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 July 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 ☐
1-for-200
Share Consolidation
On
August 3, 2026, Li Bang International Corporation Inc., an exempted company incorporated in the Cayman Islands (the “Company”),
effectuated a combination of all of the Company’s authorized and issued Class A ordinary shares and Class B ordinary shares
at a ratio of one-for-two hundred (1-for-200), pursuant to shareholder approval at the Company’s Extraordinary General Meeting
of Shareholders held on April 30, 2026 (the “Meeting”) and approval by the Company’s board of directors (“the
“Board”) by unanimous written resolutions on July 22, 2026.
As
previously reported, the Company’s shareholders approved, at the Meeting, (a) the Board to effectuate to effect a consolidation
of the issued and unissued share capital of the Company at the ratio of one (1)-for-two hundred (200), whereby two hundred (200) ordinary
shares of the Company be consolidated into one (1) ordinary share of the Company (the “Share Consolidation”), with
the exact effective date of the Share Consolidation to be determined by the Board in its sole discretion within two (2) years after the
date of the Meeting; (b) rounding up of any fractional shares resulting from the Share Consolidation to the next whole ordinary share;
(c) adoption of the amended and restated memorandum of association of the Company, in substitution for, and to the exclusion of, the
Company’s existing memorandum of association, to reflect the Share Consolidation; and (d) authorization of any director or officer
of the Company to perform all such acts and execute all such documents, including under seal where applicable, as the Board considers
necessary or desirable to give effect to the Share Consolidation and the transactions contemplated thereunder, including determining
the exact effective date of the Share Consolidation and instructing the registered office provider of the Company to complete the necessary
corporate record(s) and filing(s) to reflect the Share Consolidation.
The
Share Consolidation became effective with The Nasdaq Stock Market LLC (“Nasdaq”) at the open of business on Monday,
August 3, 2026. The Company’s Class A ordinary shares began to trade on Nasdaq on a consolidation-adjusted basis on August 3, 2026,
and continue to trade under the existing symbol “LBGJ.” The new CUSIP number for the Class A ordinary shares following the
Share Consolidation is G5480M128.
Upon
the effectiveness of the Share Consolidation, every two hundred (200) shares of par value of USD0.00001 each of the Company’s issued
and outstanding Class A ordinary shares and Class B ordinary shares as of the effective date were combined into one (1) Class A ordinary
share and one (1) Class B ordinary share, respectively, each with par value of USD0.002. The Company’s authorized share capital
changed, upon effectiveness of the Share Consolidation, to USD35,000 divided into 15,750,000 Class A ordinary shares and 1,750,000 Class
B ordinary shares each with par value of USD0.002. Any fractional shares that would have otherwise resulted from the Share Consolidation
would be rounded up to the next whole ordinary share and no fractional shares would be issued. The Share Consolidation affects all shareholders
uniformly and has not altered 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.
As
of the close of business on Friday, July 31, 2026, the Company had 119,643,455 Class A ordinary shares and 154,360 Class B ordinary shares
issued and outstanding. Immediately upon the effectiveness of the Share Consolidation, these shares were consolidated into approximately
598,218 Class A ordinary shares and 772 Class B ordinary shares issued and outstanding on a post-consolidation basis, subject to fractional
share rounding treatment.
As
of the date of this Current Report on Form 6-K (this “Report”), the Company is in the process of obtaining the filed
copy of the Amended and Restated Memorandum of Association from the Registrar of Companies in the Cayman Islands, which shall reflect
the Share Consolidation in accordance with requirements under Cayman Islands law. A copy of the Amended and Restated Memorandum of Association
is attached to this Report as Exhibit 3.1.
Press
Release Relating to the 1-for-200 Share Consolidation
On
July 29, 2026, the Company published a press release entitled “Li Bang International Announces 1-for-200 Share Consolidation”,
a copy of which is attached to this Report as Exhibit 99.1.
Incorporation
By Reference
This
Report (excluding the press release dated July 29, 2026, attached hereto as Exhibit 99.1) 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 |
| 3.1 |
|
Amended and Restated Memorandum of Association of Li Bang International Corporation Inc. |
| 99.1 |
|
Press Release Dated July 29, 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, hereunto duly authorized.
| |
Li
Bang International Corporation Inc. |
| |
|
|
| Date:
August 5, 2026 |
By: |
/s/
Huang Feng |
| |
|
Huang
Feng |
| |
|
Chairman
of Board of Directors and Chief Executive Officer |
Exhibit
99.1

Li
Bang International Announces 1-for-200 Share Consolidation
JIANGYIN,
China, July 29, 2026 (GLOBE NEWSWIRE) — 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-200 basis (the “Share Consolidation”).
The Company’s Class A ordinary shares will begin trading on a post-split basis at the open of business on Monday, August 3, 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 G5480M128.
The
Share Consolidation has been approved by the Company’s shareholders and the Company’s board of directors, and is being implemented
proactively to help ensure the Company’s continued compliance with the minimum bid price requirement under Nasdaq Listing Rule
5550(a)(2).
Upon
the effectiveness of the Share Consolidation, every two hundred (200) shares of par value of USD0.00001 each of the Company’s issued
and outstanding Class A ordinary shares and Class B ordinary shares as of the effective date will be combined into one (1) Class A ordinary
share and one (1) Class B ordinary share, respectively, each with par value of USD0.002. The Company’s authorized share capital
will change, upon effectiveness of the Share Consolidation, to USD35,000 divided into 15,750,000 Class A ordinary shares and 1,750,000
Class B ordinary shares each with par value of USD0.002. Any fractional shares that would have otherwise resulted from the Share Consolidation
will be rounded up to the next whole ordinary share and no fractional shares will be issued. The Share Consolidation 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. The Company currently has 108,127,815 Class A ordinary shares
and 154,360 Class B ordinary shares issued and outstanding, and immediately following the effectiveness of the Share Consolidation, the
Company will have approximately 540,640 Class A ordinary shares and 772 Class B ordinary shares issued and outstanding, subject to fractional
share rounding treatment.
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@wfsir.com
Phone:
+1 628 283 9214