Mint Incorporation raises $2M in private share sale

Mint Incorporation Limited entered into securities purchase agreements with certain existing shareholders to complete a private investment in public equity (PIPE).

Rhea-AI Filing Summary

Mint Incorporation Limited entered into securities purchase agreements with certain existing shareholders to complete a private investment in public equity (PIPE). The company issued and sold 6,329,115 Class A ordinary shares at US$0.316 per share, raising an aggregate of US$2,000,000.

The investors are non-U.S. persons, and the transaction relies on exemptions from U.S. registration under Section 4(a)(2) of the Securities Act and Regulation S. The company received the full purchase price on August 10, 2026 and issued the shares on August 11, 2026, and intends to use the net proceeds for general working capital and corporate purposes.

As of this report date, Mint Incorporation Limited had 12,690,742 Class A ordinary shares and 701,879 Class B ordinary shares issued and outstanding. The company has agreed to file a resale registration statement on Form F-3 or Form F-1 for all PIPE shares within sixty days after closing.

Key Figures

PIPE gross proceeds: US$2,000,000 PIPE share price: US$0.316 per share PIPE shares issued: 6,329,115 shares +4 more

7 metrics

PIPE gross proceeds US$2,000,000 Aggregate purchase price for PIPE completed in August 2026

PIPE share price US$0.316 per share Price for Class A ordinary shares sold in the PIPE

PIPE shares issued 6,329,115 shares Class A ordinary shares issued to investors in the PIPE

Class A shares outstanding 12,690,742 shares Class A ordinary shares issued and outstanding as of report date

Class B shares outstanding 701,879 shares Class B ordinary shares issued and outstanding as of report date

Registration deadline 60 days Time to file resale registration statement after PIPE closing

Pricing reference 20% of closing price PIPE share price as a percentage of July 29, 2026 closing price

Key Terms

PIPE, Regulation S, Section 4(a)(2), resale registration statement, +1 more

5 terms

PIPE financial

"the Company agreed to issue and sell to the Investors an aggregate of 6,329,115 Class A ordinary shares (the “PIPE Shares”)"

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.

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

"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

"has 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.

foreign private issuer regulatory

"REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16"

A foreign private issuer is a company organized outside the United States that meets tests showing it is primarily foreign-controlled and therefore qualifies for a different set of U.S. reporting rules. For investors, that means the company files less frequent or differently formatted disclosures with U.S. regulators and may follow home-country accounting and governance practices, so buying its stock is like dining at a well-reviewed restaurant that follows its home kitchen’s rules instead of the local menu — you get access but should check what standards apply.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What capital did Mint Incorporation Limited (MIMI) raise in the August 2026 PIPE?

Mint Incorporation Limited raised US$2,000,000 through a PIPE, issuing 6,329,115 Class A ordinary shares at US$0.316 per share. The company plans to use the net proceeds for general working capital and general corporate purposes.

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

The company issued 6,329,115 Class A ordinary shares to certain existing shareholders in the PIPE. These shares were sold at US$0.316 each, representing 20% of the Class A ordinary shares’ closing price on July 29, 2026.

What is Mint Incorporation Limited’s (MIMI) share count after the PIPE financing?

After the PIPE, Mint Incorporation Limited had 12,690,742 Class A ordinary shares and 701,879 Class B ordinary shares issued and outstanding. These figures reflect the issuance of 6,329,115 new Class A ordinary shares to the PIPE investors.

At what price were Mint Incorporation Limited (MIMI) PIPE shares sold?

The PIPE shares were sold at US$0.316 per Class A ordinary share. This price represents 20% of the closing price of the company’s Class A ordinary shares on the Nasdaq Capital Market on July 29, 2026.

Under which exemptions did Mint Incorporation Limited (MIMI) offer the PIPE shares?

The PIPE shares were offered and sold in reliance on Section 4(a)(2) of the Securities Act and Regulation S. All investors are non-U.S. persons, and the shares have not been registered for offer or sale in the United States.

Will Mint Incorporation Limited (MIMI) register the resale of the PIPE shares?

Mint Incorporation Limited agreed to file a resale registration statement on Form F-3 or Form F-1 covering all PIPE shares. This filing is to occur no later than 60 days after the closing of the PIPE transaction.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 08/11/2026 - 04:01 PM EDT 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 ☐

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

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: August 11, 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

1 document

Agreements & Contracts

• EX-10.1 FORM OF SECURITIES PURCHASE AGREEMENT, DATED JULY 30, 2026, BETWEEN MINT INCORPO 90.8 KB