Mint Inc (MIMI) closes equity raise with fully exercised warrants

Rhea-AI Filing Summary

Mint Inc Ltd (MIMI) completed a primary capital raise through a registered direct offering to institutional investors. The company issued 1,400,000 Class A ordinary shares at $1.00 per share and pre-funded warrants to purchase up to 1,100,000 Class A ordinary shares at $0.999 per warrant, each with an exercise price of $0.001 per share. The transaction, conducted off Mint’s effective Form F-3 shelf registration statement, closed on August 28, 2026 and generated approximately $2.5 million in gross proceeds before fees and expenses. The company plans to use the net proceeds for working capital and general corporate purposes.

The pre-funded warrants were used where purchases would otherwise have pushed certain investors above a 4.99% or 9.99% beneficial ownership limitation, and they are exercisable immediately until exercised in full; they have already been fully exercised. Existing shareholders, including directors and executive officers, agreed to 30-day lock-up restrictions following closing. Maxim Group LLC acted as exclusive placement agent and will receive a 7.0% cash fee on the gross proceeds plus up to $50,000 in reimbursed expenses.

Key Figures

Class A ordinary shares offered: 1,400,000 shares Pre-Funded Warrants offered: 1,100,000 warrants Purchase price per Share: $1.00 per Share +5 more

8 metrics

Class A ordinary shares offered 1,400,000 shares Issued in registered direct offering at $1.00 per share

Pre-Funded Warrants offered 1,100,000 warrants Pre-Funded Warrants to purchase Class A ordinary shares

Purchase price per Share $1.00 per Share Price for Class A ordinary shares in the offering

Purchase price per Pre-Funded Warrant $0.999 per Pre-Funded Warrant Equal to $1.00 per Share less $0.001 exercise price

Exercise price of Pre-Funded Warrants $0.001 per share Exercise price for each underlying Class A ordinary share

Gross proceeds $2.5 million Aggregate gross proceeds from the offering before fees and expenses

Placement agent fee 7.0% of gross proceeds Cash fee payable to Maxim Group LLC

Expense reimbursement cap $50,000 Cap on reimbursable offering-related legal fees, costs and expenses

Key Terms

registered direct offering, Pre-Funded Warrants, shelf registration statement, beneficial ownership limitation, +1 more

5 terms

registered direct offering financial

"issue and sell, in a registered direct offering (the “Offering”)"

A registered direct offering is a way for a company to sell new shares of its stock directly to select investors with regulatory approval. This method allows the company to raise funds quickly and efficiently without needing a public auction, similar to offering exclusive access to a limited number of buyers. For investors, it often provides an opportunity to purchase shares at a favorable price, while giving the company immediate access to capital.

Pre-Funded Warrants financial

"pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 1,100,000"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

shelf registration statement regulatory

"pursuant to a shelf registration statement on Form F-3"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

beneficial ownership limitation financial

"subject to the beneficial ownership limitation described above"

A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.

placement agent financial

"engaged the Placement Agent as the exclusive placement agent in connection"

A placement agent is a professional or firm that helps organizations raise money from investors, such as individuals, institutions, or funds. They act like matchmakers, connecting those seeking investments with the right investors and guiding the process to ensure successful funding. For investors, they can provide access to exclusive opportunities and help navigate complex fundraising efforts.

Offering Details

shelf

Offering

Offering Type shelf

Price Range $1.00 per Share; $0.999 per Pre-Funded Warrant with $0.001 exercise price

Use of Proceeds Working capital and general corporate purposes

FAQ

What did Mint Inc Ltd (MIMI) announce in this Form 6-K?

Mint Inc Ltd completed a registered direct offering, issuing 1,400,000 Class A ordinary shares and pre-funded warrants for 1,100,000 shares, raising approximately $2.5 million in gross proceeds for working capital and general corporate purposes.

How large is Mint Inc Ltd’s (MIMI) new offering and at what prices?

The company sold 1,400,000 Class A ordinary shares at $1.00 per share and pre-funded warrants for 1,100,000 shares at $0.999 per warrant, with a warrant exercise price of $0.001 per share, for total gross proceeds of about $2.5 million.

What are the key terms of the pre-funded warrants issued by MIMI?

Each pre-funded warrant allows purchase of one Class A ordinary share at an exercise price of $0.001 per share. They were immediately exercisable, subject to 4.99% or 9.99% beneficial ownership limitations, and have already been fully exercised.

How will Mint Inc Ltd (MIMI) use the proceeds from the offering?

Mint Inc Ltd stated that the net proceeds from the approximately $2.5 million registered direct offering will be used for working capital and general corporate purposes.

Are there lock-up agreements related to Mint Inc Ltd’s (MIMI) offering?

Yes. Shareholders listed in the purchase agreement, including directors and executive officers, agreed not to sell or transfer their securities for 30 days after closing, subject to customary exceptions, under lock-up agreements with the placement agent.

What compensation will the placement agent receive in Mint Inc Ltd’s (MIMI) deal?

Under the placement agency agreement, Mint Inc Ltd will pay Maxim Group LLC a 7.0% cash placement fee on the aggregate gross proceeds of the offering and reimburse up to $50,000 of offering-related legal fees, costs, and expenses.

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Available on EDGAR 08/28/2026 - 04:15 PM Accepted by SEC EDGAR 08/28/2026 - 04:15 PM Learn about SEC filing dates

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 August 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 August 27, 2026, Mint Incorporation Limited (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with certain institutional investors (the “Purchasers”), pursuant to which the Company agreed to issue and sell, in a registered direct offering (the “Offering”): (i) 1,400,000 Class A ordinary shares of the Company, no par value per share (the “Class A Ordinary Shares” or the “Shares”), at a purchase price of $1.00 per Share; and (ii) pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 1,100,000 Class A Ordinary Shares, at a purchase price of $0.999 per Pre-Funded Warrant (equal to the $1.00 purchase price per Share, less the $0.001 per share exercise price of the Pre-Funded Warrants).

The Offering closed on August 28, 2026. The Company received approximately $2.5 million in gross proceeds from the Offering, before deducting placement agent fees and estimated offering expenses. The Company intends to use the net proceeds from the Offering for working capital and general corporate purposes.

The Pre-Funded Warrants were sold to the Purchasers whose purchase of the Shares in the Offering would otherwise have resulted in the Purchasers, together with their affiliates and certain related parties, beneficially owning more than 4.99% or 9.99% (as applicable to the relevant Purchaser) of the outstanding Class A Ordinary Shares of the Company immediately following the consummation of the Offering. Each Pre-Funded Warrant represents the right to purchase one Class A Ordinary Share at an exercise price of $0.001 per share. The Pre-Funded Warrants are exercisable immediately and may be exercised at any time until exercised in full (subject to the beneficial ownership limitation described above). As of the date hereof, the Pre-Funded Warrants have been fully exercised.

The Purchase Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company, other obligations of the parties, and termination provisions. In connection with the Offering, the shareholders listed on the schedule to the Purchase Agreement (including the Company’s directors and executive officers) entered into lock-up agreements with the Placement Agent, pursuant to which they agreed not to sell or transfer any of the Company’s securities that they hold, subject to certain customary exceptions, during the 30-day period following the closing of the Offering.

The Shares, the Pre-Funded Warrants and the Class A Ordinary Shares underlying the Pre-Funded Warrants were offered by the Company pursuant to a shelf registration statement on Form F-3 (File No. 333-296027) (the “Registration Statement”), previously filed with and declared effective by the Securities and Exchange Commission (the “Commission”) on June 3, 2026, the base prospectus filed as part of the Registration Statement, and the prospectus supplement dated August 27, 2026 (the “Prospectus Supplement”).

On August 27, 2026, the Company entered into a placement agency agreement (the “Placement Agency Agreement”) with Maxim Group LLC (the “Placement Agent”), pursuant to which the Company engaged the Placement Agent as the exclusive placement agent in connection with the Offering. The Placement Agent agreed to use its reasonable best efforts to arrange for the sale of the Shares and the Pre-Funded Warrants. Under the Placement Agency Agreement, the Company agreed to pay the Placement Agent a cash placement agent fee equal to 7.0% of the aggregate gross proceeds raised in the Offering, and to reimburse the Placement Agent for certain of its offering-related legal fees, costs and expenses in an amount not to exceed $50,000 in the event of a closing.

The foregoing summaries of the Pre-Funded Warrants, the Purchase Agreement and the Placement Agency Agreement do not purport to be complete and are subject to, and qualified in their entirety by, such documents filed as Exhibits 4.1, 10.1 and 10.2, respectively, hereto and incorporated by reference herein. A copy of the pricing and closing press release related to the Offering is furnished as Exhibit 99.1 and Exhibit 99.2 hereto and is incorporated by reference herein.

Copies of the opinion of Ogier, BVI counsel to the Company, and the opinion of Ortoli Rosenstadt LLP, U.S. counsel to the Company, relating to the legality of the issuance and sale of the Shares and the Pre-Funded Warrants, are filed as Exhibits 5.1 and 5.2 hereto, respectively.

This Report is incorporated by reference into the Registration Statement on Form F-3 (File No. 333-296027) of the Company, filed with the Commission, to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.

1

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

Forward-Looking Statements

This Report contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 and other Federal securities laws. For example, the Company is using forward-looking statements when it discusses the closing of the Offering and the anticipated use of proceeds therefrom. All statements other than statements of historical facts included in this Report are forward-looking statements. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on the Company’s current beliefs, expectations and assumptions regarding the future of its business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of the Company’s control. The Company’s actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause the Company’s actual results and financial condition to differ materially from those indicated in the forward-looking statements include the risks and uncertainties described in the Company’s annual report on Form 20-F for the fiscal year ended March 31, 2025, filed with the Commission, and the Company’s other filings with the Commission. The Company undertakes no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.

Exhibit Index

Exhibit No.		Description
4.1		Form of Pre-Funded Warrant
5.1		Opinion of Ogier, BVI counsel to the Company
5.2		Opinion of Ortoli Rosenstadt LLP, U.S. counsel to the Company
10.1		Form of Securities Purchase Agreement, dated August 27, 2026, by and among the Company and the purchasers thereto
10.2		Placement Agency Agreement, dated August 27, 2026, by and between the Company and Maxim Group LLC
23.1		Consent of Ogier (included in Exhibit 5.1)
23.2		Consent of Ortoli Rosenstadt LLP (included in Exhibit 5.2)
99.1		Pricing Press Release, dated August 27, 2026
99.2		Closing Press Release, dated August 28, 2026

2

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: August 28, 2026	Mint Incorporation Limited
	By:	/s/ Hoi Lung Chan
	Name:	Hoi Lung Chan
	Title:	Chief Executive Officer and Chairman of the Board

3

Exhibit 99.1

 

Mint Incorporation Limited Announces Pricing of $2.5 Million Registered Direct Offering

Hong Kong, Aug. 27, 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, today announced that it has entered into securities purchase agreements with certain institutional investors for the purchase and sale of an aggregate of 2,500,000 of the Company’s Class A ordinary shares (or prefunded warrants in lieu thereof) with no par value at a purchase price of $1.00 per share. The aggregate gross proceeds to the Company are expected to be approximately $2.5 million, before deducting placement agent fees and other offering expenses.

The transaction is expected to close on or about August 28, 2026, subject to the satisfaction of customary closing conditions.

Maxim Group LLC is acting as the sole placement agent for the offering.

The registered direct offering is being made pursuant to the Company’s registration statement on Form F-3 (File No. 333-296027) previously filed with the U.S. Securities and Exchange Commission (“SEC”), which was declared effective by the SEC on June 3, 2026. A prospectus supplement relating to the securities will be filed by the Company with the SEC. All information filed with the SEC can be obtained over the internet on the SEC’s website located at http://www.sec.gov. Electronic copies of the final prospectus supplement and the accompanying prospectus may be obtained, when available, from Maxim Group LLC, 300 Park Avenue, 16th Floor, New York, NY 10022, at (212) 895-3745 or by email at syndicate@maximgrp.com.

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

About Mint Incorporation Limited

Mint Incorporation Limited (NASDAQ: MIMI) is a Hong Kong-based company listed on NASDAQ, strategically focused on artificial intelligence (AI), robotics, and interior design. Through its wholly-owned subsidiary Axonex AI Limited (“Axonex AI”), and through Aspiration X Limited’s joint venture Rice Robotics AGI Holding Limited (“Rice Robotics AGI”), Mint delivers comprehensive intelligent automation solutions. Axonex AI specializes in smart facility management, integrating robotics, IoT, physical AI solutions such as humanoid robots and AI-powered analytics to provide real-time monitoring and predictive insights. Rice Robotics AGI focuses on customer-centric robots and companion robots. In addition, through Matter International Limited, the Group provides professional interior design and fit-out services. Anchored by innovation and practical application, 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 current expectations and projections about future events and financial trends 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 “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “potential,” “continue,” “is/are likely to” or other similar expressions, and includes such statements regarding timing of closing, satisfaction of closing conditions, and expected proceeds from the offering. The Company undertakes no obligation to update 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 other factors that may affect its future results in the Company’s registration statement and in its other filings with the U.S. Securities and Exchange Commission.

For Media and Investor Inquiries

Mint Incorporated Limited
Email: info@mimintinc.com
Telephone: +852 2866 1663 

Exhibit 99.2

Mint Incorporation Limited Announces Closing of $2.5 Million Registered Direct Offering

Hong Kong, Aug. 28, 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, today announced the closing of its previously announced registered public offering conducted on a best-efforts basis.

The Company issued an aggregate of 1,400,000 of the Company’s Class A ordinary share with no par value (“Ordinary Shares”) at a purchase price of $1.00 per share, and pre-funded warrants to purchase up to 1,100,000 Ordinary Shares (“Pre-Funded Warrants”) at a purchase price of $0.999 per Pre-Funded Warrant (equal to the $1.00 purchase price per Share, less the $0.001 per share exercise price of the Pre-Funded Warrants). The Pre-Funded Warrants have been fully exercised as of the date hereof.

The company received total gross proceeds of approximately US$2.5 million, prior to deducting placement agent fees and other offering expenses.

Maxim Group LLC acted as the sole placement agent for the offering. Ortoli Rosenstadt LLP acted as U.S. securities counsel to the Company, and Ellenoff Grossman & Schole LLP acted as U.S. securities counsel to the placement agent.

The registered direct offering is being made pursuant to the Company’s registration statement on Form F-3 (File No. 333-296027) previously filed with the U.S. Securities and Exchange Commission (“SEC”), which was declared effective by the SEC on June 3, 2026. A prospectus supplement relating to the securities was filed by the Company with the SEC. All information filed with the SEC can be obtained over the internet on the SEC’s website located at http://www.sec.gov. Electronic copies of the final prospectus supplement and the accompanying prospectus may be obtained, when available, from Maxim Group LLC, 300 Park Avenue, 16th Floor, New York, NY 10022, at (212) 895-3745 or by email at syndicate@maximgrp.com.

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

About Mint Incorporation Limited

Mint Incorporation Limited (NASDAQ: MIMI) is a Hong Kong-based company listed on NASDAQ, strategically focused on artificial intelligence (AI), robotics, and interior design. Through its wholly-owned subsidiary Axonex AI Limited (“Axonex AI”), and through Aspiration X Limited’s joint venture Rice Robotics AGI Holding Limited (“Rice Robotics AGI”), Mint delivers comprehensive intelligent automation solutions. Axonex AI specializes in smart facility management, integrating robotics, IoT, physical AI solutions such as humanoid robots and AI-powered analytics to provide real-time monitoring and predictive insights. Rice Robotics AGI focuses on customer-centric robots and companion robots. In addition, through Matter International Limited, the Group provides professional interior design and fit-out services. Anchored by innovation and practical application, 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 current expectations and projections about future events and financial trends 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 “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “potential,” “continue,” “is/are likely to” or other similar expressions, and includes such statements regarding timing of closing, satisfaction of closing conditions, and expected proceeds from the offering. The Company undertakes no obligation to update 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 other factors that may affect its future results in the Company’s registration statement and in its other filings with the U.S. Securities and Exchange Commission.

For Media and Investor Inquiries

Mint Incorporated Limited
Email: info@mimintinc.com
Telephone: +852 2866 1663 

Filing Exhibits & Attachments

7 documents

Press Releases

• EX-99.1 PRICING PRESS RELEASE, DATED AUGUST 27, 2026 11.6 KB
• EX-99.2 CLOSING PRESS RELEASE, DATED AUGUST 28, 2026 8.0 KB

Agreements & Contracts

• EX-10.1 FORM OF SECURITIES PURCHASE AGREEMENT, DATED AUGUST 27, 2026, BY AND AMONG THE C 239.6 KB
• EX-10.2 PLACEMENT AGENCY AGREEMENT, DATED AUGUST 27, 2026, BY AND BETWEEN THE COMPANY AN 74.9 KB

Other Documents

• EX-4.1 FORM OF PRE-FUNDED WARRANT 85.3 KB
• EX-5.1 OPINION OF OGIER, BVI COUNSEL TO THE COMPANY 66.2 KB
• EX-5.2 OPINION OF ORTOLI ROSENSTADT LLP, U.S. COUNSEL TO THE COMPANY 20.3 KB