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 November 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 ☐
Entry
into a Material Definitive Agreement
On
November 3, 2026, Jiangsu Libang Intelligent Technology Co., Ltd. (the “Buyer”), a limited liability company
incorporated in the People’s Republic of China and a wholly-owned subsidiary of Li Bang International Corporation Inc., a Cayman
Islands exempted company with limited liability (the “Company”), entered into a Share Purchase Agreement (the “Agreement”)
with respect to the acquisition of the controlling equity interest in Jiangsu Xinsheng Synthetic Materials Co., Ltd., a limited liability
company incorporated in the People’s Republic of China (the “Target Company”). The Target Company is a supplier
of innovative and high-performance chemical raw materials and a provider of professional technical support services for applications
of such chemical raw materials. The parties to the Agreement are the Company, the Buyer, the Target Company and the two individual shareholders
of the Target Company collectively owning 100% equity interest in the Target Company (collectively, the “Sellers”).
Pursuant
to the Agreement, the Buyer agreed to purchase from the Sellers an aggregate of fifty point one percent (50.1%) of the issued and
outstanding equity interest of the Target Company (the “Subject Equity”) for an aggregate purchase price
consisting of (i) 2,000,000 Class A ordinary shares of the Company (the “Consideration Shares”) to be issued by
the Company and (ii) cash consideration in the amount of US$23,000,000, to be paid in three installments. The transactions
contemplated by the Agreement are to be implemented in three successive stages: a first closing (the “First
Closing”), a second closing and a third closing. On the date of the First Closing, which is to occur on or before
the tenth (10th) business day following the signing of the Agreement, the Company is to issue the Consideration Shares and pay the
first installment of the cash consideration of US$3,000,000. The transfer of the Subject Equity and payment of the remaining cash
installments are to occur at the subsequent closings, in each case subject to and in accordance with the terms and conditions of the
Agreement. The Consideration Shares are subject to lock-up restrictions and a performance-based leak-out schedule as set forth in
the Agreement.
The
Company has agreed to a reverse split top-up mechanism intended to preserve the Sellers an aggregate of 2,000,000 Consideration Shares
during a protection period commencing on the date of the First Closing and ending on the third (3rd) anniversary thereof. If, at any
time during that protection period, the Company effects any reverse stock split, share consolidation or other similar combination of
its shares that reduces the aggregate number of Consideration Shares then held by the Sellers, the Company shall issue to the Sellers
such additional shares as are necessary (the “Supplemental Shares”) so that the aggregate number of Consideration
Shares and Supplemental Shares held by the Sellers equals 2,000,000. Any Supplemental Shares issued will be treated as Consideration
Shares for all purposes of the Agreement and will be subject to the same lock-up restrictions and performance-based leak-out schedule.
The
Company anticipates that the First Closing will take place in accordance with the terms of the Agreement.
The
foregoing description of the Agreement does not purport to describe all terms and conditions thereof and is qualified in its entirety
by reference to the Agreement, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
Issuance
of Unregistered Securities
In
connection with the Agreement, and subject to the terms and conditions thereof, the Company will issue an aggregate of 2,000,000 Consideration
Shares to the Sellers at or prior to the First Closing as partial consideration for the Subject Equity. The Consideration Shares will
not be registered under the Securities Act of 1933, as amended (the “Securities Act”), and will be issued in reliance
upon the exemption from registration provided by Regulation S under the Securities Act and/or Section 4(a)(2) of the Securities Act,
on the basis that the issuance does not involve any public offering. The Consideration Shares will be subject to lock-up restrictions
and a performance-based leak-out schedule, and any resale of the Consideration Shares will remain subject to applicable U.S. federal
securities laws, including Regulation S and Rule 144 thereunder, as applicable. The issuance of the Consideration Shares is also subject
to the availability of sufficient authorized but unissued shares and to applicable law and the applicable rules of The Nasdaq Stock Market.
This
current report on Form 6-K shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there
be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Incorporation
By Reference
This
current report on Form 6-K is hereby incorporated by reference into the Company’s registration statement 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 |
| 10.1* |
|
Share
Purchase Agreement, dated November 3, 2026, by and among Li Bang International Corporation Inc., Jiangsu Libang Intelligent
Technology Co., Ltd., a wholly-owned subsidiary of Li Bang International Corporation Inc., Jiangsu Xinsheng Synthetic Materials Co.,
Ltd., and the two shareholders of Jiangsu Xinsheng Synthetic Materials Co., Ltd. |
*
Portions of this exhibit have been omitted in accordance with Item 601(b)(10) of Regulation S-K.
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:
November 3, 2026 |
By: |
/s/
Feng Huang |
| |
|
Feng
Huang |
| |
|
Chief
Executive Officer |
