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 ended January 2026
Commission File Number: 001-42462
Mint Incorporation Limited
(Exact name of registrant as specified in its charter)
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 ☐
Resignation of Chairman and Appointment of New Chairman
On January 23, 2026, Mr. Cheong Shing Ku notified
the Mint Incorporation Limited (the “Company”) of his resignation as the Chairman of the Board of the Company, effective January
26, 2026. Mr. Ku’s resignation was not a result of any disagreement with the Company’s operations, policies, or procedures.
Mr. Ku will continue to serve as a director of the Company.
On January 26, 2026, the Board of Directors (the
“Board”), Nominating Committee and the Compensation Committee approved by resolutions and confirmed the appointment of Mr.
Hoi Lung Chan as the Chairman of the Board of the Company, effective upon approval of the resolution, until his successor is duly elected
and qualified, or until his earlier death, resignation or removal. Mr. Chan’s compensation as Chief Executive Officer remains unchanged
in connection with his appointment as Chairman of the Board.
The foregoing descriptions of our offer letter
to Mr. Chan is qualified in their entirety by reference to the full text thereof, which is attached as Exhibit 10.1 hereto and incorporated
by reference herein.
There are no family relationships between Mr.
Chan and any other employees of the Company or members of the Board.
The biographical information of Mr. Chan is set
forth below:
Hoi Lung Chan, age 44
Mr. Hoi Lung Chan, our Chief Executive Officer
and Chairman of the Board, co-founded Matter International and has over 15 years of professional experience in architecture and interior
design. Mr. Chan also serves as director of several subsidiaries of the Company, including CKL Holding Limited, Grand Engineering and
Construction Limited, Aspiration Group Limited, Axonex Intelligence Limited, and Axonex Robotics Limited. Mr. Chan is a registered architect
in the State of New York with a Master of Architecture degree from the Massachusetts Institute of Technology. He was one of the Asia Top
40 Under 40 Young Design Professional Award honorees in 2022.
Appointment of Independent Director
On January 26, 2026, the Board, Nominating Committee
and the Compensation Committee approved by resolution and confirmed the appointment of Mr. Xunze (Tyler) Xiu as a director of the Company,
with an annual compensation of HK$120,000, effective upon approval of the resolution, until his successor is duly elected and qualified,
or until his earlier death, resignation or removal. The Board has determined Mr. Xiu is an “independent” director under applicable
U.S. Securities and Exchange Commission and Nasdaq Marketplace Rules. Mr. Xiu will be serving on the Board as a non-employee, independent
director. Mr. Xiu serves as a member of the Audit Committee, Nominating Committee and the Compensation Committee.
The foregoing descriptions of our offer letter
to Mr. Xiu is qualified in their entirety by reference to the full text thereof, which is attached as Exhibit 10.2 hereto and incorporated
by reference herein.
There are no family relationships between Mr.
Xiu and any other employees of the Company or members of the Board.
The biographical information of Mr. Xiu is set
forth below:
Xunze (Tyler) Xiu, age 39
Mr. Xunze (Tyler) Xiu serves as Of Counsel
at Morrison & Foerster in Hong Kong, where he advises multinational technology, life sciences, and regulated companies on cross-border
transactions, technology governance, data privacy and cybersecurity, telecommunications regulation, and intellectual property strategy.
Mr. Xiu has more than 10 years of experience advising senior management and boards on regulatory risk, complex technology arrangements,
and IP-intensive mergers and strategic transactions across the United States, Greater China, and Southeast Asia. In 2024, Mr. Xiu completed
a seven-month secondment with Amazon Web Services (AWS), advising AWS ASEAN business units on enterprise IT consultancy services, cloud
procurement and engagements with regulated customers, and supporting internal audit and process-improvement initiatives. Prior to joining
Morrison & Foerster, Mr. Xiu practiced at Freshfields Bruckhaus Deringer in Hong Kong and Allen & Overy in Shanghai, where he
advised multinational corporations and state-owned enterprises on cross-border M&A transactions, cybersecurity and data privacy compliance,
and high-stakes intellectual property disputes, particularly in the pharmaceutical, healthcare, and technology sectors.
Mr. Xiu has been recognized by Asian Legal
Business as a “Rising Star” and by Legal 500 Asia Pacific as a recommended lawyer in technology, intellectual
property, and life sciences. He holds a Master of Sciences from Georgetown University School of Medicine, an LL.M. from
Cornell Law School, and an LL.B. from Soochow University, with additional academic experience at Nanyang Technological University.
He is admitted to practice law in New York and Hong Kong, and is fluent in English and Mandarin.
EXHIBIT INDEX
| Exhibit No. |
|
Description |
| 10.1 |
|
Amendment No. 1 to Employment Agreement by and between the Company and Hoi Lung Chan, dated January 26, 2026 |
| 10.2 |
|
Director offer letter to Mr. Xunze (Tyler) Xiu, dated January 26, 2026 |
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 hereunto duly authorized.
| |
Mint Incorporation Limited |
| |
|
|
| Date: January 28, 2026 |
By: |
/s/ Hoi Lung Chan |
| |
Name: |
Hoi Lung Chan |
| |
Title: |
Chairman of the Board and Chief Executive Officer |
Exhibit 10.1
MINT INCORPORATION LIMITED
(the “Company”)
and
Hoi Lung Chan
(the “Executive”)
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
AMENDMENT TO EMPLOYMENT AGREEMENT
This AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (the
“Amendment No. 1 to Employment Agreement”), is entered into as of January 26, 2026 (the “Effective Date”)
by and between Mint Incorporation Limited, an exempted company incorporated under the laws of the British Virgin Islands with limited
liability (the “Company”), and Hoi Lung Chan, an individual (the “Executive”).
RECITALS:
| (A) |
The Company and the Executive entered into an employment agreement (the “Employment Agreement”) dated October 20, 2023; |
| (B) | The Executive has been appointed as Chairman of the Board of
Directors of the Company, effective January 26, 2026; and |
| (C) | The Company and the Executive desire to amend the Employment
Agreement solely to reflect such appointment, with no change to the Executive’s compensation or other material terms. |
NOW, THEREFORE, in consideration of the mutual
covenants herein, the parties agree as follows:
| 1.1 |
In this Amendment No. 1 to Employment Agreement and unless the context otherwise requires, terms used and defined in the Employment Agreement shall have the same meanings when used herein. |
| 1.2 | Reference to a Recital, Clause, sub-Clause or Schedule, unless
the context otherwise requires, shall be construed as the respective Recital, Clause, sub-Clause or Schedule of the Employment Agreement. |
With effect from the date of this
Amendment No. 1 to Employment Agreement, the terms of the Employment Agreement shall be deemed to be amended as follows:
| 2.1 |
The Employment Agreement is hereby amended to reflect that, effective as of the Effective Date, the Executive shall serve as Chief Executive Officer and Chairman of the Board of Directors of the Company. The Executive’s duties shall include the duties customarily associated with such positions, subject to the direction of the Board of Directors. |
| 2.2 |
Except as expressly provided herein, the Executive’s compensation arrangements under the Employment Agreement shall remain unchanged, and no additional compensation is payable in connection with the Executive’s appointment as Chairman of the Board. |
| 3 |
GENERAL |
| |
|
| 3.1 |
Subject only to the variations herein contained and such other alterations (if any) as may be necessary to make the Employment Agreement consistent with the Amendment No. 1 to Employment Agreement, the Employment Agreement shall remain in full force and effect and shall be read and construed and be enforceable as if the terms of the Amendment No. 1 to Employment Agreement were inserted therein by way of addition or substitution, as the case may be. |
| 4.1 |
The Amendment No. 1 to Employment Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument and any of parties hereto may execute the Amendment No. 1 to Employment Agreement by signing any such counterparts. |
| 5.1 |
The Amendment No. 1 to Employment Agreement shall be governed and construed in accordance with the laws of Hong Kong. |
[The remainder of this page is intentionally
left blank. Signature page follows.]
IN WITNESS WHEREOF, the Amendment No. 1 to the
Employment Agreement has been executed as of the date first written above.
| Mint Incorporation Limited |
|
| |
|
|
| Signature: |
/s/ Cheong Shing Ku |
|
| Name: |
Cheong Shing Ku |
|
| Title: |
Chairman of the Board |
|
| Executive |
|
| |
|
|
| Signature: |
/s/ Hoi Lung Chan |
|
| Name: |
Hoi Lung Chan |
|
[Signature Page to Employment Agreement]