UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
6-K/A
(Amendment
No.1)
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 001-42197
MKDWELL
Tech Inc.
1F,
No. 6-2, Duxing Road,
Hsinchu
Science Park,
Hsinchu
City 300096, Taiwan
(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 ☐
Explanatory
Note
MKDWELL
Tech Inc. (the “Company”) is furnishing this Amendment No. 1 (the “Amendment No. 1”) on Form 6-K/A to
amend its Report on Form 6-K furnished with the Securities and Exchange Commission (“SEC”) on July 17, 2026 (the “Original
Form 6-K”).
This
Amendment No. 1 is being filed solely to clarify that the information in the Original Form 6-K (including the exhibits thereto) is incorporated
by reference into the Company’s registration statement on Form F-3 (File No. 333-296481), and shall be a part thereof, to the extent
not superseded by documents or reports subsequently filed or furnished.
Other
than as indicated below, the information in this Amendment No. 1 (including the exhibits hereto) shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to
the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as
amended, or the Exchange Act.
Entry
into a Material Definitive Agreement
On
July 17, 2026, MKDWELL Tech Inc. (the “Company”) entered into a sale and purchase agreement (the “Agreement”)
with the shareholders (collectively, the “Vendors”) of Landvision Inc., a business company incorporated in the British
Virgin Islands (the “Target” or “Landvision BVI”). Pursuant to the Agreement, the Company agreed
to purchase, and the Vendors agreed to sell, the entire issued share capital of the Target (the “Sale Shares”). The
Target holds the entire issued share capital of Landvision Technology Limited, a company incorporated in Hong Kong (“Landvision
HK” and, together with the Target, the “Target Group”).
In
consideration for the Sale Shares, the Company will issue an aggregate of 30,000,000 new ordinary shares of the Company (the “Consideration
Shares”) at an issue price of US$8.00 per share, representing an aggregate consideration of US$240,000,000 (the “Acquisition”).
Upon completion of the Acquisition, the Consideration Shares will represent approximately 87.72% of the Company’s enlarged issued
ordinary shares.
The
Target Group, through Landvision, is a developer and supplier of AI-enabled smart-home and Internet-of-Things (“IoT”)
products. Its business comprises three principal verticals: (i) smart-home security products, including smart locks and smart door hardware
built on self-developed connectivity platforms and Matter connectivity platforms (certain of which are Matter-certified) and supplied
both under its own brands and to leading international retailers; (ii) cooling appliances; and (iii) original equipment manufacturer
(“OEM”) and original design manufacturer (“ODM”) manufacturing for international brand and retail
customers.
The
Company believes the Acquisition represents a strategic opportunity to diversify its business beyond automotive electronics into the
high-growth consumer smart-home and IoT sector. The Company’s existing operations are centered on the research, development, design,
production and sale of automotive electronic products, a market that is subject to cyclicality. The Target Group operates in the smart-home
market, which has experienced rapid growth and, the Company believes, continues to benefit from increasing household penetration, the
standardization of cross-brand interoperability through the Matter protocol, and the expansion of online retail channels. The Company
believes the two businesses share complementary core competencies in embedded control electronics, sensor integration, ODM/OEM manufacturing
and supply-chain management across Greater China, and that the Acquisition will materially enhance the scale, profitability and growth
profile of the enlarged group.
Immediately
following completion of the Acquisition, by virtue of an acting-in-concert arrangement among Mr. Ming-Chia Huang, the Company’s
Chief Executive Officer, director and controlling shareholder, and certain of the Vendors, Mr. Huang, together with the parties acting
in concert with him, will control a majority of the total voting rights of the Company. Accordingly, Mr. Huang will remain the de
facto controlling shareholder of the Company following the Acquisition.
Certain
of the Vendors, holding in aggregate 26,000,000 of the Consideration Shares, have agreed to a lock-up in respect of those Consideration
Shares, which will be released in instalments as follows: as to 20% on the date falling six months after completion; as to a further
20% on the date falling twelve months after completion; as to a further 20% on the date falling eighteen months after completion; and
as to the remaining 40% on the date falling twenty-four months after completion.
The
Company has agreed to grant registration rights to the Vendors and to use its best endeavours to file with the U.S. Securities and Exchange
Commission, within three months after completion of the Acquisition, a registration statement on Form F-1 to register the resale of the
Consideration Shares, and to use its best endeavours to cause such registration statement to be declared effective.
Completion
of the Acquisition is conditional upon the satisfaction (or waiver) of customary conditions, including, among others, the receipt of
all necessary regulatory and governmental approvals; the warranties of the Vendors and the Company remaining true and accurate at completion;
the absence of any material adverse change in the Target Group; and the fulfillment of all applicable reporting and disclosure requirements
of Nasdaq and the U.S. Securities and Exchange Commission. Completion is expected to take place on or around August, 2026.
The
foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text
of the Agreement, a copy of which is filed as Exhibit 10.1 to this report on Form 6-K and is incorporated herein by reference. A copy
of the press release issued by the Company in connection with the Acquisition is furnished as Exhibit 99.1 to this report on Form 6-K.
Application
of Home Country Practice Rules
The
Company is a foreign private issuer within the meaning of the rules under the Securities Exchange Act of 1934, as amended, and is incorporated
in the British Virgin Islands. Under Nasdaq Listing Rule 5615(a)(3), a foreign private issuer may follow its home country corporate governance
practices in lieu of certain requirements of the Nasdaq listing rules. In connection with the issuance of the Consideration Shares, the
Company has elected to follow its home country practice in lieu of the shareholder approval requirements that would otherwise apply under
Nasdaq Listing Rule 5635, including the requirements to obtain shareholder approval in connection with the issuance of securities for
the acquisition of the stock or assets of another company and the issuance of twenty percent or more of the Company’s outstanding
ordinary shares. The Company has notified Nasdaq of its intention to rely on this home country practice exemption. Accordingly, the issuance
of the Consideration Shares is not subject to a shareholder vote of the Company. Except as described above, there is no significant difference
between the Company’s corporate governance practices and those required to be followed by U.S. domestic companies under the Nasdaq
listing rules.
Incorporation
by reference
This
report on Form 6-K/A is hereby incorporated by reference in the Company’s registration statement on Form F-3 (File No. 333-296481)
filed with the SEC on June 4, 2026 and declared effective by the SEC on June 10, 2026, to the extent not superseded by documents or reports
subsequently filed or furnished.
EXHIBIT
INDEX
| Exhibit
No. |
|
Description |
| 10.1* |
|
Sale and Purchase Agreement, dated July 17, 2026 |
| 99.1* |
|
Press Release, dated July 17, 2026 |
| * |
Incorporated
by reference to the Report on Form 6-K furnished with the SEC on July 17, 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, thereunto duly authorized.
| MKDWELL
Tech Inc. |
|
| |
|
|
| By: |
/s/
Ming-Chia Huang |
|
| Name: |
Ming-Chia
Huang |
|
| Title: |
Chief
Executive Officer and Director |
|
| |
|
|
| Date: |
August
20, 2026 |
|
