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 ☐
Entry into Securities Purchase Agreements
On July 30, 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 Purchase Agreements”) with certain 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 6,329,115 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$0.316 per share, representing 20% of the closing price of the Class A ordinary shares on the Nasdaq Capital
Market on July 29, 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 August 10, 2026. The Company intends to use the net proceeds from the PIPE for general working capital and
general corporate purposes.
On August 11, 2026, the Company issued an aggregate
of 6,329,115 Class A Ordinary Shares to the Investors. As of the date of this current report, the Company had 12,690,742 Class A Ordinary
Shares and 701,879 Class B ordinary shares issued and outstanding.
Copy of the form of the Securities Purchase Agreements
is filed as Exhibit 10.1 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 Exhibit 10.1 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, dated July 30, 2026, between Mint Incorporation Limited and the investors named therein |
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 11, 2026 |
Mint Incorporation Limited |
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|
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By: |
/s/ Hoi Lung Chan |
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Name: |
Hoi Lung Chan |
| |
Title: |
Chief Executive Officer and Chairman of the Board |