UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
6-K/A
(Amendment No. 1)
REPORT
OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For
the month of October 2026
Commission File No. 001-41493
LICHEN
INTERNATIONAL LTD
(Translation
of registrant’s name into English)
15th
Floor, Xingang Square, Hubin North Road,
Siming
District, Xiamen City,
Fujian
Province, China, 361013
(Address of principal executive office)
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 ☐
EXPLANATORY NOTE
The Company (as defined below) is furnishing this
Amendment No. 1 on Form 6-K/A (this “Amendment”) to amend its report on Form 6-K furnished to the Securities and Exchange
Commission on September 10, 2025 (the “Original Report”) to revise the description of the Debt (as defined below), which was
a debt owed by the Company to Mr. Ya Li, and to file the A&R Agreement (as defined below) as Exhibit 10.1 hereto. This Amendment restates
the Original Report in its entirety, as so revised. Except as described above, this Amendment does not modify or update any other information
contained in the Original Report.
On August 27, 2025, Lichen International Limited
(the “Company”) entered into a debt settlement and mutual release agreement (the “Original Agreement”) with Mr.
Ya Li, the Chief Executive Officer, Director and Chairman of the Board of the Company. On October 15, 2026, the Company and Mr. Li entered into
an amended and restated debt settlement and mutual release agreement, effective as of August 27, 2025 (the “A&R Agreement”
and, together with the Original Agreement, the “Agreement”), to revise the description of the Debt (as defined below). As
of August 27, 2025, the Company was indebted to Mr. Li in the amount of RMB 2,129,544 (approximately $297,000) for loans advanced by Mr.
Li to the Company (the “Debt”). In order to settle the Debt, the Company agreed to issue, and Mr. Li agreed to accept 65,000
Class B ordinary shares of the Company (the “Shares”), valued at $4.57 per share, which was approximately 102% of the average
closing bid price of the Company’s Class A ordinary shares during the five trading days immediately prior to August 27, 2025. On
August 27, 2025, pursuant to the Original Agreement, the Company issued the Shares to Mr. Li. No additional shares have been issued
to Mr. Li in connection with the settlement of the Debt or the Agreement as of the date of this Amendment.
The execution and delivery of the Agreement and
the issuance of the Shares were made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of
1933, as amended and Regulation S promulgated thereunder.
The foregoing description of the A&R Agreement
is qualified in its entirety by reference to the provisions of the A&R Agreement filed as Exhibit 10.1 to this Amendment, which are
incorporated by reference herein.
This report on Form 6-K is incorporated by reference
into the Company’s registration statements on Form
F-3 (File No. 333-291878) and Form S-8
(File No. 333-291376).
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 hereunto duly authorized.
| |
Lichen International Limited |
| |
|
|
| Date: October 15, 2026 |
By: |
/s/ Ya Li |
| |
Name: |
Ya Li |
| |
Title |
Chief Executive Officer |
EXHIBIT INDEX
| Exhibit No. |
|
Description |
| 10.1 |
|
Amended and Restated Debt Settlement and Mutual Release Agreement by and
between the Company and Ya Li, dated October 15, 2026 |
