Entry into Material Definitive Agreements (Form 6-K)

Information Contained in this Form 6-K Report

Entry into Material Definitive Agreements

On July 17, 2026, Agencia Comercial Spirits Ltd, a Cayman Islands exempted company (the "Company"), entered into certain securities purchase agreements (the "SPA") with the investors named therein (the "Purchasers"), pursuant to which the Company agreed to issue and sell, on a self-directed best efforts basis (the "Offering"), an aggregate of 20,000,000 Class A ordinary shares (the "Class A Ordinary Shares") at a purchase price of $10.00 per Class A Ordinary Share.

The Company received gross proceeds of US$200.0 million from the Offering, before deducting estimated offering expenses. The Company intends to use the net proceeds from the Offering primarily to develop its AI computing center-related business in the United States, Japan and Southeast Asia, including server and hardware procurement, infrastructure expansion, and data center land developments, with the balance to be used for research and development, working capital, and general corporate purposes. The Offering closed on July 29, 2026.

The SPA contains customary representations, warranties, covenants, and closing conditions, as well as certain indemnification and other provisions.

The securities in the Offering were offered pursuant to a registration statement on Form F-1 (File No. 333-296847) previously filed with the U.S. Securities and Exchange Commission and declared effective on July 17, 2026. The Offering was made only by means of a prospectus that forms a part of such registration statement. The Class A Ordinary Shares are listed on the Nasdaq Capital Market under the symbol "AGCC."

The foregoing descriptions of the material terms of the SPA do not purport to be complete and are qualified in their entirety by reference to such document, which is filed as Exhibit 10.1 to this Form 6-K and incorporated herein by reference.

Forward Looking Statements

Matters discussed in this report may constitute forward-looking statements. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements, which are other than statements of historical facts. The words "believe", "may", "intends", "expect", "pending" and similar expressions identify forward-looking statements. The forward-looking statements in this report are based upon various assumptions. Although we believe that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond our control, we cannot assure you that we will achieve or accomplish these expectations.

EXHIBIT INDEX

The following exhibits are being filed herewith: