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 October 2025
Commission File Number 001-42892
Agencia Comercial Spirits Ltd
(Exact name of registrant as specified in its charter)
No. 65, Ln. 114, Xishi Rd., Xi’an Vil.,
Fengyuan Dist.
Taichung City 42061, Taiwan (R.O.C.)
(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 ☐
Exercise of overallotment option in connection with the initial public offering of Agencia Comercial Spirits Ltd
As previously report, Agencia Comercial Spirits Ltd (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) on October 21, 2025 with D. Boral Capital LLC as representative of the underwriters named on Schedule A thereto (collectively, the “Underwriters”), relating to the Company’s initial public offering (the “Offering”) on a firm commitment basis of an aggregate of 1,750,000 Class A ordinary shares, par value $0.00004 per share (the “Class A Ordinary Shares”), at a public offering price of US$4.00 per Class A Ordinary Share (the “Offering Price”). In addition, the Company has granted the Underwriters a 45-day option to purchase up to an additional 262,500 Class A Ordinary Shares at the Offering Price, representing 15% of the Class A Ordinary Shares sold in the Offering.
The Class A Ordinary Shares were approved for listing on The Nasdaq Capital Market and commenced trading under the ticker symbol “AGCC” on October 22, 2025.
On October 29, 2025, the Underwriters exercised the over-allotment option in full to purchase an additional 262,500 Class A Ordinary Shares of the Company at the Offering Price of US$4.00 per share, resulting in additional gross proceeds of US$1.05 million, before deducting underwriting discounts and offering expenses payable. The issuance of the over-allotment option shares closed on October 31, 2025. Following such closing, the total number of Class A Ordinary Shares in the Offering increased to 2,012,500 shares, bringing the total gross proceeds from the Offering to US$8.05 million, before deducting underwriting discounts and offering expenses payable.
On October 31, 2025, the Company issued a press release furnished herein as Exhibit 99.1, announcing the exercise of the over-allotment option.
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.
Exhibits.
The following exhibits are being filed herewith:
| Exhibit No. | Description | |
| 99.1 | Press Release, dated October 31, 2025 |
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Agencia Comercial Spirits Ltd | ||
| Date: October 31, 2025 | By: | /s/ Tsai Yi Yang |
| Name: | Tsai Yi Yang | |
| Title: | Director and Chief Executive Officer | |
Exhibit 99.1
AGENCIA COMERCIAL SPIRITS LTD Announces Full Exercise of the Underwriters’ Over-Allotment Option to Purchase Additional Shares, Increasing Gross Proceeds to US$8.05 Million
Taichung City, Taiwan, Oct. 31, 2025 (GLOBE NEWSWIRE) -- Agencia Comercial Spirits Ltd (the “Company” or “Agencia”) (Nasdaq: AGCC), a Taiwan-based specialized importer and distributor of high-quality whiskies, today announced, in connection with its previously announced initial public offering that closed on October 23, 2025, the underwriters of such offering have exercised their over-allotment option in full to purchase an additional 262,500 Class A ordinary shares of the Company at the public offering price of US$4.00 per share, resulting in additional gross proceeds of US$1.05 million, before deducting underwriting discounts and offering expenses payable. The offering was conducted on a firm commitment basis. All of the Class A ordinary shares were offered by Agencia.
The over-allotment option was granted in connection with the Company’s previously announced underwritten initial public offering of 1,750,000 Class A ordinary shares for gross proceeds of US$7 million. After giving effect to the full exercise of the underwriters’ option, the total number of Class A ordinary shares in the public offering increased to 2,012,500 shares, bringing the total gross proceeds from the offering to US$8.05 million, before deducting underwriting discounts and offering expenses payable.
The Class A ordinary shares were approved for listing on The Nasdaq Capital Market and commenced trading under the ticker symbol “AGCC” on October 22, 2025.
The Company intends to use the net proceeds from the offering for: (i) expanding our supplier network by partnering with reputable whisky distilleries, allowing us to diversify and enhance our product portfolio; (ii) increasing our bottling and packaging capacity for our proprietary brand whisky products; (iii) enhancing our warehouse facilities and strengthening our inventory capacity in response to growing market demand; (iv) implementing strategic marketing initiatives aimed at driving growth, as well as expanding our sales team and strengthening our market presence in both existing and new geographical regions, including Japan, Hong Kong, Singapore, Malaysia, and other Asia-Pacific countries; and (v) general corporate purposes.
D. Boral Capital LLC acted as the lead underwriter, and Revere Securities LLC acted as co-underwriter (collectively, the “Underwriters”) for the offering. Concord & Sage PC acted as U.S. legal counsel to the Company, and The Crone Law Group, P.C. acted as U.S. legal counsel to the Underwriters in connection with the offering.
A registration statement on Form F-1 relating to the offering was filed with the Securities and Exchange Commission (the “SEC”) (File Number: 333-288600), as amended, and was declared effective by the SEC on September 30, 2025. The offering was made only by means of a prospectus forming a part of the registration statement and a free writing prospectus. Electronic copies of the final prospectus relating to the offering may be obtained by visiting the SEC’s website at http://www.sec.gov or by contacting D. Boral Capital LLC via standard mail at 590 Madison Avenue, 39th Floor, New York, NY 10022, or by email at info@dboralcapital.com or by telephone at +1 (212) 970-5150; or Revere Securities LLC via standard mail at 560 Lexington Avenue, 16th Floor, New York, NY 10022, or by email at contact@reveresecurities.com or by telephone at +1 (212) 688-2350.
Before you invest, you should read the registration statement, 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 there be any offer, solicitation or sale of such 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 Agencia Comercial Spirits Ltd
Agencia Comercial Spirits Ltd is a Taiwan-based specialized importer and distributor of high-quality whiskies, including both bottled and cask whiskies, in Taiwan and international markets. The Company is dedicated to delivering a diverse range of high-quality whisky products that cater to the discerning tastes of its customers. Its product portfolio is designed to meet the evolving demands of the market, leveraging extensive industry experience and strategic collaborations. The Company primarily operates within the whisky industry through three distinct business areas: procurement and distribution of bottled whisky, procurement and distribution of raw cask whisky, and cask-to-bottle & distribution business, which involves brand-authorized whisky bottling, packaging, and sales. Each segment plays a vital role in the overall strategy, allowing the Company to cater to diverse consumer preferences and market demands.
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 “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “potential,” “intend,” “plan,” “believe,” “likely to” or other similar expressions in this prospectus. 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 registration statement and other filings with the SEC.
For more information, please contact:
The Company’s Contact:
Agencia Comercial Spirits Ltd
No. 65, Ln. 114, Xishi Rd., Xi’an Vil., Fengyuan Dist. Taichung City 42061, Taiwan (R.O.C.)
Phone: + 886-4-25614413
Email: Victsai@agcctw.com