Mingteng waives lock-up, plans resale registration

Mingteng International Corporation Inc. has waived a 180-day lock-up restriction on Class A ordinary shares previously sold under its April 2026 Securities Purchase Agreement.

Rhea-AI Filing Summary

Mingteng International Corporation Inc. has waived a 180-day lock-up restriction on Class A ordinary shares previously sold under its April 2026 Securities Purchase Agreement. Purchasers are now free to transfer these shares under the usual federal and state securities law requirements, including Rule 144 and Regulation S.

The company also signed a Registration Rights Agreement, committing to file a resale registration statement on Form F-1 or Form F-3 within 180 calendar days after June 29, 2026. Mingteng will keep this registration effective until the covered securities are sold or freely tradable under Rule 144 and will bear related registration and filing costs, while purchasers cover their own brokerage and selling expenses.

Insights

Capital markets & securities lawyer

Lock-up is lifted and resale registration promised, giving investors earlier liquidity.

Mingteng International Corporation Inc. waived its 180-day lock-up for purchasers of Class A ordinary shares from the April 2026 financing. This allows those holders to transfer or resell earlier, but still only in compliance with Rule 144, Regulation S, and other SPA provisions.

The new Registration Rights Agreement requires Mingteng to file a Form F-1 or F-3 resale registration within 180 days after June 29, 2026 and to keep it effective through the defined Effectiveness Period. Mingteng will pay registration-related costs, which is standard, while purchasers pay their own selling commissions. Actual market impact depends on how many holders choose to sell once registration is effective.

Key Figures

Original lock-up period: 180 days Effective Date: June 29, 2026 Registration filing deadline: 180 calendar days

3 metrics

Original lock-up period 180 days Lock-up following the April 17, 2026 SPA closing

Effective Date June 29, 2026 Date Waiver and Registration Rights Agreement became effective

Registration filing deadline 180 calendar days Time after June 29, 2026 to file resale registration

Key Terms

Lock-Up Period, Registration Rights Agreement, Rule 144, Regulation S, +1 more

5 terms

Lock-Up Period financial

"The Securities purchased were subject to a lock-up restriction for a period of 180 days..."

A lock-up period is a fixed time after a stock offering during which company insiders and early investors are legally barred from selling their shares. It matters because when that restriction expires a large block of previously locked-up shares can enter the market at once, potentially lowering the stock price or spiking trading volume—like opening a floodgate—so investors monitor these dates to anticipate price moves and manage risk.

Registration Rights Agreement regulatory

"Pursuant to the Registration Rights Agreement, the Company is required... to prepare and file..."

A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.

Rule 144 regulatory

"Any transfer or resale of the Securities... remains subject to ... Rule 144 under the Securities Act..."

Rule 144 is a U.S. securities regulation that sets conditions under which restricted or insider-held shares can be legally resold to the public, such as required holding periods, availability of public information, limits on how much can be sold at once, and certain filing requirements. For investors it matters because it determines when previously locked-up shares can enter the market — like a release valve that can increase supply, affect share price, and signal insider intent.

Regulation S regulatory

"...subject to applicable federal and state securities laws, including Rule 144... and Regulation S thereunder..."

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.

Effectiveness Period regulatory

"...without the requirement for the Company to be in compliance with the current public information requirement under Rule 144... (the "Effectiveness Period")."

FAQ

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

What did Mingteng International (MTEN) change about its lock-up restrictions?

Mingteng International waived the 180-day lock-up on Class A ordinary shares sold under its April 2026 Securities Purchase Agreement. Purchasers may now transfer or resell those shares, subject to federal and state securities laws, Rule 144, Regulation S, and other SPA provisions.

What is the new Registration Rights Agreement for Mingteng International (MTEN)?

The Registration Rights Agreement requires Mingteng to file a resale registration statement on Form F-1 or F-3 for all unregistered securities from the April 2026 deal. The offering will be on a continuous basis, facilitating public resales by the original purchasers over time.

When must Mingteng International (MTEN) file the resale registration statement?

Mingteng must prepare and file the resale registration statement within 180 calendar days after the Effective Date of June 29, 2026. This timetable sets a clear outside deadline for enabling registered public resales of the previously issued Class A ordinary shares by the purchasers.

How long will Mingteng International (MTEN) keep the resale registration effective?

Mingteng must keep the resale registration statement effective through an Effectiveness Period. This lasts until all covered securities are sold under the statement or Rule 144, or can be sold under Rule 144 without volume or manner-of-sale limits and without a current public information requirement.

Who pays the costs under Mingteng International’s (MTEN) Registration Rights Agreement?

Mingteng will pay all fees and expenses related to its registration obligations, including SEC registration fees, filing fees, legal fees, and printing costs. The purchasers are responsible for their own brokerage commissions and similar selling expenses when they dispose of their registered securities.

Does Mingteng International (MTEN) have other material relationships with the purchasers?

The company states there were no material relationships with the purchasers beyond the Waiver, the Registration Rights Agreement, and the original Securities Purchase Agreement. The agreements contain customary representations, warranties, covenants, and indemnification obligations between Mingteng and the purchasers.

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

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Accepted by SEC EDGAR 06/30/2026 - 05:21 PM 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 June 2026

Commission File Number: 001-42024

Mingteng International Corporation Inc.

No. 10 Fushi Road, Luoshe Town, Huishan District,

Wuxi, Jiangsu Province, China 214000

(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 ☐

INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K

Lock-Up Waiver and Registration Rights Agreement

On June 29, 2026 (the “Effective Date”), Mingteng International Corporation Inc. (the “Company”) entered into (i) a Waiver Agreement and (ii) a Registration Rights Agreement, each with certain purchasers (collectively, the “Purchasers”) who had previously purchased Class A ordinary shares, par value $0.00005 per share, of the Company (the “Securities”) pursuant to that certain Securities Purchase Agreement, dated as of April 13, 2026, between the Company and the Purchasers (the “SPA”), which closed on April 17, 2026.

Waiver Agreement

The Securities purchased were subject to a lock-up restriction for a period of 180 days following the closing date of the SPA (the “Lock-Up Period”). Pursuant to the Waiver Agreement, effective as of the Effective Date, the Company has waived the lock-up restriction set forth in Section 5(b) of the SPA with respect to the Securities held by each Purchaser. The Waiver applies solely to the contractual transfer restriction in Section 5(b) of the SPA and does not waive, amend, modify or affect any other covenant, agreement, restriction or obligation under the SPA or any other transaction document.

Any transfer or resale of the Securities following the Effective Date remains subject to applicable federal and state securities laws, including Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), and Regulation S thereunder, as well as all other applicable provisions of the SPA.

Registration Rights Agreement

Pursuant to the Registration Rights Agreement, the Company is required, on or prior to the date that is 180 calendar days following the Effective Date, to prepare and file with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement on Form F-1 or Form F-3, to the extent the Company is then eligible to use such form, covering the resale of all of the Securities that are not then registered on an effective registration statement, for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act (the “Resale Registration Statement”).

The Company is required to keep the Resale Registration Statement continuously effective until the date on which all Securities covered thereby (i) have been sold pursuant to such registration statement or Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as applicable (the “Effectiveness Period”).

The Company is required to bear all fees and expenses incident to its registration obligations under the Registration Rights Agreement, including all SEC registration and filing fees, legal fees, printing expenses, and other customary costs, whether or not any Securities are sold pursuant to the Resale Registration Statement. The Purchasers will be responsible for their own brokerage commissions and similar selling expenses.

The registration rights granted under the Registration Rights Agreement are subject to certain conditions and limitations and are subject to customary indemnification and contribution provisions.

1

Certain Related Matters

The foregoing descriptions of the Waiver and the Registration Rights Agreement are qualified in their entirety by reference to the full text of the Waiver and the Registration Rights Agreement, copies of which are filed as Exhibits 10.1 and 10.2 to this Report on Form 6-K, respectively.

Other than in respect of the Waiver, the Registration Rights Agreement and the SPA, there were no material relationships between the Company or any of its affiliates, directors, officers, or associates, and any of the Purchasers.

The Waiver and the Registration Rights Agreement contain customary representations, warranties, covenants, and indemnification obligations. The representations, warranties, and covenants contained in such agreements were made only for purposes of such agreements and as of specific dates, were solely for the benefit of the parties to such agreements, and may be subject to limitations agreed upon by the contracting parties.

Exhibit Index

Exhibit No.		Description
10.1		Form of the Waiver Agreement, by and between Mingteng International Corporation Inc. and the Purchasers
10.2		Form of the Registration Rights Agreement, by and between Mingteng International Corporation Inc. and the Purchasers

2

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: June 30, 2026	Mingteng International Corporation Inc.
	By:	/s/ Yingkai Xu
	Name:	Yingkai Xu
	Title:	Chief Executive Officer

3

Filing Exhibits & Attachments

2 documents

Agreements & Contracts

• EX-10.1 FORM OF THE WAIVER AGREEMENT, BY AND BETWEEN MINGTENG INTERNATIONAL CORPORATION 11.3 KB
• EX-10.2 FORM OF THE REGISTRATION RIGHTS AGREEMENT, BY AND BETWEEN MINGTENG INTERNATIONAL 122.4 KB