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[6-K] Mint Inc Ltd Current Report (Foreign Issuer)

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(Neutral)
Filing Sentiment
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

Mint Incorporation Limited entered into securities purchase agreements with new investors and existing shareholders to complete a private investment in public equity (PIPE). The company issued 4,310,350 Class A ordinary shares at US$0.464 per share, equal to 20% of the Nasdaq closing price on July 1, 2026, for an aggregate purchase price of US$2,000,000.

All investors are non-U.S. persons, and the transaction relies on exemptions from U.S. registration under Section 4(a)(2) and Regulation S. Mint received the aggregate purchase price on July 8, 2026 and issued the shares the same day. The company intends to use the net proceeds for general working capital and corporate purposes. It has agreed to file a resale registration statement on Form F-3 or Form F-1 for all PIPE shares within 60 days after closing. As of this report date, Mint had 6,361,627 Class A and 701,879 Class B ordinary shares issued and outstanding.

Positive

  • None.

Negative

  • None.
PIPE Shares Issued 4,310,350 shares Class A ordinary shares issued in the PIPE transaction
PIPE Share Price US$0.464 per share Purchase price for each Class A ordinary share in the PIPE
Aggregate PIPE Proceeds US$2,000,000 Total purchase price received from investors on July 8, 2026
Resale Registration Deadline 60 days Time after closing to file Form F-3 or Form F-1 for PIPE shares
Class A Shares Outstanding 6,361,627 shares Class A ordinary shares issued and outstanding as of the report date
Class B Shares Outstanding 701,879 shares Class B ordinary shares issued and outstanding as of the report date
Pricing Reference Percentage 20% PIPE price as a percentage of July 1, 2026 Nasdaq closing price
PIPE financial
"the Company agreed to issue and sell to the Investors an aggregate of 4,310,350 Class A ordinary shares ... (the “PIPE”)"
A PIPE (private investment in public equity) is a deal in which institutional or accredited investors buy shares or convertible securities directly from a publicly traded company, usually at a discount to the market price. Companies use PIPEs to raise money faster than through a traditional public offering; for existing shareholders they matter because the newly issued shares add to the share count and can dilute ownership.
Securities Purchase Agreement financial
"entered into securities purchase agreement (the “Securities Subscription Agreements”) with certain new investors"
A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.
Regulation S regulatory
"All Investors are persons who are not U.S. persons within the meaning of Regulation S under the United States Securities Act"
Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.
Section 4(a)(2) regulatory
"being made in reliance upon an exemption from the registration requirements of the Securities Act, pursuant to Section 4(a)(2) thereof"
Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.
resale registration statement regulatory
"agreed to file a resale registration statement on Form F-3 or Form F-1 covering the resale of all PIPE Shares"
A resale registration statement is a document filed with regulators that allows existing shareholders to sell their shares to the public. It provides the necessary legal approval and information for these shares to be resold on the market, helping to increase the availability of shares for trading. For investors, it signals that shares held by current owners can be offered for sale, potentially affecting share prices and market liquidity.
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FAQ

What PIPE financing did Mint Incorporation (MIMI) complete in July 2026?

Mint completed a US$2,000,000 PIPE, issuing 4,310,350 Class A ordinary shares at US$0.464 per share to new investors and existing shareholders, with all investors being non-U.S. persons under Regulation S.

At what price did Mint Incorporation (MIMI) sell the PIPE shares?

The PIPE shares were sold at US$0.464 per share, which the company states represents 20% of the closing price of its Class A ordinary shares on the Nasdaq Capital Market on July 1, 2026.

How many shares did Mint Incorporation (MIMI) issue in the PIPE transaction?

Mint issued an aggregate of 4,310,350 Class A ordinary shares in the PIPE, with the shares issued to the investors on July 8, 2026 after the company received the full purchase price.

How will Mint Incorporation (MIMI) use the US$2 million PIPE proceeds?

Mint intends to use the net proceeds from the US$2,000,000 PIPE financing for general working capital and general corporate purposes, without specifying particular projects or investments.

What are Mint Incorporation’s (MIMI) obligations regarding resale registration of the PIPE shares?

Mint agreed to file a resale registration statement on Form F-3 or Form F-1 covering all PIPE shares within 60 days following the closing of the PIPE transaction.

Under which U.S. securities law exemptions was Mint Incorporation’s (MIMI) PIPE conducted?

The PIPE was conducted in reliance on exemptions from registration under Section 4(a)(2) of the Securities Act and Regulation S, with all investors described as non-U.S. persons.

 

 

 

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: 001-42462

 

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 ☐

 

 

 

 

 

Entry into Securities Purchase Agreements

 

On July 2, 2026, Mint Incorporation Limited, a business company incorporated under the laws of the British Virgin Islands (the “Company”), entered into securities purchase agreement (the “Securities Subscription Agreements”) with certain new investors and existing shareholders of the Company (each an “Investor,” and collectively, the “Investors”), pursuant to which the Company agreed to issue and sell to the Investors an aggregate of 4,310,350 Class A ordinary shares (the “PIPE Shares”), with no par value each, of the Company (the “Class A Ordinary Shares”) at a purchase price of US$0.464 per share, representing 20% of the closing price of the Class A ordinary shares on the Nasdaq Capital Market on July 1, 2026, for an aggregate purchase price of US$2,000,000 (the “PIPE”). Pursuant to each of the Securities Purchase Agreements, the Company has agreed to file a resale registration statement on Form F-3 or Form F-1 covering the resale of all PIPE Shares issued under the applicable Securities Purchase Agreement no later than sixty (60) calendar days following the closing of the PIPE transaction.

 

The Company has received the aggregate purchase price from the Investors on July 8, 2026. The Company intends to use the net proceeds from the PIPE for general working capital and general corporate purposes.

 

On July 8, 2026, the Company issued an aggregate of 4,310,350 Class A Ordinary Shares to the Investors. As of the date of this current report, the Company had 6,361,627 Class A Ordinary Shares and 701,879 Class B ordinary shares issued and outstanding.

 

The Securities Purchase Agreements consist of: (i) a securities purchase agreement between the Company and certain new investors (the “New Investor SPA”); and (ii) securities purchase agreements, each in substantially the same form, between the Company and certain existing shareholders of the Company (the “Existing Shareholder SPA”). Copies of the forms of the Securities Purchase Agreements are filed as Exhibits 10.1 and 10.2 to this Form 6-K. All Investors are persons who are not U.S. persons within the meaning of Regulation S under the United States Securities Act of 1933, as amended (the “Securities Act”). 

 

The offer and sale of the PIPE Shares are being made in reliance upon an exemption from the registration requirements of the Securities Act, pursuant to Section 4(a)(2) thereof and Regulation S promulgated thereunder. The PIPE Shares have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act.

  

This report, including Exhibits 10.1 and 10.2 hereto, is incorporated by reference into the Company’s registration statement on Form F-3, as amended, filed with the Securities and Exchange Commission on May 19, 2026 (File No. 333-296027) and shall be deemed to be a part thereof from the date on which this report is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.

 

Exhibit Index

 

Exhibit

Number

  Description of Exhibit
10.1   Form of Securities Purchase Agreement (New Investors), dated July 2, 2026, between Mint Incorporation Limited and the investors named therein
10.2   Form of Securities Purchase Agreement (Existing Shareholders), dated July 2, 2026, between Mint Incorporation Limited and the investors named therein

 

1

 

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: July 13, 2026 Mint Incorporation Limited
     
  By: /s/ Hoi Lung Chan
  Name:  Hoi Lung Chan
  Title: Chief Executive Officer and Chairman of the Board

 

2

 

Filing Exhibits & Attachments

2 documents