Lichen International to transfer Bondly for HK$1
Bondly Enterprises had incurred significant losses and had negative shareholders’ equity as of August 31, 2026.
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Rhea-AI Filing Summary
Lichen International Limited (LICN) reported that its indirect wholly owned subsidiary, Legend Consulting Limited, agreed on October 7, 2026, to transfer all issued and outstanding shares of Bondly Enterprises Limited to a transferee for one Hong Kong dollar. The transfer includes Bondly Enterprises’ wholly owned subsidiary, Xiamen Bondly Management and Consulting Company Limited, which conducts professional education.
As of August 31, 2026, Bondly Enterprises had incurred significant losses and had negative shareholders’ equity. The Board approved the agreement and transaction on October 7, 2026, stating that the disposition would allow Lichen to eliminate the subsidiary’s ongoing losses and focus resources on its remaining business.
Key Figures
Key Terms
indirect wholly-owned subsidiary technical
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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 October 2026
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 ☐
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
On October 7, 2026, Lichen International Limited (the “Company”), its indirect wholly-owned subsidiary, Legend Consulting Limited, a company formed under the laws of Hong Kong (“Legend HK”), and Bondly Enterprises Limited, a company formed under the laws of Hong Kong and a wholly-owned subsidiary of Legend HK (the “Target”), entered into a share transfer agreement (the “Share Transfer Agreement”) with a transferee (the “Transferee”), pursuant to which Legend HK (the “Transferor”) agreed to transfer to the Transferee, and the Transferee agreed to accept, all the issued and outstanding shares of the Target for one Hong Kong dollar. Such transfer includes the transfer of the Target’s wholly-owned subsidiary, Xiamen Bondly Management and Consulting Company Limited (“Bondly Xiamen”). Except as a party to the Share Transfer Agreement, the Transferee has no current or prior relationship with the Company and has no family relationship with any of the Company’s directors or officers.
The Target, through Bondly Xiamen, is engaged in the professional education business. The Company acquired 60% of the equity interest of the Target in July 2024 and the remaining 40% of the equity interest of the Target in February 2025. As of August 31, 2026, the Target has incurred significant losses and had a negative shareholders’ equity. As a result, the Company’s board of directors (the “Board”) determined that the disposition of the Target is in the best interests of the Company and its shareholders, as it will allow the Company to eliminate the ongoing losses of the Target and focus its resources on its remaining business. The Board has approved the Share Transfer Agreement and the transaction contemplated by the Share Transfer Agreement on October 7, 2026.
Upon the completion of such disposition, the Company’s corporate structure will be as follows:
The foregoing description of the Share Transfer Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Share Transfer Agreement, which is filed as Exhibit 10.1 hereto.
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).
Exhibits.
The following exhibits are being filed herewith:
| Exhibit No. | Description | |
| 10.1 | Share Transfer 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.
| Date: October 13, 2026 | Lichen International Limited | |
| By: | /s/ Ya Li | |
| Name: | Ya Li | |
| Title: | Chief Executive Officer | |
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