MIMI 6-K
Mint Inc Ltd (MIMI)
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: 001-42462
Mint Incorporation Limited
17/F, Wing Kwok Centre, No.182 Woosung Street
Jordan, Kowloon, Hong Kong
(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 ☐
Amendment to Securities Purchase Agreements
As previously disclosed in the Company’s Report on Form 6-K furnished to the U.S. Securities and Exchange Commission on July 13, 2026, on July 2, 2026, Mint Incorporation Limited, a business company incorporated under the laws of the British Virgin Islands (the “Company”), entered into securities purchase agreements (the “July 2 Securities Purchase Agreements”) with certain investors (each an “Investor,” and collectively, the “Investors”), pursuant to which the Company agreed to issue and sell to the Investors an aggregate of 4,310,350 Class A ordinary shares, with no par value each, of the Company (the “Class A Ordinary Shares”) at a purchase price of US$0.464 per share, representing 20% of the closing price of the Class A Ordinary Shares on the Nasdaq Capital Market on July 1, 2026, for an aggregate purchase price of US$2,000,000. The Company issued such Class A Ordinary Shares to the Investors on July 8, 2026. Pursuant to Section 5(a) of each July 2 Securities Purchase Agreement, the Company agreed to file a resale registration statement on Form F-3 or Form F-1 covering the resale of the Class A Ordinary Shares issued thereunder no later than sixty (60) calendar days following July 8, 2026.
On August 26, 2026, the Company entered into Amendment No. 1 to the July 2 Securities Purchase Agreement (collectively, the “Amendments”) with each of the Investors. The Amendments revise Section 5(a) of each July 2 Securities Purchase Agreement to require the Company to file such resale registration statement no later than sixty (60) calendar days following August 11, 2026, being the date on which the Company issued an aggregate of 6,329,115 Class A Ordinary Shares to the same Investors pursuant to securities purchase agreements dated July 30, 2026, as previously disclosed in the Company’s Report on Form 6-K furnished to the Securities and Exchange Commission on August 11, 2026. The Amendments further provide that such resale registration statement may cover the resale of Class A Ordinary Shares issued by the Company to other investors in one or more separate transactions.
Except as amended by the Amendments, the July 2 Securities Purchase Agreements remain in full force and effect in accordance with their terms.
Copy of the form of the Amendments is filed as Exhibit 10.1 to this Form 6-K. The foregoing description of the Amendments does not purport to be complete and is qualified in its entirety by reference to the full text of such exhibit, which is incorporated herein by reference.
This Report is incorporated by reference into the Registration Statement on Form F-3 (File No. 333-296027) 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.
Exhibit Index
| Exhibit No. | Description | |
| 10.1 | Form of Amendment No. 1 to Securities Purchase Agreement, dated August 26, 2026, by and among the Company and the purchasers thereto |
1
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 31, 2026 | Mint Incorporation Limited | |
| By: | /s/ Hoi Lung Chan | |
| Name: | Hoi Lung Chan | |
| Title: | Chief Executive Officer and Chairman of the Board | |
2
Exhibit 10.1
AMENDMENT NO. 1
TO
SECURITIES PURCHASE AGREEMENT
This AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT (this “Amendment”), dated as of August 26, 2026, is entered into between Mint Incorporation Limited, a business company incorporated under the laws of the British Virgin Islands (the “Company”), and the undersigned Buyer.
RECITALS
WHEREAS, the Company and the Buyer are parties to that certain Securities Purchase Agreement dated as of July 2, 2026 (the “Original Agreement”), pursuant to which the Company issued and sold Class A ordinary shares of no par value of the Company to the Buyer;
WHEREAS, Section 5(a) of the Original Agreement requires the Company to file a resale registration statement covering the Registrable Securities no later than sixty (60) calendar days following the Closing Date;
WHEREAS, on July 30, 2026, the Company entered into securities purchase agreements with the same buyers party to the Original Agreement, pursuant to which the Company issued an aggregate of 6,329,115 Class A ordinary shares on August 11, 2026 (the “Subsequent Issuance”), and has agreed to file a resale registration statement covering the shares issued in the Subsequent Issuance;
WHEREAS, the parties wish to amend the Original Agreement so that the Registrable Securities may be included in a single resale registration statement together with the Class A ordinary shares issued in the Subsequent Issuance; and
WHEREAS, Section 9(c) of the Original Agreement permits the amendment of the Original Agreement by a written instrument signed by the Company and the Buyer.
NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
1. Amendment to Section 5(a). Section 5(a) of the Original Agreement is hereby amended and restated in its entirety as follows:
“(a) Filing Obligation. The Company shall prepare and file with the SEC a resale registration statement on Form F-3 or Form F-1 covering the resale of all Registrable Securities (as defined below) (the “Registration Statement”) no later than sixty (60) calendar days following August 11, 2026 (the “Filing Deadline”). “Registrable Securities” means the Class A Ordinary Shares issued pursuant to this Agreement. For the avoidance of doubt, the Registration Statement may also cover the resale of Class A Ordinary Shares issued by the Company to other investors in one or more separate transactions.”
2. Effect of Amendment. Except as expressly amended hereby, the Original Agreement remains in full force and effect in accordance with its terms. All references in the Original Agreement to “this Agreement” shall be deemed to refer to the Original Agreement as amended by this Amendment.
3. Governing Law. This Amendment shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than the State of New York.
4. Counterparts. This Amendment may be executed in two or more counterparts, including by facsimile, PDF or other electronic transmission, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.
[Signature pages follow]
IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first above written.
| MINT INCORPORATION LIMITED | BUYER | |||
| By: | By: | |||
| Name: | Hoi Lung Chan | Name: | ||
| Title: | Chief Executive Officer and Chairman of the Board | Title: | ||