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 ☐
On
June 9, 2026, Mingteng International Corporation Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase
Agreement”) with certain institutional investors (the “Purchasers”), pursuant to which the Company agreed
to issue and sell, in a registered direct offering (the “Offering”): (i) 501,834 Class A ordinary shares
of the Company, par value $0.00005 per share (the “Class A Ordinary Shares”) (the “Shares”), at a purchase price
of $2.00 per Share; and (ii) pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 629,170 Class A Ordinary Shares,
at a purchase price of $1.99995 per Pre-Funded Warrant (equal to the $2.00 purchase price per Share, less the $0.00005 per share exercise
price of the Pre-Funded Warrants).
The Offering was closed on June 10, 2026. The Company received approximately $2.26 million in gross proceeds from the Offering, before deducting placement agent fees and estimated offering expenses. The Company intends to use the net proceeds from
the Offering for working capital and general corporate purposes.
The
Pre-Funded Warrants were sold to the Purchasers whose purchase of the Shares in the Offering would otherwise have resulted
in the Purchasers, together with their affiliates and certain related parties, beneficially owning more than 4.99% or 9.99% (as applicable
to the relevant Purchaser) of the outstanding issued and outstanding Class A Ordinary Shares of the Company following the consummation
of the Offering. Each Pre-Funded Warrant represents the right to purchase one Class A Ordinary Share at an exercise
price of $0.00005 per share. The Pre-Funded Warrants are exercisable immediately and may be exercised at any time until the Pre-Funded
Warrants are exercised in full (subject to the beneficial ownership limitation described above). All of the Pre-Funded Warrants were
exercised in full on June 9, 2026, and the Company issued an aggregate of 629,170 Class A Ordinary Shares upon exercise thereof on June
10, 2026.
The
Purchase Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification
obligations of the Company, other obligations of the parties, and termination provisions. In connection with the Offering,
the shareholders listed on the schedule to the Purchase Agreement (including the Company’s directors and executive officers) entered
into lock-up agreements with the Placement Agent, pursuant to which they agreed not to sell or transfer any of the Company’s securities
that they hold, subject to certain customary exceptions, during the 60-day period following the closing of the Offering.
The
Shares, the Pre-Funded Warrants and the Class A Ordinary Shares underlying the Pre-Funded Warrants were offered by the Company pursuant
to a shelf registration statement on Form F-3 (File No. 333-287843) (the “Registration Statement”), previously filed with
and declared effective by the Securities and Exchange Commission (the “Commission”) on November 18, 2026, the base prospectus
filed as part of the Registration Statement, and the prospectus supplement dated June 10, 2026 (the “Prospectus Supplement”).
On June 9, 2026, the Company entered into a placement agency agreement
(the “Placement Agency Agreement”) with FT Global Capital, Inc. (“FT Global” or the “Placement Agent”),
pursuant to which the Company engaged FT Global as the exclusive placement agent in connection with the Offering. The Placement Agent
agreed to use its reasonable best efforts to arrange for the sale of the Shares and the Pre-Funded Warrants. Under the Placement Agency
Agreement, the Company agreed to pay the Placement Agent a cash placement agent fee equal to 7.0% of the aggregate gross proceeds raised
in the Offering, and to reimburse the Placement Agent for certain of its Offering related expenses in an amount not to exceed $110,000.
The foregoing summaries of the the Pre-Funded Warrants, Purchase Agreement
and the Placement Agency Agreement do not purport to be complete and are subject to, and qualified in their entirety by, such documents
filed as Exhibits 4.1, 10.1 and 10.2, respectively, hereto and incorporated by reference herein. Copies of the pricing press release and
closing press release related to the Offering are furnished as Exhibit 99.1 and 99.2 hereto and is incorporated by reference herein.
Copies
of the opinion of Mourant Ozannes (Cayman) LLP, Cayman Islands counsel to the Company, and the opinion of Ortoli Rosenstadt LLP, U.S.
counsel to the Company, relating to the legality of the issuance and sale of the Shares and the Pre-Funded Warrants, respectively, are
filed as Exhibits 5.1 and 5.2 hereto, respectively.
This
Report is incorporated by reference into the Registration Statement on Form F-3 (File No. 333-287843) of the Company, filed with the
Commission, to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports
subsequently filed or furnished.
This
Report shall not constitute an offer to sell any securities or a solicitation of an offer to buy any securities, nor shall there be any
sale of any securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such state or jurisdiction.
Forward-Looking
Statements:
This
Report contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation
Reform Act of 1995 and other Federal securities laws. For example, the Company is using forward-looking statements when it discusses
the closing of the Registered Direct Offering and the anticipated use of proceeds therefrom. All statements other than statements of
historical facts included in this Report are forward-looking statements. Forward-looking statements are neither historical facts nor
assurances of future performance. Instead, they are based only on the Company’s current beliefs, expectations and assumptions regarding
the future of its business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions.
Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances
that are difficult to predict and many of which are outside of the Company’s control. The Company’s actual results and financial
condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these
forward-looking statements. Important factors that could cause the Company’s actual results and financial condition to differ materially
from those indicated in the forward-looking statements include the risks and uncertainties described in the Company’s annual report
on Form 20-F for the year ended December 31, 2025, filed with the Commission on April 30, 2026, and the Company’s other filings
with the Commission. The Company undertakes no obligation to publicly update any forward-looking statement, whether written or oral,
that may be made from time to time, whether as a result of new information, future developments or otherwise.
Exhibit
Index
| Exhibit
No. |
|
Description |
| 4.1 |
|
Form of Pre-Funded Warrant |
| 5.1 |
|
Opinion of Mourant Ozannes (Cayman) LLP |
| 5.2 |
|
Opinion of Ortoli Rosenstadt LLP |
| 10.1 |
|
Form
of Securities Purchase Agreement, dated June 9, 2026, by and among the Company and the purchasers thereto |
| 10.2 |
|
Placement Agent Agreement, dated June 9, 2026 |
| 23.1 |
|
Consent of Mourant Ozannes (Cayman) LLP (included in Exhibit 5.1) |
| 23.2 |
|
Consent of Ortoli Rosenstadt LLP (included in Exhibit 5.2) |
| 99.1 |
|
Press Release on Pricing of the Company’s Registered Direct Offering |
| 99.2 |
|
Press Release on Closing of the Company’s Registered Direct Offering |
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 10, 2026 |
Mingteng
International Corporation Inc. |
| |
|
|
| |
By: |
/s/
Yingkai Xu |
| |
Name: |
Yingkai
Xu |
| |
Title: |
Chief
Executive Officer |
Exhibit
99.1
Mingteng
International Corporation Inc. Announces Pricing of $2.26 Million Registered Direct Offering
Jiangsu,
China, June 09, 2026 (GLOBE NEWSWIRE) -- Mingteng International Corporation Inc. (Nasdaq: MTEN) (the “Company”) today announced
that it has entered into a securities purchase agreement with certain institutional investors for the sale of up to 1,131,004 Class A
ordinary shares, par value $0.00005 per share (“Class A Ordinary Shares”), at a purchase price of $2.00 per share, and pre-funded
warrants to purchase Class A Ordinary Shares at an original exercise price of $2.00, with $1.99995 of the original exercise price pre-funded
at the closing, and a remaining exercise price of $0.00005 per Class A Ordinary Share.
The
gross proceeds from the offering are expected to be approximately $2.26 million, before deducting placement agent fees and other offering
expenses.
The
Company expects to use the net proceeds from this offering for working capital and general corporate purposes.
The
offering is expected to close on or about June 10, 2026, subject to the satisfaction of customary closing conditions.
FT
Global Capital, Inc. is acting as the exclusive placement agent for the offering.
The
offering is being made pursuant to the Company’s “shelf” registration statement on Form F-3 (File No. 333- 287843),
initially filed with the U.S. Securities and Exchange Commission (the “SEC”) on June 6, 2025 and declared effective on June
25, 2025, as amended by Post-Effective Amendment No. 1 filed on October 7, 2025 and Post-Effective Amendment No. 2 filed on October 24,
2025, and declared effective by the SEC on November 18, 2025. A prospectus supplement and accompanying base prospectus describing the
terms of the offering will be filed with the SEC and will be available on the SEC’s website at www.sec.gov.
This
press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale
of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or jurisdiction.
Safe
Harbor Statement
This
press release contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S.
Private Securities Litigation Reform Act of 1995. Statements that are not historical facts, including those regarding Mingteng International
Corporation Inc.’s beliefs and expectations about its business strategy, growth outlook, and operational plans are forward-looking
statements. Forward-looking statements involve inherent risks and uncertainties. Several factors could cause actual results to differ
materially from those contained in any forward-looking statement. These factors include, but are not limited to: (i) capital and credit
market volatility, (ii) local and global economic conditions, (iii) anticipated growth strategies and integration plans, (iv) regulatory
changes or governmental approvals, and (v) future business development, operational results, and financial performance of Mingteng International
Corporation Inc.. In some cases, forward-looking statements can be identified by words or phrases such as “may,” “will,”
“expect,” “anticipate,” “target,” “aim,” “estimate,” “intend,”
“plan,” “believe,” “potential,” “continue,” “is/are likely to,” or other
similar expressions. All information provided in this press release is as of the date of this press release, and Mingteng International
Corporation Inc. undertakes no obligation to update such information, except as required under applicable law.
About
Mingteng International Corporation Inc.
Based
in China, Mingteng International Corporation Inc. is an automotive mold developer and supplier that focuses on molds used in auto
parts. The Company provides customers with comprehensive and personalized mold services, covering mold design and development, mold production,
assembly, testing, repair and after-sales service. With its production plant located in Wuxi, China, the Company aims to build a systematic
solution for automobile mold services and create a personalized and integrated “Turnkey Project” for customers. The Company’s
main products are casting molds for turbocharger systems, braking systems, steering and differential system, and other automotive system
parts. The Company also produces molds for new energy electric vehicle motor drive systems, battery pack systems, and engineering hydraulic
components, which are widely used in automobile, construction machinery and other manufacturing industries. For more information, please
visit the Company’s website: https://ir.wxmtmj.cn/.
For
investor and media inquiries, please contact:
Mingteng
International Corporation Inc.
Investor
Relations Department
Email: ir@wxmtmj.cn
Exhibit 99.2
Mingteng International
Corporation Inc. Announces Closing of $2.26 Million Registered Direct Offering
Jiangsu, China, June 10, 2026 (GLOBE NEWSWIRE) -- Mingteng International
Corporation Inc. (Nasdaq: MTEN) (the “Company”) today announced the closing of its previously announced registered direct
offering of 1,131,004 Class A ordinary shares, par value $0.00005 per share (“Class A Ordinary Shares”), at a purchase price
of $2.00 per share, and pre-funded warrants to purchase Class A Ordinary Shares at an original exercise price of $2.00, with $1.99995
of the original exercise price pre-funded at the closing, and a remaining exercise price of $0.00005 per Class A Ordinary Share.
The gross proceeds from the offering were approximately $2.26 million,
before deducting placement agent fees and other offering expenses.
The Company intends to use the net proceeds from this offering for
working capital and general corporate purposes.
The offering closed on June 10, 2026.
FT Global Capital, Inc. is acting as the exclusive placement agent
for the offering.
The offering was made pursuant to the Company’s “shelf”
registration statement on Form F-3 (File No. 333- 287843), initially filed with the U.S. Securities and Exchange Commission (the “SEC”)
on June 6, 2025 and declared effective on June 25, 2025, as amended by Post-Effective Amendment No. 1 filed on October 7, 2025 and Post-Effective
Amendment No. 2 filed on October 24, 2025, and declared effective by the SEC on November 18, 2025. A prospectus supplement and accompanying
base prospectus describing the terms of the offering has been filed with the SEC and is available on the SEC’s website at www.sec.gov.
This press release shall not constitute an offer to sell or the solicitation
of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation,
or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Safe Harbor Statement
This press release contains forward-looking statements. These statements
are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. Statements that
are not historical facts, including those regarding Mingteng International Corporation Inc.’s beliefs and expectations about its
business strategy, growth outlook, and operational plans are forward-looking statements. Forward-looking statements involve inherent risks
and uncertainties. Several factors could cause actual results to differ materially from those contained in any forward-looking statement.
These factors include, but are not limited to: (i) capital and credit market volatility, (ii) local and global economic conditions, (iii)
anticipated growth strategies and integration plans, (iv) regulatory changes or governmental approvals, and (v) future business development,
operational results, and financial performance of Mingteng International Corporation Inc.. In some cases, forward-looking statements can
be identified by words or phrases such as “may,” “will,” “expect,” “anticipate,” “target,”
“aim,” “estimate,” “intend,” “plan,” “believe,” “potential,” “continue,”
“is/are likely to,” or other similar expressions. All information provided in this press release is as of the date of this
press release, and Mingteng International Corporation Inc. undertakes no obligation to update such information, except as required under
applicable law.
About Mingteng International Corporation Inc.
Based in China, Mingteng International Corporation Inc. is an automotive
mold developer and supplier that focuses on molds used in auto parts. The Company provides customers with comprehensive and personalized
mold services, covering mold design and development, mold production, assembly, testing, repair and after-sales service. With its production
plant located in Wuxi, China, the Company aims to build a systematic solution for automobile mold services and create a personalized and
integrated “Turnkey Project” for customers. The Company’s main products are casting molds for turbocharger systems,
braking systems, steering and differential system, and other automotive system parts. The Company also produces molds for new energy electric
vehicle motor drive systems, battery pack systems, and engineering hydraulic components, which are widely used in automobile, construction
machinery and other manufacturing industries. For more information, please visit the Company’s website: https://ir.wxmtmj.cn/.
For investor and media inquiries, please contact:
Mingteng International Corporation Inc.
Investor Relations Department
Email: ir@wxmtmj.cn
