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 August 2026
Commission File Number: 001-43444
SunScout Holding Limited
112 Kaimanawa Street, Kelvin Grove
Palmerston North 4414, New Zealand
+64 27 230 0946
(Address of principal executive offices)
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 August 13, 2026, SunScout Holding Limited (the
“Company”) closed its initial public offering (the “IPO” or the “Offering”) of 3,100,000 Class A ordinary
shares, par value US$0.0001 per share (the “Class A Ordinary Shares”). The Company completed the IPO pursuant to its registration
statement on Form F-1 (File
No. 333-295248), originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 22, 2026 (as amended,
the “Registration Statement”). The Registration Statement was declared effective by the SEC on August 11, 2026. The Class
A Ordinary Shares were priced at US$5.00 per share, and the Offering was conducted on a firm commitment basis. The Class A Ordinary Shares
were previously approved for listing on the NYSE American and NYSE Texas and commenced trading under the ticker symbol “SNSC”
on August 12, 2026.
In connection with the IPO, the Company entered
into an underwriting agreement, dated August 11, 2026, with Dominari Securities LLC, as representative of the several underwriters named
on Schedule A thereto (the “Representative”) (the “Underwriting Agreement”), a copy of which is attached as Exhibit
10.1 hereto and incorporated herein by reference. The foregoing summary of the terms of the Underwriting Agreement is subject to, and
qualified in its entirety by, such document.
In connection with the
IPO, the Company issued a press release on August 11, 2026 announcing the pricing of the Offering and a press release on August 13, 2026
announcing the closing of the Offering, respectively. Copies of the two press releases are attached hereto as Exhibits 99.1 and 99.2,
respectively, and are incorporated by reference herein.
This report does not constitute an offer to sell,
or the solicitation of an offer to buy, 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 the registration or qualification under the securities laws of any such state or jurisdiction.
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: August 13, 2026
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SunScout Holding Limited |
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By: |
/s/ Edwin Cywinski |
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Name: |
Edwin Cywinski |
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Title: |
Chief Executive Officer, Chairman of the Board and Executive Director (Principal Executive Officer) |
EXHIBIT INDEX
| Exhibit No. |
|
Description |
| 10.1 |
|
Underwriting Agreement dated August 11, 2026 by and among the Company and the underwriters named therein |
| 99.1 |
|
Press Release on Pricing of the Company’s Initial Public Offering |
| 99.2 |
|
Press Release on Closing of the Company’s Initial Public Offering |
Exhibit 99.1
SunScout Holding Limited Announces Pricing of
US$15.5 Million Initial Public Offering
Palmerston North, New Zealand, August 12, 2026
(GLOBE NEWSWIRE) -- SunScout Holding Limited (“SunScout” or the “Company”), a clean-technology company developing
and commercializing autonomous, solar-powered robotic mowers and related solar energy solutions, today announced the pricing of its
initial public offering (the “Offering”) of 3,100,000 Class A ordinary shares at a public offering price of US$5.00 per ordinary
share. The Class A ordinary shares have been approved for dual listing on the NYSE American and NYSE Texas and are expected to commence
trading on August 12, 2026 under the ticker symbol “SNSC.”
The Company expects to receive aggregate gross
proceeds of US$15.5 million from the Offering, before deducting underwriting discounts and other related expenses. In addition, the Company
has granted the underwriters an over-allotment option, exercisable within 45 days after the closing of the Offering, to purchase up to
an additional 465,000 Class A ordinary shares at the public offering price, less underwriting discounts. The Offering is expected to close
on or about August 13, 2026, subject to the satisfaction of customary closing conditions.
Proceeds from the Offering will be used for: (i)
establishing a manufacturing plant in Austin, Texas; (ii) marketing and promotion campaigns; (iii) product development; (iv) inventory;
(v) repayment of one loan; (vi) payment under the membership purchase agreement for the acquisition of Brightway Energy LLC; and (vii)
working capital.
The Offering is being conducted on a firm commitment
basis. Dominari Securities LLC is acting as the lead underwriter and Revere Securities LLC as the co-underwriter (collectively, the “Underwriters”)
for the Offering. Ortoli Rosenstadt LLP is acting as U.S. counsel to the Company, and Hunter Taubman Fischer & Li LLC is acting as
U.S. securities counsel to the Underwriters in connection with the Offering.
A registration statement on Form F-1 relating
to the Offering was filed with the U.S. Securities and Exchange Commission (the “SEC”) (File Number: 333-295248), as amended,
and was declared effective by the SEC on August 11, 2026. The Offering is being made only by means of a prospectus, forming a part of
the registration statement. Copies of the final prospectus relating to the Offering, when available, may be obtained from Dominari Securities
LLC by standard mail to 725 Fifth Avenue, 23rd Floor, New York, NY 10022, via email at info@dominarisecurities.com, or by telephone at
+1 (212) 393-4500, or from Revere Securities LLC by standard mail to 560 Lexington Avenue, 16th Floor, New York, NY 10022, via
email at contact@reveresecurities.com, or by telephone at +1 (212) 688-2350. In addition, copies of the final prospectus relating to the
Offering, when available, may be obtained via the SEC’s website at www.sec.gov.
Before you invest, you should read the prospectus
and other documents the Company has filed or will file with the SEC for more information about the Company and the Offering. This press
release does not constitute an offer to sell, or the solicitation of an offer to buy any of the Company’s securities, nor shall
such securities be offered or sold in the United States absent registration or an applicable exemption from registration, nor shall there
be any offer, solicitation or sale of any of the Company’s 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 such state or jurisdiction.
About SunScout Holding Limited
SunScout Holding Limited is a clean-technology
company engaged in the design, development, manufacturing, and commercialization of autonomous, solar-powered robotic mowers and related
solar energy solutions. Powered entirely by solar energy through the Company’s proprietary deployable solar array (“DSA”)
technology, SunScout’s robotic mowers operate independently of the electrical grid and feature autonomous navigation and AI-powered obstacle
avoidance. SunScout also provides solar power development solutions, as well as engineering products and services, including precision
fabrication, mechanical engineering, and project management. SunScout’s mission is to eliminate reliance on fossil fuels in outdoor
maintenance and mobile machinery, beginning with lawn care and expanding into adjacent applications. For more information, please visit
the Company’s website: https://www.snsc.ai.
Forward-Looking Statements
Certain statements in this announcement are forward-looking
statements, including, but not limited to, the Company’s proposed offering. These forward-looking statements involve known and unknown
risks and uncertainties and are based on the Company’s current expectations and projections about future events that the Company
believes may affect its financial condition, results of operations, business strategy, and financial needs, including the expectation
that the proposed Offering will be successfully completed. Investors can find many (but not all) of these statements by the use of words
such as “believe,” “plan,” “expect,” “intend,” “should,” “seek,”
“estimate,” “will,” “aim” and “anticipate,” or other similar expressions in this announcement.
The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events
or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations
expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct,
and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to
review other factors that may affect its future results in the registration statement and other filings with the SEC. Additional factors
are discussed in the Company’s filings with the SEC, which are available for review at www.sec.gov.
For more information, please contact:
SunScout Holding Limited
Investor Relations Department
Email: investors@snsc.ai
Ascent Investor Relations LLC
Tina Xiao
Phone: +1-646-932-7242
Email: investors@ascent-ir.com
Exhibit 99.2
SunScout Holding Limited Announces Closing of
US$15.5 Million Initial Public Offering
Palmerston North, New Zealand, August 13, 2026
(GLOBE NEWSWIRE) -- SunScout Holding Limited (NYSE American/NYSE Texas: SNSC) (“SunScout” or the “Company”), a
clean-technology company developing and commercializing autonomous, solar-powered robotic mowers and related solar energy solutions,
today announced the closing of its initial public offering (the “Offering”) of 3,100,000 Class A ordinary shares at a public
offering price of US$5.00 per ordinary share. The Class A ordinary shares began trading on the NYSE American and NYSE Texas on August
12, 2026 under the ticker symbol “SNSC.”
The Company received aggregate gross proceeds
of US$15.5 million from the Offering, before deducting underwriting discounts and other related expenses. In addition, the Company has
granted the underwriters an over-allotment option, exercisable within 45 days after the closing of the Offering, to purchase up to an
additional 465,000 Class A ordinary shares at the public offering price, less underwriting discounts.
Proceeds from the Offering will be used for: (i)
establishing a manufacturing plant in Austin, Texas; (ii) marketing and promotion campaigns; (iii) product development; (iv) inventory;
(v) repayment of one loan; (vi) payment under the membership purchase agreement for the acquisition of Brightway Energy LLC; and (vii)
working capital.
The Offering was conducted on a firm commitment
basis. Dominari Securities LLC acted as the lead underwriter and Revere Securities LLC as the co-underwriter (collectively, the “Underwriters”)
for the Offering. Ortoli Rosenstadt LLP acted as U.S. counsel to the Company, and Hunter Taubman Fischer & Li LLC acted as U.S. securities
counsel to the Underwriters in connection with the Offering.
A registration statement on Form F-1 relating
to the Offering was filed with the U.S. Securities and Exchange Commission (the “SEC”) (File Number: 333-295248), as amended,
and was declared effective by the SEC on August 11, 2026. The Offering was made only by means of a prospectus, forming a part of the registration
statement. Copies of the final prospectus relating to the Offering may be obtained from Dominari Securities LLC by standard mail to 725
Fifth Avenue, 23rd Floor, New York, NY 10022, via email at info@dominarisecurities.com, or by telephone at +1 (212) 393-4500, or from
Revere Securities LLC by standard mail to 560 Lexington Avenue, 16th Floor, New York, NY 10022, via email at contact@reveresecurities.com,
or by telephone at +1 (212) 688-2350. In addition, copies of the final prospectus relating to the Offering may be obtained via the SEC’s
website at www.sec.gov.
This press release does not constitute an offer
to sell, or the solicitation of an offer to buy any of the Company’s securities, nor shall such securities be offered or sold in
the United States absent registration or an applicable exemption from registration, nor shall there be any offer, solicitation or sale
of any of the Company’s 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 such state or jurisdiction.
About SunScout Holding Limited
SunScout Holding Limited is a clean-technology
company engaged in the design, development, manufacturing, and commercialization of autonomous, solar-powered robotic mowers and related
solar energy solutions. Powered entirely by solar energy through the Company’s proprietary deployable solar array (“DSA”)
technology, SunScout’s robotic mowers operate independently of the electrical grid and feature autonomous navigation and AI-powered obstacle
avoidance. SunScout also provides solar power development solutions, as well as engineering products and services, including precision
fabrication, mechanical engineering, and project management. SunScout’s mission is to eliminate reliance on fossil fuels in outdoor
maintenance and mobile machinery, beginning with lawn care and expanding into adjacent applications. For more information, please visit
the Company’s website: https://www.snsc.ai.
Forward-Looking Statements
Certain statements in this announcement are forward-looking
statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company’s current
expectations and projections about future events that the Company believes may affect its financial condition, results of operations,
business strategy, and financial needs. Investors can find many (but not all) of these statements by the use of words such as “believe,”
“plan,” “expect,” “intend,” “should,” “seek,” “estimate,” “will,”
“aim” and “anticipate,” or other similar expressions in this announcement. The Company undertakes no obligation
to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its
expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking
statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors
that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect
its future results in the registration statement and other filings with the SEC. Additional factors are discussed in the Company’s
filings with the SEC, which are available for review at www.sec.gov.
For more information, please contact:
SunScout Holding Limited
Investor Relations Department
Email: investors@snsc.ai
Ascent Investor Relations LLC
Tina Xiao
Phone: +1-646-932-7242
Email: investors@ascent-ir.com
