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 May 2026
Commission File Number: 001-42462
Mint Incorporation Limited
17/F, Wing Kwok Centre, No.182 Woosung Street
Jordan, Kowloon, Hong Kong
(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 March 31, 2026, the Board of Directors of Mint
Incorporation Limited (the “Company”) approved a reverse stock split of all of the Company’s issued and unissued shares,
including the Class A ordinary shares with no par value (the “Class A Ordinary Shares”) and Class B ordinary shares with no
par value, at an exchange ratio of one (1) share for ten (10) shares (the “Reverse Stock Split”). Pursuant to the BVI Business
Companies Act (as amended) and the Company’s Amended and Restated Memorandum and Articles of Association, the Company’s Board
of Directors is authorized to effect the Reverse Stock Split without the approval of the Company’s shareholders. Accordingly, no
shareholder vote, consent or approval is required or will be sought in respect of the Reverse Stock Split.
Upon the opening of the market on May 6, 2026,
the Company’s Class A Ordinary Shares will be trading on the Nasdaq Capital Market (“Nasdaq”) on a post-Reverse Stock
Split basis under the current symbol “MIMI”. The new CUSIP number following the Reverse Stock Split is G6146G117. The Reverse
Stock Split will reduce the number of outstanding Class A Ordinary Shares of the Company from 20,512,500 to approximately 2,051,250 Class
A Ordinary Shares. Every ten (10) outstanding Class A Ordinary Shares will be combined into and automatically become one post-Reverse
Stock Split Class A Ordinary Share. No fractional shares will be issued as a result of the reverse stock split. Instead, any fractional
shares that would have resulted from the split will be rounded up to the next whole number.
After the Reverse Stock Split, all options, warrants
and other convertible securities of the Company outstanding immediately prior to the Reverse Stock Split will be adjusted by dividing
the number of Class A Ordinary Shares into which the options, warrants and other convertible securities are exercisable or convertible
by ten (10) in accordance with the terms of the plans, agreements or arrangements governing such options, warrants and other convertible
securities and subject to rounding to the nearest whole share.
The Reverse Stock Split is intended for the Company
to regain compliance with a minimum bid price of $1.00 per share for continued listing on Nasdaq, as set forth in Nasdaq Listing Rule
5550(a)(2) (the “Minimum Bid Requirement”). Nasdaq previously provided the Company until June 17, 2026 to regain compliance.
To regain compliance, the closing bid price of the Company’s Class A Ordinary Shares must meet or exceed $1.00 per share for a minimum
of ten consecutive business days during this period. If the Company does not regain compliance within the allotted compliance period(s),
including any extensions that may be granted by Nasdaq, Nasdaq will provide notice that the Company’s Class A Ordinary Shares will
be subject to suspension and delisting. The Company would then be entitled to appeal Nasdaq’s determination to a Nasdaq Listing
Qualifications Panel and request a hearing.
In connection with the Reverse Stock Split, the
Company amended and restated its memorandum and articles of association to reflect the adjustment of the number of authorized shares of
the Company. A copy of such amended and restated memorandum and articles of association of the Company is filed hereto as Exhibit 3.1.
A copy of the press release dated May 4, 2026
titled “Mint Incorporation Limited Announces 1-for-10 Reverse Stock Split” is attached hereto as Exhibit 99.1.
Exhibit Index
Exhibit
Number |
|
Description of Exhibit |
| 3.1 |
|
Second Amended and Restated Memorandum and Articles of Association |
| 99.1 |
|
Press release - Mint Incorporation Limited Announces 1-for-10 Reverse Stock Split, dated May 4, 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, thereunto duly authorized.
| Date: May 4, 2026 |
Mint Incorporation Limited |
| |
|
|
| |
By: |
/s/ Hoi Lung Chan |
| |
Name: |
Hoi Lung Chan |
| |
Title: |
Chief Executive Officer and Chairman of the Board |
Exhibit
99.1
Mint Incorporation
Limited Announces 1-for-10 Reverse Stock Split
Hong Kong,
May 04, 2026 (GLOBE NEWSWIRE) -- Mint Incorporation Limited (“Mint” or the “Company”, NASDAQ: MIMI), a Hong Kong-based
company with a new strategic focus on artificial intelligence (AI) and robotics, and an established business interior design and fit-out
works provider, announces that it is implementing a reverse stock split of all of the Company’s issued and unissued shares, including
the Class A ordinary shares with no par value (the “Class A Ordinary Shares”) and Class B ordinary shares with no par value
(the “Class B Ordinary Shares,” together with the Class A Ordinary Shares, the “Ordinary Shares”), at an exchange
ratio of one (1) share for ten (10) shares (the “Reverse Stock Split”). The Reverse Stock Split was approved by the Company’s
Board of Directors on March 31, 2026.
Beginning
on May 6, 2026, the Company’s Class A Ordinary Shares will begin trading on the Nasdaq Capital Market on a post-Reverse Stock
Split basis under the current ticker symbol “MIMI”. The new CUSIP number for the Class A Ordinary Shares following the Reverse
Stock Split will be G6146G117.
The Reverse
Stock Split will reduce the number of outstanding Class A Ordinary Shares of the Company from approximately 20,512,500 Class A Ordinary
Shares to approximately 2,051,250 Class A Ordinary Shares. Every ten (10) outstanding Class A Ordinary Shares will be combined into and
automatically become one post-Reverse Stock Split Class A Ordinary Share. No fractional shares will be issued as a result of the Reverse
Stock Split. Instead, any fractional shares that would have resulted from the split will be rounded up to the next whole number.
Registered
shareholders holding their shares of Ordinary Shares in book-entry or through a bank, broker or other nominee form do not need to take
any action in connection with the Reverse Stock Split. Shareholders holding physical stock certificates will also generally receive book-entry
shares instead of their existing certificates. The Company’s transfer agent, VStock Transfer LLC, will send further instructions.
The Reverse
Stock Split is intended to increase the per share trading price of the Company’s Class A Ordinary Shares to satisfy the $1.00 minimum
bid price requirement for continued listing of the Class A Ordinary Shares on the Nasdaq Capital Market. Nasdaq previously provided the
Company until June 17, 2026, to regain compliance. There can be no assurance that the Company will be able to regain compliance
with the minimum bid price requirement.
About
Mint Incorporation Limited
Mint Incorporation
Limited (NASDAQ: MIMI), a Hong Kong-based Company listed on the Nasdaq Capital Market, specializes in artificial intelligence (AI), robotics,
and interior design. Through Axonex Intelligence Limited, one of Mint’s operating subsidiaries, the Company delivers intelligent
robotics and facility management solutions to enterprises, real estate, shopping centers, and government agencies. Through Matter International
Limited, the Company also provides professional interior design and renovation services. With a focus on innovation and practical applications,
Mint is committed to enhancing efficiency, safety, and quality of life across industries.
Forward-Looking
Statements
Certain statements
in this press release are forward-looking statements. 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 “approximates,” “believes,” “hopes,” “expects,” “anticipates,”
“estimates,” “projects,” “intends,” “plans,” “will,” “would,”
“should,” “could,” “may” or other similar expressions. 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 the risk factors contained in the Company’s
filings with the U.S. Securities and Exchange Commission (the “SEC”) before making any investment decisions regarding the
Company’s securities.
Contact
Information
For Media and Investor Inquiries:
Mint Incorporated Limited
Email: info@mimintinc.com
Telephone: +852 2866 1663
