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 August 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 ☐
Enter
into Certain Material Agreements in Connection with A PIPE Transaction
On
August 13, 2026, Li Bang International Corporation Inc., an exempted company incorporated in the Cayman Islands with limited liability
(the “Company”), entered into a securities purchase agreement (the “Securities Purchase Agreement”)
relating to the issuance and sale of an aggregate of 88,235 shares (the “Purchased Shares”) of the Company’s
Class B ordinary shares, par value US$0.002 per share (“Class B Ordinary Shares”), at a price of $3.40 per share for
an aggregate purchase price of $300,000 (the “PIPE Transaction”), with each of Maple Huang Holdings Limited (an entity
wholly owned and controlled by Feng Huang (“Mr. Huang”), the Company’s chief executive officer and chairman
of the board of directors (the “Board”) of the Company) and Funa Lee Holdings Limited (an entity wholly owned and
controlled by Funa Li (“Ms. Li”), the Company’s director and Mr. Huang’s spouse). A copy of the form of
the Securities Purchase Agreement is attached hereto as Exhibit 10.1.
The
PIPE Transaction involved related parties of the Company, and for such reason the disinterested members of the Board, acting at a duly
convened meeting of the Board and by unanimous vote of the disinterested members present, approved the PIPE Transaction in accordance
with applicable law, the Company’s organizational documents and rules of The Nasdaq Stock Market (“Nasdaq”).
The
Securities Purchase Agreement contains certain representations and warranties by the Company and each purchaser, closing conditions (including
an opinion of the Company’s Cayman Islands counsel confirming that the Company may follow Cayman Islands home country practice
in lieu of the shareholder approval requirements under Nasdaq Listing Rule 5635(b) applicable to change-of-control transactions, the
accuracy of each party’s representations and warranties, and the performance by each party of its obligations thereunder), as well
as termination provisions.
The
foregoing summaries of the Securities Purchase Agreement do not purport to be complete and are subject to, and qualified in their entirety
by, the form of the Securities Purchase Agreement filed as Exhibits 10.1 hereto and incorporated by reference herein.
Unregistered
Sales of Equity Securities.
The
offer and issuance of the Purchased Shares will not be registered under the Securities Act of 1933, as amended (the “Securities
Act”), or any state securities laws. The Purchased Shares were issued in a private placement in reliance upon exemptions from
the registration requirements of the Securities Act provided by Section 4(a)(2) thereof and/or Regulation S promulgated thereunder. The
Purchased Shares issued constitute “restricted securities” within the meaning of Rule 144 under the Securities Act and may
not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the
Securities Act.
The
Class B Ordinary Shares are not listed for trading on Nasdaq or any other national securities exchange, and no public trading market
currently exists for the Class B Ordinary Shares.
Neither
this Report of Foreign Private Issuer on Form 6-K (this “Report”) nor any exhibit attached hereto is an offer to sell
or the solicitation of an offer to buy any securities of the Company.
Closing
of the PIPE Transaction
Closing
of the PIPE Transaction occurred on August 17, 2026, in accordance with the terms and conditions set forth in the Securities Purchase
Agreement. The Company received an aggregate of approximately $300,000 in gross proceeds for the issuance of an aggregate of 88,235
Purchased Shares the purchasers. The Company intends to use the proceeds from the PIPE Transaction for general corporate purposes, including
working capital.
Incorporation
By Reference
This
Report is hereby incorporated by reference into the Company’s registration statement on Form F-3 (File No. 333-291772) (the “Registration
Statement”), and into each prospectus or prospectus supplement outstanding under the Registration Statement, 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.
Exhibit
Index
| Exhibit
No. |
|
Description |
| 10.1 |
|
Form of Securities Purchase Agreement |
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, hereunto duly authorized.
| |
Li
Bang International Corporation Inc. |
| |
|
|
| Date:
August 19, 2026 |
By: |
/s/
Liang Xia |
| |
|
Liang
Xia |
| |
|
Chief
Financial Officer |
