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.
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 |
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 |
