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 July 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 ☐
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.
EXHIBIT
INDEX
| Exhibit
No. |
|
Description |
| 10.1 |
|
Sale and Purchase Agreement, dated July 17, 2026 |
| 99.1 |
|
Press Release, dated 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: |
July
17, 2026 |
|
Exhibit
99.1
MKDWELL
Tech Inc. to Acquire Premium Smart-Home and IoT Group, Diversifying Beyond Automotive Electronics
Hsinchu,
Taiwan, July 17, 2026 (GLOBE NEWSWIRE) — MKDWELL Tech Inc. (“MKDWELL” or the “Company”) (Nasdaq:
MKDW), an automotive electronics manufacturer, today announced that it has entered into a sale and purchase agreement (the “Agreement”)
to acquire the entire issued share capital of Landvision Inc. (“Landvision BVI”), a British Virgin Islands holding
company that owns 100% of Landvision Technology Limited (“Landvision HK”), a fast-growing developer and supplier of
AI-enabled smart-home and Internet-of-Things (“IoT”) products. The acquisition (the “Acquisition”)
will be satisfied entirely through the issuance of new shares of the Company, and represents a strategic step to diversify MKDWELL’s
business and broaden its technology platform into the high-growth consumer smart-home sector.
Landvision
HK is engaged in the design, development and supply of premium smart-home and connected-device products across three principal business
lines: smart-home security products, including smart locks and smart door hardware built on self-developed connectivity platforms
— certain of which are Matter-certified for cross-brand interoperability with leading ecosystems — supplied both under its
own brands and to major international retailers; cooling appliances; and original equipment manufacturer (“OEM”) and
original design manufacturer (“ODM”) solutions for international brand and retail customers.
MKDWELL
believes the Acquisition will diversify the Company beyond its established automotive electronics business, which is subject to industry
cyclicality, into the consumer smart-home and IoT market — a sector that the Company believes continues to benefit from rising
household adoption, the standardization of cross-brand interoperability through the Matter protocol, and the rapid expansion of online
retail channels. The Company further believes the two businesses share complementary strengths in embedded control electronics, sensor
integration, and ODM/OEM manufacturing supported by an established Greater China supply chain, and that the combination will enhance
the scale, profitability and growth profile of the enlarged group.
Under
the terms of the Agreement, the Company will issue an aggregate of 30,000,000 new ordinary shares at an issue price of US$8.00 per share,
representing an aggregate consideration of US$240,000,000, to the selling shareholders of Wonder Kid. Upon completion, the new shares
will represent approximately 87.72% of the Company’s enlarged issued ordinary shares. Certain of the selling shareholders, holding
in aggregate 26,000,000 of the new shares, have agreed to a staggered lock-up, with 20% released after six months, a further 20% after
twelve months, a further 20% after eighteen months, and the remaining 40% after twenty-four months. The Company has also agreed to grant
customary registration rights and to use its best endeavours to file a registration statement on Form F-1 within three months after completion
to register the resale of the new shares.
Following
completion, by virtue of an acting-in-concert arrangement between Mr. Ming-Chia Huang, the Company’s Chief Executive Officer and
controlling shareholder, and certain of the selling shareholders, Mr. Huang, together with the parties acting in concert with him, will
control a majority of the Company’s voting rights and will remain the controlling shareholder of the Company. Completion of the
Acquisition is subject to the satisfaction of customary closing conditions and is expected to occur on or around August, 2026.
Mr.
Ming-Chia Huang, Chief Executive Officer of MKDWELL, said: “ The acquisition of Landvision marks a defining step in MKDWELL’s
evolution from a focused automotive electronics manufacturer into a diversified intelligent-device group. Landvision’s premium
smart-home and IoT portfolio, its Matter-certified product platform and its rapidly scaling retail and e-commerce channels are a natural
extension of our embedded-electronics and sensor expertise, and we are confident this combination will create meaningful, long-term value
for our shareholders.”
About
MKDWELL Tech Inc.
Through
our operating subsidiaries, we are a manufacturer and supplier of automotive electronics for passenger cars, modified commercial vehicles,
camper vans and logistics vehicles. Our business coverage extends across the spectrum of research and development, design, production
and sales of automotive electronic products. Our main products are intelligent camper vans control systems, LiDAR sensors, intelligent
container control systems for logistics vehicles, vehicle seat control system, and we provide customers with ODM and OEM customized services.
We design, manufacture and supply our products to our customers through our design center located in Hsinchu Science Park, Taiwan and
our manufacturing plant in Jiaxing Science and Technology City, Jiaxing City, Zhejiang Province, China. Our customers are mainly based
in Mainland China and Taiwan.
Safe
Harbor Statement
This
press release contains forward-looking statements. These statements are made under the “safe harbor” provisions of the US
Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,”
“expects,” “anticipates,” “future,” “intends,” “plans,” “believes,”
“estimates” and similar statements. Among other things, the business outlook and quotations from management in this announcement,
as well as MKDWELL Tech Inc.’s strategic and operational plans, contain forward-looking statements. MKDWELL Tech Inc. may also
make written or oral forward-looking statements in its periodic reports to the US Securities and Exchange Commission (“SEC”)
on Forms 20-F and 6-K, in its annual report to shareholders, in press releases and other written materials and in oral statements made
by its officers, directors or employees to third parties. Statements that are not historical facts, including statements about MKDWELL
Tech Inc.’s beliefs and expectations, such as expectations with regard to revenue, are forward-looking statements. Forward-looking
statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained
in any forward-looking statement, including but not limited to the following: the Company’s ability to complete and integrate the
acquisition described herein and to realize its anticipated benefits; fluctuations in the Company’s quarterly operating results;
competition in its industry; changing macroeconomic and geopolitical conditions, including evolving international trade policies and
the implementation of increased tariffs, import restrictions, and retaliatory trade actions; and relevant government policies and regulations
relating to the Company. Further information regarding these and other risks is included in the Company’s filings with the SEC.
The Company undertakes no obligation to update any forward-looking statement, except as required under applicable law.
For
further information, please contact:
MKDWELL
Tech Inc.
Email:
ir@mkdwell.com
