Lichen International (LICN) sells 15.5M shares in $18.6M private placement

Rhea-AI Filing Summary

Lichen International Limited completed a private placement of equity to raise new cash. On September 15, 2025, the company agreed to sell 15,500,000 Class A ordinary shares at $1.20 per share, for a total purchase price of $18,600,000, payable in cash.

The company received the full purchase price and issued the shares on September 19, 2025. The transaction was conducted as a private offering exempt from U.S. registration under Section 4(a)(2), Regulation D and/or Regulation S, and the related securities purchase agreement form was filed as an exhibit.

Insights

Capital markets analyst

Lichen raises $18.6M through a completed private share placement.

Lichen International Limited issued 15,500,000 Class A ordinary shares at $1.20 per share to certain investors, bringing in gross cash proceeds of $18,600,000. The deal was fully closed with shares issued on September 19, 2025.

The equity was sold via a private placement under Section 4(a)(2), Regulation D and/or Regulation S, meaning no immediate SEC registration was required. This approach typically allows faster access to capital but adds new shares to the company’s equity base.

The 6-K also ties this event into existing Form S-8 and Form F-3 registration statements by incorporation by reference, which helps keep future disclosures aligned. The long-term impact depends on how effectively the new funds are deployed and how the added shares affect per-share metrics.

Form 6-K: How Foreign Companies Report to the SEC →

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 ended September 2025

Commission File No. 001-41493

LICHEN INTERNATIONAL LIMITED

(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 ☐

On September 15, 2025, Lichen International Limited, a Cayman Islands exempted company (the “Company”), entered into securities purchase agreements (the “Securities Purchase Agreements”) with certain investors (the “Investors”) relating to the issuance and sale of 15,500,000 Class A ordinary shares (the “Purchased Shares), par value $0.008 per share, of the Company (the “Class A Ordinary Shares”), at $1.20 per share for a total purchase price of $18,600,000 (the “Purchase Price”), payable in cash.

The Company received the Purchase Price and issued the Purchased Shares on September 19, 2025 (the “Closing” or “Closing Date”). The Purchased Shares were issued in a private placement exempt from the registration requirements of the U.S. Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof, Regulation D promulgated thereunder and/or Regulation S promulgated thereunder.

The foregoing summary of the Securities Purchase Agreements does not purport to be complete and are subject to, and qualified in their entirety by, such documents filed as Exhibit 10.1 hereto and incorporated by reference herein.

This report does not constitute an offer to sell, or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.

This report on Form 6-K is incorporated by reference into the Company’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on October 18, 2023 (Registration No. 333-275086) and the Company’s Registration Statement on Form F-3 filed with the Securities and Exchange Commission on February 21, 2024 (Registration No. 333-277230).

1

EXHIBIT INDEX

Exhibit No.		Description
10.1		Form of Securities Purchase Agreement

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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 China Limited
Date: September 19, 2025	By:	/s/ Ya Li
	Name:	Ya Li
	Title	Chief Executive Officer

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FAQ

What equity financing did Lichen International (LICN) complete in September 2025?

Lichen International completed a private placement of 15,500,000 Class A ordinary shares at $1.20 per share, raising $18,600,000 in cash. The company received the funds and issued the shares on September 19, 2025, under executed securities purchase agreements.

What price and total proceeds were involved in Lichen International (LICN) share sale?

The company sold Class A ordinary shares at a price of $1.20 per share, for a total purchase price of $18,600,000. This entire amount was payable in cash and was received by Lichen International at closing when the shares were issued to investors.

When did Lichen International (LICN) issue the new Class A ordinary shares?

Lichen International issued the 15,500,000 new Class A ordinary shares on September 19, 2025, the defined closing date. The company had entered into securities purchase agreements with investors on September 15, 2025, and received the full cash purchase price at closing.

Was Lichen International’s September 2025 share issuance a registered public offering?

No. The 15,500,000 Class A ordinary shares were issued in a private placement exempt from U.S. registration. Lichen relied on Section 4(a)(2) of the Securities Act, Regulation D, and/or Regulation S, rather than conducting a registered public offering for this capital raise.

How is the September 2025 share placement linked to Lichen International (LICN) registration statements?

The report describing the private placement is incorporated by reference into Lichen International’s Form S-8 filed October 18, 2023, and Form F-3 filed February 21, 2024. This incorporation helps ensure these registration statements reflect the new financing event and related information.

Who were the counterparties in Lichen International (LICN) September 2025 financing?

Lichen International entered into securities purchase agreements with certain investors, referred to collectively as the Investors. These Investors agreed to purchase 15,500,000 Class A ordinary shares for $18,600,000 in cash, and the transaction closed with shares issued on September 19, 2025.