LBGJ 6-K
Li Bang International Corp Inc. (LBGJ)
UNITEDSTATES
SECURITIESAND EXCHANGE COMMISSION
Washington,D.C. 20549
FORM6-K
REPORTOF FOREIGN PRIVATE ISSUER
PURSUANTTO RULE 13a-16 OR 15d-16
UNDERTHE SECURITIES EXCHANGE ACT OF 1934
Forthe month of July 2026
CommissionFile Number: 001-42378
LiBang International Corporation Inc.
(Exact Name of Registrant as Specified in its Charter)
No.190 Xizhang Road, Gushan Town
JiangyinCity, Jiangsu Province
People’sRepublic of China
+860510-81630030
(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 ☐
1-for-200Share Consolidation
On August 3, 2026, Li Bang International Corporation Inc., an exempted company incorporated in the Cayman Islands (the “Company”), effectuated a combination of all of the Company’s authorized and issued Class A ordinary shares and Class B ordinary shares at a ratio of one-for-two hundred (1-for-200), pursuant to shareholder approval at the Company’s Extraordinary General Meeting of Shareholders held on April 30, 2026 (the “Meeting”) and approval by the Company’s board of directors (“the “Board”) by unanimous written resolutions on July 22, 2026.
As previously reported, the Company’s shareholders approved, at the Meeting, (a) the Board to effectuate to effect a consolidation of the issued and unissued share capital of the Company at the ratio of one (1)-for-two hundred (200), whereby two hundred (200) ordinary shares of the Company be consolidated into one (1) ordinary share of the Company (the “Share Consolidation”), with the exact effective date of the Share Consolidation to be determined by the Board in its sole discretion within two (2) years after the date of the Meeting; (b) rounding up of any fractional shares resulting from the Share Consolidation to the next whole ordinary share; (c) adoption of the amended and restated memorandum of association of the Company, in substitution for, and to the exclusion of, the Company’s existing memorandum of association, to reflect the Share Consolidation; and (d) authorization of any director or officer of the Company to perform all such acts and execute all such documents, including under seal where applicable, as the Board considers necessary or desirable to give effect to the Share Consolidation and the transactions contemplated thereunder, including determining the exact effective date of the Share Consolidation and instructing the registered office provider of the Company to complete the necessary corporate record(s) and filing(s) to reflect the Share Consolidation.
The Share Consolidation became effective with The Nasdaq Stock Market LLC (“Nasdaq”) at the open of business on Monday, August 3, 2026. The Company’s Class A ordinary shares began to trade on Nasdaq on a consolidation-adjusted basis on August 3, 2026, and continue to trade under the existing symbol “LBGJ.” The new CUSIP number for the Class A ordinary shares following the Share Consolidation is G5480M128.
Upon the effectiveness of the Share Consolidation, every two hundred (200) shares of par value of USD0.00001 each of the Company’s issued and outstanding Class A ordinary shares and Class B ordinary shares as of the effective date were combined into one (1) Class A ordinary share and one (1) Class B ordinary share, respectively, each with par value of USD0.002. The Company’s authorized share capital changed, upon effectiveness of the Share Consolidation, to USD35,000 divided into 15,750,000 Class A ordinary shares and 1,750,000 Class B ordinary shares each with par value of USD0.002. Any fractional shares that would have otherwise resulted from the Share Consolidation would be rounded up to the next whole ordinary share and no fractional shares would be issued. The Share Consolidation affects all shareholders uniformly and has not altered any shareholder’s percentage interest in the Company’s outstanding ordinary shares, except for adjustments that may result from the rounding up of fractional shares.
As of the close of business on Friday, July 31, 2026, the Company had 119,643,455 Class A ordinary shares and 154,360 Class B ordinary shares issued and outstanding. Immediately upon the effectiveness of the Share Consolidation, these shares were consolidated into approximately 598,218 Class A ordinary shares and 772 Class B ordinary shares issued and outstanding on a post-consolidation basis, subject to fractional share rounding treatment.
As of the date of this Current Report on Form 6-K (this “Report”), the Company is in the process of obtaining the filed copy of the Amended and Restated Memorandum of Association from the Registrar of Companies in the Cayman Islands, which shall reflect the Share Consolidation in accordance with requirements under Cayman Islands law. A copy of the Amended and Restated Memorandum of Association is attached to this Report as Exhibit 3.1.
PressRelease Relating to the 1-for-200 Share Consolidation
On July 29, 2026, the Company published a press release entitled “Li Bang International Announces 1-for-200 Share Consolidation”, a copy of which is attached to this Report as Exhibit 99.1.
IncorporationBy Reference
This Report (excluding the press release dated July 29, 2026, attached hereto as Exhibit 99.1) is hereby incorporated by reference into the Company’s registration statement on Form F-3 (File No. 333-291772) (the “Registration Statement”), and into each prospectus or prospectus supplement outstanding under the Registration Statement, to the extent not superseded by documents or reports subsequently filed or furnished by the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
ExhibitIndex
| Exhibit No. | Description | |
|---|---|---|
| 3.1 | Amended and Restated Memorandum of Association of Li Bang International Corporation Inc. | |
| 99.1 | Press Release Dated July 29, 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, hereunto duly authorized.
| Li Bang International Corporation Inc. | ||
|---|---|---|
| Date:<br> August 5, 2026 | By: | /s/ Huang Feng |
| Huang<br> Feng | ||
| Chairman<br> of Board of Directors and Chief Executive Officer |
Exhibit3.1
THECOMPANIES ACT (REVISED)
OFTHE CAYMAN ISLANDS
AMENDEDAND RESTATED
MEMORANDUMOF ASSOCIATION
OF
LiBang International Corporation Inc.
(adoptedpursuant to Special Resolutions of the Company passed on April 30, 2026 and made effective as of August 3, 2026)
| 1 | NAME |
|---|
The name of the Company is Li Bang International Corporation Inc.
| 2 | STATUS |
|---|
The Company is a company limited by shares.
| 3 | REGISTERED OFFICE |
|---|
The registered office of the Company is at Ascentium (Cayman) Limited, 4th Floor, Harbour Place, 103 South Church Street, P.O. Box 10240, Grand Cayman KY1-1002, Cayman Islands or at such other place as the Directors may from time to time decide.
| 4 | OBJECTS AND CAPACITY |
|---|
Subject to paragraph 9 of this Memorandum, the objects for which the Company is established are unrestricted and the Company shall have full power and authority to carry out any object not prohibited by the Companies Act or any other law of the Cayman Islands. The Company is a body corporate capable of exercising all the functions of a natural person of full capacity, irrespective of any question of corporate benefit.
| 5 | SHARE CAPITAL |
|---|
The authorised share capital of the Company is USD 35,000 divided into 15,750,000 class A ordinary shares of par value of USD 0.002 each and 1,750,000 class B ordinary shares of par value of USD 0.002 each.
| 6 | LIABILITY OF MEMBERS |
|---|
The liability of each Member is limited to the amount from time to time unpaid on such Member’s Shares.
| 7 | CONTINUATION |
|---|
The Company may exercise the powers contained in the Companies Act to transfer and be registered by way of continuation as a body corporate limited by shares under the laws of any jurisdiction outside the Cayman Islands and to be de-registered in the Cayman Islands.
| 8 | DEFINITIONS |
|---|
Capitalised terms used and not defined in this Memorandum of Association shall bear the same meaning as those given in the Articles of Association of the Company.
| 9 | EXEMPTED COMPANY |
|---|
The Company will not trade in the Cayman Islands with any person, firm or corporation except in furtherance of the business of the Company carried on outside the Cayman Islands; provided that nothing in this section shall be construed as to prevent the Company effecting and concluding contracts in the Cayman Islands, and exercising in the Cayman Islands all of its powers necessary for the carrying on of its business outside the Cayman Islands.
| 10 | FINANCIAL YEAR |
|---|
The financial year end of the Company is 30 June or such other date as the Directors may from time to time decide.
Exhibit99.1
LiBang International Announces 1-for-200 Share Consolidation
JIANGYIN, China, July 29, 2026 (GLOBE NEWSWIRE) — Li Bang International Corporation Inc. (“Li Bang International”) and its subsidiaries (collectively, the “Company,” “we,” “us,” “our company,” or “Li Bang”) (Nasdaq: LBGJ), a company engaged in designing, developing, producing, and selling stainless steel commercial kitchen equipment in China, today announced that it intends to effect a reverse share split of its ordinary shares on a 1-for-200 basis (the “Share Consolidation”). The Company’s Class A ordinary shares will begin trading on a post-split basis at the open of business on Monday, August 3, 2026. The Company’s Class A ordinary shares will continue to trade on the Nasdaq Capital Market under the symbol “LBGJ” with a new CUSIP number G5480M128.
The Share Consolidation has been approved by the Company’s shareholders and the Company’s board of directors, and is being implemented proactively to help ensure the Company’s continued compliance with the minimum bid price requirement under Nasdaq Listing Rule 5550(a)(2).
Upon the effectiveness of the Share Consolidation, every two hundred (200) shares of par value of USD0.00001 each of the Company’s issued and outstanding Class A ordinary shares and Class B ordinary shares as of the effective date will be combined into one (1) Class A ordinary share and one (1) Class B ordinary share, respectively, each with par value of USD0.002. The Company’s authorized share capital will change, upon effectiveness of the Share Consolidation, to USD35,000 divided into 15,750,000 Class A ordinary shares and 1,750,000 Class B ordinary shares each with par value of USD0.002. Any fractional shares that would have otherwise resulted from the Share Consolidation will be rounded up to the next whole ordinary share and no fractional shares will be issued. The Share Consolidation affects all shareholders uniformly and will not alter any shareholder’s percentage interest in the Company’s outstanding ordinary shares, except for adjustments that may result from the rounding up of fractional shares. The Company currently has 108,127,815 Class A ordinary shares and 154,360 Class B ordinary shares issued and outstanding, and immediately following the effectiveness of the Share Consolidation, the Company will have approximately 540,640 Class A ordinary shares and 772 Class B ordinary shares issued and outstanding, subject to fractional share rounding treatment.
AboutLi Bang International Corporation Inc.
Li Bang International Corporation Inc. specializes in the development, production, and sale of stainless-steel commercial kitchen equipment under its own “Li Bang” brand in China. In addition to its product offerings, the Company provides comprehensive services from early-stage design of commercial kitchen appliances to equipment installation and after-sales maintenance. Committed to innovation and high-quality, the Company uses modern production facilities and mature procedures and strives to become a first-class commercial kitchen appliance manufacturer in China. The Company’s long-term vision is to establish itself as a household name, synonymous with the products it manufactures. For more information, please visit the company’s website at https://ir.libangco.cn.
ForwardLooking Statements
Certain statements in this announcement constitute “forward-looking” statements pursuant to the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. 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 identify these forward-looking statements by words or phrases such as “may”, “could”, “will”, “should”, “would”, “expect”, “plan”, “intend”, “anticipate”, “believe”, “estimate”, “predict”, “potential”, “project” or “continue” or the negative of these terms or other comparable terminology. 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 Company’s financial results filings with the U.S. Securities and Exchange Commission.
CONTACTS
LiBang International Corporation Inc.
Investor Relations Department
Email: [email protected]
WFSInvestor Relations
Email: [email protected]
Phone: +1 628 283 9214