a post-Share Consolidation basis on
the Nasdaq Capital Market under the same symbol “LBGJ” but under a new CUSIP number of G5480M110. The objective of the Share
Consolidation is to enable the Company to regain compliance with Nasdaq Marketplace Rule 5550(a)(2) and maintain its listing on the Nasdaq
Capital Market.
Upon
the effectiveness of the Share Consolidation on March 27, 2026, every 100 issued and outstanding Ordinary Shares of par value of US$0.0001
each are automatically consolidated into 1 issued and outstanding Ordinary Share of par value of US$0.01 each. No fractional shares will
be issued as a result of the Share Consolidation. Instead, any fractional shares that would have resulted from the Share Consolidation
will be rounded up to the next whole number. The Share Consolidation affects all shareholders uniformly and will not alter any shareholders’
percentage in the Company’s outstanding Ordinary Shares, except for adjustments that may result from the treatment of fractional
shares.
The
Share Consolidation was approved pursuant to special resolutions of the Company passed on the Company’s annual general meeting
of the shareholders held on December 30, 2025, and effected by the board of directors of the Company through unanimous written resolutions
dated March 5, 2026.
A
copy of the press release dated March 24, 2026 is included as Exhibit 99.1 to this report. The complete text of the Amended and Restated
Memorandum and Articles of Association that reflects the Share Consolidation is filed herewith as Exhibit 3.1.
Incorporation
By Reference
This
current report on Form 6-K is hereby incorporated by reference into the registration statement of Li Bang International Corporation Inc.
on Form F-3 (File No. 333-291772), to be a part thereof from the date on which this current report on Form 6-K is submitted and to the
extent not superseded by documents or reports subsequently filed or furnished.
Exhibit
Index
| Exhibit
No. |
|
Description |
| 3.1 |
|
Amended and Restated Memorandum and Articles of Association |
| 99.1 |
|
Press Release: Li Bang International Announces 1-for-100 Reverse Share Split |
SIGNATURES
Pursuant
to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
| |
Li
Bang International Corporation Inc. |
| |
|
|
| Date:
March 31, 2026 |
By: |
/s/
Feng Huang |
| |
|
Feng
Huang |
| |
|
Chief
Executive Officer |
Exhibit
99.1
Li
Bang International Announces 1-for-100 Reverse Share Split
JIANGYIN,
China, Mar. 24, 2026 — Li Bang International Corporation Inc. (“Li Bang International”) and its subsidiaries (collectively,
the “Company,” “we,” “us,” “our company,” or “Li Bang”) (Nasdaq: LBGJ), a
company engaged in designing, developing, producing, and selling stainless steel commercial kitchen equipment in China, today announced
that it intends to effect a reverse share split of its ordinary shares on a 1-for-100 basis (the “Reverse Share Split”).
The Company’s Class A ordinary shares will begin trading on a post-split basis when the market opens on March 27, 2026. The Company’s
Class A ordinary shares will continue to trade on the Nasdaq Capital Market under the symbol “LBGJ” with a new CUSIP number
G5480M110.
The
Reverse Share Split has been approved by the Company’s shareholders and the Company’s board of directors, and is being effectuated
primarily to regain compliance with Nasdaq Marketplace Rule 5550(a)(2) relating to the maintenance of the minimum bid price per share
of the Company’s Class A ordinary shares.
Prior
to the Reverse Share Split, there are currently 180,401,932 Class A ordinary shares issued and outstanding. Upon the effectiveness of
the Reverse Share Split, every one hundred shares of par value of USD0.0001 each of the Company’s issued and outstanding Class
A ordinary shares and Class B ordinary shares as of the effective date will automatically be combined into one Class A ordinary share
of par value of USD0.01 each of the Company and one Class B ordinary share of par value of USD0.01 each of the Company, respectively.
Any fractional shares that would have otherwise resulted from the Reverse Share Split will be rounded up to the next whole number and
no fractional shares will be issued. The Reverse Share Split affects all shareholders uniformly and will not alter any shareholder’s
percentage interest in the Company’s outstanding ordinary shares, except for adjustments that may result from the rounding up of
fractional shares.
About
Li Bang International Corporation Inc.
Li
Bang International Corporation Inc. specializes in the development, production, and sale of stainless-steel commercial kitchen equipment
under its own “Li Bang” brand in China. In addition to its product offerings, the Company provides comprehensive services
from early-stage design of commercial kitchen appliances to equipment installation and after-sales maintenance. Committed to innovation
and high-quality, the Company uses modern production facilities and mature procedures and strives to become a first-class commercial
kitchen appliance manufacturer in China. The Company’s long-term vision is to establish itself as a household name, synonymous
with the products it manufactures. For more information, please visit the company’s website at https://ir.libangco.cn.
Forward
Looking Statements
Certain
statements in this announcement constitute “forward-looking” statements pursuant to the “safe harbor” provisions
of the U.S. Private Securities Litigation Reform Act of 1995. 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 these forward-looking statements
by words or phrases such as “may”, “could”, “will”, “should”, “would”, “expect”,
“plan”, “intend”, “anticipate”, “believe”, “estimate”, “predict”,
“potential”, “project” or “continue” or the negative of these terms or other comparable terminology.
The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent 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,
and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to
review other factors that may affect its future results in the Company’s financial results filings with the U.S. Securities and
Exchange Commission.
CONTACTS
Li
Bang International Corporation Inc.
Investor
Relations Department
Email:
guanli@libangco.cn
WFS
Investor Relations
Email:
services@wealthfsllc.com
Phone:
+1 628 283 9214
