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Mint Inc resets resale registration on $2M share sale

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(Neutral)
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Form Type
6-K

Rhea-AI Filing Summary

Mint Inc Ltd (MIMI) reports that it has amended its July 2, 2026 securities purchase agreements with certain investors. Under those agreements, the company had issued 4,310,350 Class A ordinary shares at US$0.464 per share for an aggregate of US$2,000,000, with a commitment to file a resale registration statement within 60 days after July 8, 2026. The August 26, 2026 amendments now require Mint to file the resale registration statement on Form F-3 or Form F-1 no later than 60 days following August 11, 2026, the date on which it issued an additional 6,329,115 Class A ordinary shares to the same investors under July 30, 2026 agreements. The amendments also allow that registration statement to cover resales of shares issued to other investors in separate transactions, while all other terms of the original July 2 agreements remain in effect.

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Class A ordinary shares issued July 8, 2026 4,310,350 shares Issued to investors under July 2, 2026 securities purchase agreements
Purchase price per Class A ordinary share US$0.464 per share Under July 2, 2026 securities purchase agreements
Aggregate purchase price under July 2 agreements US$2,000,000 For 4,310,350 Class A ordinary shares
Additional Class A ordinary shares issued August 11, 2026 6,329,115 shares Issued to same investors under July 30, 2026 securities purchase agreements
Deadline to file resale registration statement 60 calendar days following August 11, 2026 Revised timing for Form F-3 or Form F-1 resale registration
resale registration statement regulatory
"the Company agreed to file a resale registration statement on Form F-3 or Form F-1"
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.
Form F-3 regulatory
"file a resale registration statement on Form F-3 or Form F-1"
Form F-3 is a U.S. securities filing that lets eligible foreign companies pre-register and then quickly sell shares or other securities to raise money, because they already meet ongoing reporting and size tests. For investors it signals that the company is up-to-date with regulatory disclosure and has an efficient way to issue new securities — similar to a pre-approved credit line — which can mean faster capital raises but also potential dilution of existing holdings.
Form F-1 regulatory
"file a resale registration statement on Form F-3 or Form F-1"
A Form F-1 is the document a non-U.S. company files with U.S. regulators when it wants to sell stock or other securities to U.S. investors. It lays out the company’s business, finances, risks and how the offering will work, acting like a product manual and ingredient list so investors can judge what they’re buying. For investors, it’s a key source of verified information used to compare opportunities and assess potential reward and risk.
Nasdaq Capital Market market
"representing 20% of the closing price of the Class A Ordinary Shares on the Nasdaq Capital Market"
The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.

FAQ

What did MIMI change in its securities purchase agreements on August 26, 2026?
Mint Inc Ltd amended its July 2, 2026 securities purchase agreements to reset the deadline for filing a resale registration statement to 60 days after August 11, 2026 and to permit that registration to cover resales of Class A ordinary shares issued to other investors.

How many shares did MIMI issue under the July 2, 2026 agreements and at what price?
Mint Inc Ltd issued 4,310,350 Class A ordinary shares at a purchase price of US$0.464 per share, representing 20% of the Class A ordinary shares’ Nasdaq Capital Market closing price on July 1, 2026, for an aggregate purchase price of US$2,000,000.

What additional shares did MIMI issue to the same investors on August 11, 2026?
On August 11, 2026, Mint Inc Ltd issued an aggregate of 6,329,115 Class A ordinary shares to the same investors pursuant to securities purchase agreements dated July 30, 2026, as previously disclosed in another Form 6-K.

What type of registration statement will cover resale of MIMI’s shares?
Mint Inc Ltd agreed that a resale registration statement on Form F-3 or Form F-1 will cover the resale of Class A ordinary shares issued under the July 2 and July 30, 2026 securities purchase agreements and may also cover shares issued to other investors in separate transactions.

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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 ☐

 

 

 

 

 

 

Amendment to Securities Purchase Agreements

 

As previously disclosed in the Company’s Report on Form 6-K furnished to the U.S. Securities and Exchange Commission on July 13, 2026, 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 agreements (the “July 2 Securities Purchase Agreements”) with certain investors (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, 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 Company issued such Class A Ordinary Shares to the Investors on July 8, 2026. Pursuant to Section 5(a) of each July 2 Securities Purchase Agreement, the Company agreed to file a resale registration statement on Form F-3 or Form F-1 covering the resale of the Class A Ordinary Shares issued thereunder no later than sixty (60) calendar days following July 8, 2026.

 

On August 26, 2026, the Company entered into Amendment No. 1 to the July 2 Securities Purchase Agreement (collectively, the “Amendments”) with each of the Investors. The Amendments revise Section 5(a) of each July 2 Securities Purchase Agreement to require the Company to file such resale registration statement no later than sixty (60) calendar days following August 11, 2026, being the date on which the Company issued an aggregate of 6,329,115 Class A Ordinary Shares to the same Investors pursuant to securities purchase agreements dated July 30, 2026, as previously disclosed in the Company’s Report on Form 6-K furnished to the Securities and Exchange Commission on August 11, 2026. The Amendments further provide that such resale registration statement may cover the resale of Class A Ordinary Shares issued by the Company to other investors in one or more separate transactions.

 

Except as amended by the Amendments, the July 2 Securities Purchase Agreements remain in full force and effect in accordance with their terms.

 

Copy of the form of the Amendments is filed as Exhibit 10.1 to this Form 6-K. The foregoing description of the Amendments does not purport to be complete and is qualified in its entirety by reference to the full text of such exhibit, which is incorporated herein by reference.

 

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.

  

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.

 

Exhibit Index

 

Exhibit No.   Description
10.1   Form of Amendment No. 1 to Securities Purchase Agreement, dated August 26, 2026, by and among the Company and the purchasers thereto

 

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 31, 2026 Mint Incorporation Limited
     
  By: /s/ Hoi Lung Chan
  Name:  Hoi Lung Chan
  Title: Chief Executive Officer and Chairman of the Board

 

2

 

Source: View Original Filing on SEC EDGAR

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