Filed pursuant to Rule 424(b)(4)

Registration No. 333-296847

PROSPECTUS SUPPLEMENT 

(To prospectus dated June 17, 2026) 

Agencia Comercial Spirits Ltd

20,000,000 Class A Ordinary Shares

We are offering on a self-directed best efforts basis 20,000,000 of our Class A Ordinary Shares, US$0.00004 par value per share (the “Class A Ordinary Shares”) at a public offering price of US$10.00 per Class A Ordinary Share, which represents a 35.5% discount compared to our last reported sale price of US$15.50 of our Class A Ordinary Shares, as reported on the Nasdaq Capital Market on July 17, 2026. Our Class A Ordinary Shares are listed on the Nasdaq Capital Market under the symbol “AGCC.” You should read this prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein and therein carefully before you invest.

Our share price has been and may continue to be volatile. Since being listed on the Nasdaq Capital Market, our Class A Ordinary Shares have traded at a low of US$3.66 and a high of US$25.73. There has been no change recently in our financial condition or results of operations that is consistent with the recent change in our share price.

This is a best-efforts self-directed offering. There is no minimum number of Class A Ordinary Shares that must be sold and no minimum aggregate proceeds required as a condition to closing this offering. Accordingly, we have not made any arrangement to place investor funds in an escrow account or trust account, and any proceeds received by us from the sale of the Class A Ordinary Shares offered hereby will be available for our immediate use. We expect to conduct one closing of this offering, but may conduct one or more additional closings. This offering will terminate 90 days after the effectiveness of the registration statement of which this prospectus supplement and the accompanying prospectus form a part if the closing or closings have not occurred, and may not be extended. See “Plan of Distribution” and “Use of Proceeds” in this prospectus supplement.

Upon completion of this offering, assuming the sale of all 20,000,000 Class A Ordinary Shares offered hereby, our issued and outstanding shares will consist of 42,786,500 Class A Ordinary Shares and 19,500,000 Class B Ordinary Shares. Each Class A Ordinary Share is entitled to one vote, and each Class B Ordinary Share is entitled to 100 votes. Immediately after the completion of this offering, Ping Shiang Business Ltd will beneficially own approximately 33.80% of our total issued and outstanding Class A Ordinary Shares and approximately 98.58% of the aggregate voting power of our total issued and outstanding share capital. As a result, we will continue to qualify as a “controlled company” under Nasdaq Stock Market Rule 5615(c). See “Prospectus Supplement Summary,” “Risk Factors” and “Principal Shareholders” in this prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein and therein.

Investing in our Class A Ordinary Shares involves a high degree of risk, including the risk of losing your entire investment. See “Risk Factors” beginning on page S-9 of this prospectus supplement and under similar headings in the other documents that are incorporated by reference into this prospectus supplement before making a decision to purchase our securities.

We are both an “emerging growth company” and a “foreign private issuer” as defined under the federal securities laws and as such, may elect to comply with reduced public company reporting requirements. See “Prospectus Supplement Summary - Implications of Being an Emerging Growth Company” and “Prospectus Supplement Summary - Implications of Being a Foreign Private Issuer”.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these Securities or determined if this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.

No dealer, salesperson or any other person is authorized to give any information or make any representations in connection with this offering other than those contained in this prospectus supplement and, if given or made, the information or representations must not be relied upon as having been authorized by us. This prospectus supplement does not constitute an offer to sell or a solicitation of an offer to buy any security other than the securities offered by this prospectus supplement, or an offer to sell or a solicitation of an offer to buy any securities by anyone in any jurisdiction in which the offer or solicitation is not authorized or is unlawful.

We estimate the total expenses of this offering payable by us will be approximately US$233,500. After deducting total expenses, we expect net proceeds of approximately US$199,766,500. See “Plan of Distribution” on page S-21 of this prospectus supplement.

Delivery of the Class A Ordinary Shares being offered pursuant to this prospectus supplement and the accompanying prospectus will be subject to customary closing conditions.

The date of this prospectus supplement is July 20, 2026.

TABLE OF CONTENTS

PROSPECTUS SUPPLEMENT

PROSPECTUS

ABOUT THIS PROSPECTUS SUPPLEMENT

This prospectus supplement relates to a registration statement on Form F-1 (File No. 333-296847) that we filed with the SEC. It describes the specific terms of the offering covered by the registration statement. To the extent there is any inconsistency between the information contained in the accompanying prospectus and this prospectus supplement, you should rely on the information contained in this prospectus supplement.

Before investing in our Class A Ordinary Shares, you should carefully read this prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein and therein, together with the additional information described under “Where You Can Find Additional Information” and “Incorporation by Reference.”

You should rely only on the information contained in or incorporated by reference into this prospectus supplement, the accompanying prospectus and any free writing prospectus prepared by or on behalf of us to which we have referred you. We have not authorized anyone to provide you with different information. This prospectus supplement and the accompanying prospectus do not constitute an offer to sell or a solicitation of an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

We are not making offers to sell or solicitations to buy our Class A Ordinary Shares in any jurisdiction in which such offers or solicitations are not authorized or to any person to whom it is unlawful to make such offers or solicitations. You should assume that the information in this prospectus supplement and the accompanying base prospectus is accurate only as of the date of those documents, and that any information we have incorporated by reference is accurate only as of the date of the document incorporated by reference, regardless of the time of delivery of this prospectus supplement, the accompanying base prospectus, or any sale of Class A Ordinary Shares.

This prospectus supplement and the accompanying base prospectus may contain summaries of certain provisions contained in some of the documents referred to herein, but reference should be made to the actual documents for complete information. All summaries are qualified in their entirety by the actual documents. Copies of certain documents have been filed, will be filed, or are incorporated by reference as exhibits to the registration statement, and you may obtain copies of these documents as described below under “Where You Can Find More Information.”

Certain representations, warranties, and covenants made by us in any agreement filed as an exhibit to any document incorporated by reference herein were made solely for the benefit of the parties to such agreements and may not be relied upon by you as a representation, warranty, or covenant regarding the current state of our affairs. Such representations, warranties, and covenants were accurate only as of the date made and should not be relied on as current.

This prospectus supplement and the accompanying base prospectus may include and incorporate by reference market data, industry forecasts, and statistics from independent sources. While we believe these sources are reliable, we have not independently verified them and do not guarantee their accuracy or completeness. These data and forecasts are subject to change and involve estimates, assumptions, and risks. Investors should not place undue reliance on this information and should review the Risk Factors section of this prospectus supplement and the accompanying base prospectus.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus supplement contains forward-looking statements that reflect our current expectations and views of future events, all of which are subject to risks and uncertainties. Forward-looking statements give our current expectations or forecasts of future events. You can identify these statements by the fact that they do not relate strictly to historical or current facts. You can find many (but not all) of these statements by the use of words such as “approximates,” “believes,” “hopes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “plans,” “will,” “would,” “should,” “could,” “may” or other similar expressions in this prospectus supplement. These statements are likely to address our growth strategy, financial results and product and development programs. You must carefully consider any such statements and should understand that many factors could cause actual results to differ from our forward-looking statements. These factors may include inaccurate assumptions and a broad variety of other risks and uncertainties, including some that are known and some that are not. No forward-looking statement can be guaranteed and actual future results may vary materially. Factors that could cause actual results to differ from those discussed in the forward-looking statements include, but are not limited to:

We base our forward-looking statements on our management’s beliefs and assumptions based on information available to our management at the time the statements are made. We caution you that actual outcomes and results may, and are likely to, differ materially from what is expressed, implied or forecast by our forward-looking statements. Accordingly, you should be careful about relying on any forward-looking statements. Except as required under the federal securities laws, we do not have any intention or obligation to update publicly any forward-looking statements after the distribution of this prospectus supplement, whether as a result of new information, future events, changes in assumptions, or otherwise.

RISK FACTORS

Investing in our Class A Ordinary Shares is highly speculative and involves a significant degree of risk. You should carefully consider the following risks, as well as other information contained in this prospectus supplement, before making an investment in our Company. The risks discussed below could materially and adversely affect our business, prospects, financial condition, results of operations, cash flows, ability to pay dividends and the trading price of our Class A Ordinary Shares. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially and adversely affect our business, prospects, financial condition, results of operations, cash flows and ability to pay dividends, and you may lose all or part of your investment.

Risks related to this offering and our Class A Ordinary Shares

We are selling this offering without an underwriter and may be unable to sell any shares.

This offering is self-directed, that is, we are not going to engage the services of an underwriter to sell the shares; we intend to sell them through our officers and members of the board of directors, who will receive no commissions. They will offer the shares to friends, relatives, acquaintances and business associates; however, there is no guarantee that they will be able to sell any of the shares. None of our officers and directors has any experience conducting a best efforts offering, which decreases the likelihood that the Offering will be successful.

Investors in this offering will experience immediate and substantial dilution in the net tangible book value per share of the Class A Ordinary Shares as well as aggressive dilution of their relative voting power.

Investors in this offering will experience immediate and substantial dilution in the net tangible book value per share of the Class A Ordinary Shares. The public offering price is expected to be substantially higher than the net tangible book value per share of our outstanding Class A Ordinary Shares. After deducting estimated offering expenses, our pro forma as-adjusted net tangible book value (giving effect to this offering) will be lower than the offering price. Accordingly, new investors will experience immediate dilution, while existing shareholders may see an increase in their net tangible book value per Class A Ordinary Shares primarily at the expense of the new investors.

Furthermore, because we are offering a substantial number of Class A Ordinary Shares (20,000,000 shares) relative to our existing share capital, and because of the one hundred-to-one voting ratio between our Class B and Class A Ordinary Shares, purchasers in this offering will experience aggressive dilution of their voting power. Upon completion of this offering, the 20,000,000 Class A Ordinary Shares (assuming all sold) sold hereby will represent the vast majority of our outstanding Class A Ordinary Shares, yet will collectively represent only approximately 1.00% of the total voting power of our outstanding share capital. For a more detailed description, see “Dilution.”

The Company’s Class A Ordinary Shares are currently listed on Nasdaq. However, there is no guarantee that the Company will be able to maintain the listing of its Class A Ordinary Shares on Nasdaq in the future, which could limit investors’ ability to make transactions in the Class A Ordinary Shares and subject the Company to additional trading restrictions.

In order to maintain the listing on Nasdaq, the Company is required to meet certain financial and share price criteria. The Company may be unable to meet these requirements in the future.

If the Company’s Class A Ordinary Shares are delisted from Nasdaq and the Company is unable to list its shares on another national securities exchange, such shares may be quoted on an over-the-counter market in the United States. If this occurs, the Company could face significant adverse consequences, including:

As of the date of this prospectus supplement, our Class A Ordinary Shares are listed on Nasdaq. Under U.S. federal law, this listing preempts state-level regulation of their sale. However, states retain the authority to investigate companies if there is suspicion of fraud. If fraud is found, states may regulate or bar the sale of shares. If we were no longer listed on Nasdaq, we would be subject to state regulations in each jurisdiction where we offer our shares.

Our management will have broad discretion over the use of the net proceeds from this offering and you may not agree with how we spend them.

Our management will have significant flexibility in applying the net proceeds. You will be relying on the judgment of our management, and you will not have the opportunity to influence our spending decisions. We may invest the proceeds in ways that do not yield a favorable return or that fail to improve our financial condition, which could have a material adverse effect on our business and results of operations.

Future sales or the issuance of additional Class A Ordinary Shares could adversely affect their market price and result in dilution to our shareholders.

Sales of substantial amounts of our Class A Ordinary Shares in the public market, or the perception that these sales could occur, could adversely affect the market price of our Class A Ordinary Shares and could materially impair our ability to raise capital through equity offerings in the future.

As of the date of this prospectus supplement, we have 22,786,500 Class A Ordinary Shares outstanding. A significant portion of these shares is held by our directors, officers, and certain major shareholders. While these shares were previously subject to customary lock-up agreements in connection with our initial public offering, those restrictions have expired on April 21, 2026.

As these lock-up restrictions expire, a substantial number of shares may become eligible for sale in the public market, subject to compliance with Rule 144 under the Securities Act and other applicable regulations. In fact, in connection with the Form 144 filed with the SEC on June 1, 2026, Ping Shiang Business Ltd intends to sell 1,100,000 Class A Ordinary Shares in the open market, and as of June 8, 2026, Ping Shiang Business Ltd had sold 37,000 Class A Ordinary Shares in the open market. We cannot predict the effect, if any, that future market sales of securities held by significant shareholders or the availability of these securities for sale will have on the prevailing market price of our Class A Ordinary Shares. In addition, if we issue additional Class A Ordinary Shares in the future to raise capital or as stock-based compensation, our existing shareholders will experience further dilution. Any such issuances or the perception that such sales or issuances might occur, may adversely affect the price of our Class A Ordinary Shares and make it more difficult for us to sell equity or equity-related securities in the future at a time and price that we deem appropriate.

RISKS RELATED TO OUR BUSINESS AND INDUSTRY 

A decrease in consumer demand for alcoholic beverages could significantly and negatively impact our business, operations, and financial performance.

Our performance depends on consumers’ demand for our products. Various factors can cause shifts in consumer preferences, such as:

To succeed, we must anticipate and effectively respond to these shifts. If consumer preferences move away from our products, our operations and financial results would be materially and adversely affected.

Factors that may reduce consumer demand for alcoholic beverages include:

Our luxury alcoholic beverage portfolio is especially vulnerable to changing economic conditions and consumer tastes, spending habits, and preferences. This could reduce sales and profitability. Unanticipated changes in demand or preference could also impair our ability to forecast production needs and adapt to shifting consumer preferences, further negatively affecting our business, operations, and financial results.

We face significant competition from an increasing number of products and market participants, which could materially and adversely affect our business, results of operations, and financial condition.

Our whisky products face competition from a wide array of both domestic and international premium whiskies, as well as from more affordably priced generic options. Additionally, they compete against other alcoholic beverages and, to a lesser extent, non-alcoholic alternatives for consumer acceptance, brand loyalty, and visibility in retail environments and restaurant alcohol lists. Marketing attention from our distributors, many of whom maintain extensive portfolios of spirits and other beverages, further intensifies this competition. We strive to differentiate ourselves based on product taste and quality, brand image, pricing, service, and our capacity for innovation in response to evolving consumer preferences. This competitive landscape is shaped by both established players and new entrants, many of whom possess more substantial financial, technical, marketing, and distribution capabilities, as well as superior public relations resources. Consequently, we have experienced, and may continue to encounter, upward pressure on our selling, marketing, and promotional costs in light of our growth objectives. There is no guarantee that we will be able to effectively compete against our rivals in the future or that we will not face increased competition from other distilleries and beverage manufacturers.

Brand awareness and acceptance are also crucial factors in our competitive environment. Our business is substantially dependent upon the awareness and market acceptance of our whisky products and brands by our targeted consumers. Moreover, our success hinges on our independent distributors’ acceptance of our brands as having the potential to provide incremental sales growth rather than cannibalizing their existing beverage sales. The extent to which our products and brands can achieve and sustain satisfactory levels of acceptance among independent distributors, retail customers, and consumers remains to be determined. Any failure to maintain or enhance brand acceptance and market penetration could have a materially adverse impact on our revenues and overall financial performance.

Geopolitical tensions or potential disruptions in the Strait of Hormuz could materially and adversely affect global shipping logistics, increase our freight costs, and disrupt our whisky supply chain.

Our bottled whisky business relies on the international transit of products sourced from Taiwan and the United Kingdom. Any geopolitical conflict or disruption to major shipping routes in the Strait of Hormuz region could severely impact the global commercial shipping networks and supply chains.

Although our primary routes do not pass through the Middle East, such widespread disruptions could result in the rerouting of commercial vessels, international port congestion, container shortages, and increased volatility in global energy prices. These factors could lead to higher ocean freight rates and fuel surcharges, as well as delays in receiving our inventory. If we are unable to manage increased transportation costs or shipping delays, our business and results of operations could be adversely affected.

Our expansion into the AI computing infrastructure business subjects us to severe hardware procurement risks, counterparty dependencies, and supply chain constraints.

The market for high-performance AI computing hardware, particularly the NVIDIA B300 / Blackwell Ultra GPU platform, is characterized by intense global demand, production backlogs, and supply chain volatility. We face significant hardware allocation risks because component distribution is often managed through strict allocation frameworks favoring tier-one cloud providers and major original equipment manufacturers (OEMs). Because we intend to enter this business via a leasing arrangement with a counterparty rather than purchasing directly from the manufacturer, we are dependent on our counterparty’s ability to secure and maintain its delivery slots in the distribution pipeline. Any manufacturing delays, packaging constraints, or shifts in allocation policies could disrupt our hardware timeline. A failure or delay in procuring these specific servers would prevent us from launching our AI cloud services on schedule, potentially trigger performance penalties under our commercial computing technology services agreement, and leave us unable to generate the cash flows necessary to offset our upfront deposits.

We face substantial financial commitments, significant customer concentration, and operational risks under our commercial AI computing technology services agreement.

Our expansion involves substantial financial obligations that represent a material commitment relative to our historical operations in the alcoholic beverage industry. We face severe customer concentration risk due to our reliance on a single 60-month computing technology services agreement, executed through our Singapore subsidiary (AGCC Singapore Pte. Ltd.), to provide specialized AI computing cloud services to a single customer in the digital financial services sector. If this principal customer defaults, delays payments, terminates the contract, or fails to accept the contemplated service capacity, we will remain burdened with fixed server lease liabilities and development costs. Furthermore, delivering services under this agreement subjects us to local regulatory frameworks, including Singapore’s Personal Data Protection Act 2012 (PDPA), cybersecurity standards, and oversight by local authorities or regulators. Any compliance failure or operational default could halt our service delivery, trigger contractual liabilities and statutory penalties, and materially and adversely affect our financial condition, cash flows, and liquidity.

Our data center development plans in Indonesia are subject to regulatory permitting, utility provisioning, and land title registration risks.

In May 2026, our 99.99%-owned subsidiary, PT. AGCC AITECH Indonesia, entered into a binding land sale and purchase agreement to acquire land in Indonesia, under which we are obligated to pay an aggregate purchase price of approximately US$13.4 million. As of the date of this prospectus supplement, we have paid IDR75.1 billion, or US$4,207,048 of the purchase price and a development deposit of IDR4.8 billion, or approximately US$268,821, which is refundable upon completion of construction. The land title has not yet transferred, and until the official ownership certificate is successfully issued and registered in our name, we do not have absolute legal title to the property, which subjects us to heightened closing risks, transaction delays, and severe real estate development vulnerabilities, including:

If we fail to integrate these high-performance computing assets with our planned Indonesian data center infrastructure, if we are unable to meet our operational milestones under the Singapore computing technology services agreement, or if the market for AI computing power shifts before we reach operational capacity, we may never realize a return on these significant investments, which could materially harm our business and operating performance.

We have limited prior operating history in the technology or AI computing infrastructure sectors, and we rely heavily on key management personnel to execute this strategy.

Our historical operations have focused primarily on the whisky import and distribution business. Consequently, we have a limited corporate track record of deploying, optimizing, or maintaining advanced GPU clusters or commercial cloud data center infrastructure. Our success in this new sector depends significantly on the continued service and expertise of these key executives and our ability to recruit, onboard, and retain additional specialized personnel within a highly competitive labor market. If our management team is unable to effectively oversee these technically complex operations, or if we face difficulties hiring qualified personnel, we may experience deployment delays, operational inefficiencies, or a failure to meet client service-level requirements, any of which could adversely affect our business prospects, financial condition, and results of operations.

We face economic, political and regulatory risks associated with doing business in Taiwan and our planned expansion in Indonesia, Singapore, and other international markets, particularly due to the geopolitical tensions and global trade restrictions that could negatively affect our business and hence the value of your investment.

Our performance is affected by global economic conditions as well as geopolitical issues and other conditions with a global reach. While our principal executive offices and a majority of our current assets and revenues are anchored in Taiwan, we are rapidly expanding our global footprint. We have established subsidiaries in Hong Kong, Japan, the U.S., Thailand, and Malaysia, and have progressed past initial non-binding frameworks by entering into a binding land sale and purchase agreement to acquire land in Indonesia via PT. AGCC AITECH Indonesia and entering into a major 60-month revenue-generating computing technology services agreement via our Singapore subsidiary, AGCC Singapore Pte. Ltd.

Because our administrative headquarters, and historical cash flows remain based in Taiwan, any conflict or escalation of tensions between the PRC and Taiwan could severely disrupt our high-level corporate governance and financial liquidity. Specifically, a cross-strait crisis, trade blockade, or military conflict could block our whisky import supply chains, trigger emergency domestic capital controls, freezing our ability to convert local currency and repatriate cash outwards. This would materially impair our financial ability to fund, manage, and fulfill our US$120.0 million AI infrastructure purchase agreement to Ricloud AI Inc., an independent third party, which are vital to our global technology segment, even though those physical AI operations are targeted outside of Taiwan. The unique international political status of Taiwan and the “anti-secession” law of the PRC create sustained uncertainty. Past trade bans and export restrictions between the PRC and Taiwan have depressed economic activity for Taiwanese companies, and we cannot predict whether future escalations will lead to new tariffs, export bans, or military conflict that could jeopardize our central operations and halt funding to our overseas infrastructure projects.

Our active expansion into Indonesia, Singapore, and other jurisdictions where we have established subsidiaries, such as Hong Kong, Japan, the U.S., Thailand, and Malaysia, subjects us to significant regulatory and legal uncertainty. We are subject to the diverse governmental policies, foreign investment laws, data privacy standards, and taxation regimes of each of these jurisdictions. In particular, the legal systems in jurisdictions like Indonesia, Thailand, and Malaysia can be complex and subject to rapid, unpredictable changes that may hinder our ability to operate or legally protect our investments. Furthermore, our expanding international AI business is heavily dependent on the procurement of high-performance hardware, specifically the NVIDIA B300 platform. We are subject to stringent U.S. export controls and evolving trade restrictions, and any tightening of these regulations, or increased scarcity and pricing volatility in the global semiconductor market, could block our hardware supply chain, significantly increase our operating costs, or render our active AI infrastructure projects in Indonesia commercially unviable.

We face substantial operational pre-revenue risks in several of these new markets. While we have established corporate entities in Japan, the United States, and Malaysia, we have not yet commenced actual business operations in these regions. There is no guarantee that we will successfully launch these operations or achieve future profitability. Because the eventual nature of our business activities in these territories remains subject to management’s discretion and shifting market conditions, investors may find it difficult to evaluate the long-term prospects of our international expansion.

Moreover, macroeconomic weakness and uncertainty, including the ongoing impact of global conflicts and resulting international sanctions, make it difficult for us to manage operations and forecast financial results. These events increase the volatility of global commerce and could increase China/Taiwan tensions and U.S./China trade friction. Any resulting new legal requirements or restrictions could increase regulatory scrutiny on our international business or result in one or more of our cross-border activities being deemed in violation of international sanctions frameworks.

We are required to comply with extensive regulations and hold a number of permits and licenses to carry on our business across multiple jurisdictions. Our ability to obtain and maintain these regulatory approvals is uncertain, and future government regulation may place additional burdens on our efforts to import and distribute our alcoholic beverages or develop our AI infrastructure.

We are a Taiwan-based whisky import and distribution company which is subject to extensive government regulation and supervision in Taiwan. The regulatory framework addresses all aspects of operating in the whisky distribution and brand-authorized bottling and packaging business, including import, registration, production-related activities such as bottling and packaging, distribution labelling, advertising, and licensing requirements and procedures, periodic renewal and reassessment processes and compliance. Our proprietary brand whisky packaging and distribution business involves sourcing bulk whisky from brand-owned distilleries and conducting bottling and packaging operations in Taiwan through local contract manufacturers, rather than operating our own distillery.

The regulatory framework governing the alcoholic beverages distribution industry in Taiwan is subject to change and amendment from time to time. Any such change or amendment could materially and adversely impact our business, financial condition and prospects. The Taiwan government introduced the Tobacco and Alcohol Administration Act and regulations in 2000, especially imposing obligations on the alcohol importers to obtain an import permit for entry of the alcoholic beverages into Taiwan in 2014. Moreover, if we are unable to maintain regulatory compliance, regulatory approval that has been obtained may be lost and the various reform initiatives could give rise to regulatory developments, such as more burdensome administrative procedures, which may have an adverse effect on our business, financial condition and prospects. Additionally, our entry into the AI computing infrastructure business subjects us to entirely new regulatory frameworks.

Our expansion into the AI computing cloud services and infrastructure business subjects us to entirely new and complex regulatory frameworks, particularly in Singapore and Indonesia. Our wholly-owned subsidiary in Singapore, AGCC Singapore Pte. Ltd., has entered into a five-year agreement to provide AI computing cloud services, which involves navigating local regulations regarding data privacy, cross-border data transfers, electronic service provider registrations and the security of electronic systems. In Indonesia, where we have transitioned from initial non-binding frameworks to entering into a binding land sale and purchase agreement to acquire land via our subsidiary, PT. AGCC AITECH Indonesia, in Indonesia, we face heightened regulatory hurdles because the formal land ownership certificate has not yet been obtained. Our proposed development of AI computing infrastructure and a data center requires us to confirm clear land titles with the Indonesian National Land Agency (BPN) to avoid ownership disputes, secure specific permits for land use, industrial energy consumption, and foreign technology investment. Because we have already made significant financial commitments and outlays, including executed power purchase agreements and various deposits, any failure to obtain these new permits or a change in local data sovereignty laws could result in the forfeiture of our deployed capital and the termination of our expansion plans.

Additionally, we have established subsidiaries in the United States, Hong Kong, Japan, Thailand, and Malaysia where we have not yet commenced business operations. Consequently, we face significant uncertainty regarding the legal, tax, and regulatory requirements we will encounter in these markets. If we eventually choose to launch AI-related or other technology services in these regions, we may become subject to additional requirements mandating local data storage or restricted access to high-performance hardware. Our inability to anticipate or comply with these unknown future regulations could increase our operating costs, subject us to unexpected legal liabilities, or render our expansion into these specific markets commercially unviable.

USE OF PROCEEDS 

We estimate that the net proceeds from this offering will be approximately US$199.77 million, after deducting the estimated offering expenses payable by us. We intend to use the net proceeds from this offering primarily to develop our AI-computing center-related business in the United States, Japan, and Southeast Asia, specifically for the procurement of servers and hardware, the expansion of our AI computing infrastructure, and the funding of data center land developments. The remaining funds will be used for research and development, general corporate purposes, and working capital to support our operations. We may also use a portion of the proceeds to acquire or invest in complementary technologies or businesses, though we have no current commitments for any such material acquisitions. As of the date of this prospectus supplement, we cannot specify with certainty all of the particular uses for the net proceeds to us from this offering. Our management will have broad discretion in the application of these proceeds, and investors will be relying on the judgment of our management regarding the application of the proceeds. Pending such use, we may hold the proceeds in interest-bearing bank accounts or invest them in short-term interest-bearing securities.

CAPITALIZATION

The following table sets forth our capitalization as of December 31, 2025:

The pro forma as adjusted information below is illustrative only, and our capitalization following the completion of this offering is subject to adjustment based on the actual net proceeds to us from the offering. You should read this table in conjunction with “Use of Proceeds,” “Selected Consolidated Financial and Other Data,” and related notes included elsewhere in this prospectus supplement.

DILUTION

If you invest in our Class A Ordinary Shares, your interest will be diluted to the extent of the difference between the public offering price per Class A Ordinary Share and our net tangible book value per Class A Ordinary Share after this offering. Dilution results from the fact that the public offering price per Class A Ordinary Share is substantially in excess of the book value per Class A Ordinary Share attributable to the existing shareholders for our presently issued and outstanding ordinary Class A Ordinary Shares. Because the Class B Ordinary Shares carry no rights to dividend distributions or to distributions upon winding-up, the Class B Ordinary Shares are excluded from the denominator in calculating net tangible book value per share, and all net tangible book value figures in this section are presented on a Class A-only basis.

As of December 31, 2025, our net tangible book value was approximately US$9.82 million, or US$0.49 per Class A Ordinary Share. Net tangible book value represents the total amount of our consolidated assets, less our total consolidated liabilities and intangible assets. Dilution represents the difference between our offering price of US$10.00 per Class A Ordinary Share and the net tangible book value per Class A Ordinary Share on a pro forma as adjusted basis. The pro forma as adjusted net tangible book value reflects the additional proceeds we expect to receive from this offering, after deducting the estimated offering expenses payable by us.

After giving effect to the sale of 20,000,000 Class A Ordinary Shares in this offering at an offering price of US$10.00 per Class A Ordinary Share, and after deducting the estimated offering expenses payable by us, our pro forma as adjusted net tangible book value as of December 31, 2025 would have been US$224.13 million, or US$5.24 per Class A Ordinary Share. This represents an immediate increase in pro forma net tangible book value of US$4.17 per Class A Ordinary Share to our existing shareholders and an immediate dilution of US$4.76 per Class A Ordinary Share to new investors participating in this offering.

The following table illustrates this dilution on a per share basis to new investors:

Immediately following the above adjustments, the Company had a total of 22,786,500 Class A Ordinary Shares and 19,500,000 Class B Ordinary Shares issued and outstanding. For further details regarding our share capital and corporate structure, please refer to the section titled “Description of Share Capital” of this prospectus supplement.

The following table sets forth, on a pro forma as adjusted basis as of December 31, 2025, a summary of the differences between existing shareholders and new investors in terms of the number of Class A Ordinary Shares purchased from us in this offering, the total consideration paid, and the average price per Class A Ordinary Share. These figures are presented before deducting estimated offering expenses payable by us.

DESCRIPTION OF CLASS A ORDINARY SHARES WE ARE OFFERING

General

We are a Cayman Islands exempted company and our affairs are governed by our memorandum and articles of association, as amended from time to time, and the Companies Act, and the common law of the Cayman Islands.

As of the date of this prospectus supplement, our authorized share capital is US$200,000 divided into 5,000,000,000 shares with a par value of US$0.00004 each, comprising of 2,500,000,000 Class A Ordinary Shares and 2,500,000,000 Class B Ordinary Shares. These figures reflect an increase from our previous authorized share capital of US$50,000, as approved by our shareholders at the Extraordinary General Meeting and the separate respective Class Meetings for holders of Class A and Class B ordinary shares held on May 20, 2026. As of the date of this prospectus supplement, 22,786,500 Class A Ordinary Shares and 19,500,000 Class B Ordinary Shares are issued and outstanding.

Securities Sold in this Offering

We are offering 20,000,000 Class A Ordinary Shares in this offering. Our Class A Ordinary Shares are listed on the Nasdaq Capital Market and currently trade under the symbol “AGCC”.

All of our issued and outstanding Class A Ordinary Shares are fully paid and non-assessable. Our Class A Ordinary Shares are issued in registered form and are issued when registered in our register of members. Unless the board of directors determines otherwise, each holder of our Class A Ordinary Shares will not receive a certificate in respect of such Ordinary Shares. Our shareholders who are non-residents of the Cayman Islands may freely hold and vote their Class A Ordinary Shares.

Effective May 20, 2026, following approval at our Extraordinary General Meeting and the separate respective Class Meetings for holders of Class A and Class B ordinary shares, our authorized share capital was increased to US$200,000 divided into 5,000,000,000 shares with a par value of US$0.00004 each, comprising 2,500,000,000 Class A Ordinary Shares and 2,500,000,000 Class B Ordinary Shares. This represents an increase from our previous authorized share capital of US$50,000 divided into 1,250,000,000 shares. Subject to the provisions of the Companies Act of the Cayman Islands, and our existing articles of association regarding redemption and purchase of the shares, our Directors have general and unconditional authority to allot (with or without confirming rights of renunciation), grant options over or otherwise deal with any unissued shares to such persons, at such times and on such terms and conditions as they may decide. Such authority could be exercised by the Directors to allot shares which carry rights and privileges that are preferential to the rights attaching to Class A Ordinary Shares. No share may be issued at a discount except in accordance with the provisions of the Companies Act of the Cayman Islands. The Directors may refuse to accept any application for shares and may accept any application in whole or in part, for any reason or for no reason.

PLAN OF DISTRIBUTION

This is a self-directed offering on a best-efforts basis. This prospectus supplement is part of a registration statement that permits our officers and directors to sell the shares directly to the public, with no commission or other remuneration payable to any of them for any shares that are sold by them. We have not entered into any underwriting agreement, arrangement or understanding for the sale of the shares being offered. Our officers and directors will sell the shares and intend to offer them to friends, family members, business acquaintances, and interested parties. In offering the securities on our behalf, our directors and officers will rely on the safe harbor from broker dealer registration set out in Rule 3a4-1 under the Securities Exchange Act of 1934.

Rule 3a4-1 sets forth those conditions under which a person associated with an issuer may participate in the offering of the issuer’s securities and not be deemed to be a broker-dealer. Those conditions are as follows:

Our officers, directors, control persons and affiliates of the same do not intend to purchase any shares in this offering.

Procedures for Subscribing

If you decide to purchase any shares in this offering, you will be required to execute a purchase Agreement, substantially in the form attached hereto as Exhibit 1.1, and tender all funds in the form of checks, drafts, money orders or wire transfers to the bank account of the Company (“Company Account”). Upon the Company’s receipt of such monies, they shall be credited to the Company Account. All checks delivered to the Company shall be made payable to the Company. The Company shall not be required to accept for credit to the Company Account or for deposit into the Company Account checks which are not accompanied by the appropriate subscription information. Wire transfers representing payments by prospective purchasers shall not be deemed deposited in the Company Account until the Company has received in writing the subscription information required with respect to such payments.

No interest will be available for payment to the. We intend to complete one closing of this offering, but may undertake one or more closings on a rolling basis. Therefore, investor funds held in the Company Account may be accessed or utilized by us upon a closing, which may be conducted at our sole discretion at any time and without regard to meeting any minimum offering contingency. Any such funds that the Company receives shall be held in the Company Account until the applicable closing of the offering, and then used to complete securities purchases, or returned if this offering fails to close. Release of the funds to us is based upon the Company reviewing the records of the depository institution holding the funds to verify that the funds received have cleared the banking system prior to releasing the funds to us. All purchase information and purchase funds through checks or wire transfers should be delivered to the Company. Failure to do so will result in subscription funds being returned to the investor. In the event that the offering is terminated, all subscription funds from the Company Account will be returned to investors by noon of the next business day after the termination of the offering.

Transfer Agent and Registrar 

The transfer agent and registrar for our Class A Ordinary Shares is VStock Transfer, LLC. The address for VStock Transfer, LLC is 18 Lafayette Place, Woodmere, NY11598, and its telephone number is (212) 828-8436.

Listing

Our Class A Ordinary Shares are listed on the Nasdaq Capital Market under the trading symbol “AGCC”.

Selling restrictions

No action may be taken in any jurisdiction other than the United States that would permit a public offering of the Securities or the possession, circulation, or distribution of this prospectus supplement in any jurisdiction where action for that purpose is required. Accordingly, our securities may not be offered or sold, directly or indirectly, and neither the prospectus supplement nor any other offering material or advertisements in connection with our securities may be distributed or published in or from any country or jurisdiction except under circumstances that will result in compliance with any applicable laws, rules, and regulations of any such country or jurisdiction.

LEGAL MATTERS

We are being represented by Concord & Sage PC with respect to certain legal matters as to United States federal securities and New York State law. The validity of the Class A Ordinary Shares offered in this offering will be passed upon for us by Harney Westwood & Riegels. Concord & Sage PC may rely upon Harney Westwood & Riegels with respect to matters governed by Cayman Islands law, Ownlyn with respect to matters governed by Taiwan law, AEI Legal LLC with respect to matters governed by Singapore law, and Yang & Co. with respect to matters governed by Indonesia law.

EXPERTS

The consolidated financial statements of Agencia Comercial Spirits Ltd, as of December 31, 2024 and 2025, and for the years ended December 31, 2024 and 2025 incorporated by reference in this prospectus supplement from our 2025 Annual Report, have been audited by Enrome LLP, an independent registered public accounting firm, as stated in their report appearing herein. Such financial statements have been so included in reliance upon the report of such firm given upon the authority of such firm as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

We have filed a registration statement on Form F-1, including relevant exhibits, with the SEC under the Securities Act with respect to the Class A Ordinary Shares to be sold in this offering. This prospectus supplement, which constitutes a part of the registration statement, does not contain all of the information contained in the registration statement. You should read our registration statement and the exhibits and schedules thereto, as well as our 2025 Annual Report on Form 20-F and other filings with the SEC for further information with respect to us and our Class A Ordinary Shares.

We are subject to the periodic reporting and other informational requirements of the Exchange Act as applicable to foreign private issuers. Accordingly, we file reports, including annual reports on Form 20-F, and other information with the SEC. All information filed with the SEC, including the registration statement, can be obtained over the Internet at the SEC’s website at www.sec.gov.

As a foreign private issuer, we are exempt under the Exchange Act from, among other things, the rules prescribing the furnishing and content of proxy statements, and our executive officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, we will not be required under the Exchange Act to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act. As a foreign private issuer, we are required to file our annual report on Form 20-F within 120 days of the end of each fiscal year. However, we intend to furnish our annual reports, which will include a review of operations and annual audited consolidated financial statements prepared in conformity with U.S. GAAP, and all notices of shareholders’ meetings and other reports and communications that are made generally available to our shareholders.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The SEC allows us to incorporate by reference much of the information that we file with the SEC, which means that we can disclose important information to you by referring you to those publicly available documents. The information that we incorporate by reference in this prospectus supplement is considered to be part of this prospectus supplement. Because we are incorporating by reference future filings with the SEC, this prospectus supplement is continually updated, and those future filings may modify or supersede some of the information included or incorporated by reference in this prospectus supplement. This means that you must look at all of the SEC filings that we incorporate by reference to determine if any of the statements in this prospectus supplement or in any document previously incorporated by reference have been modified or superseded. This prospectus supplement incorporates by reference the documents listed below and any future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, except for information “furnished” to the SEC that is not deemed filed and not incorporated by reference into this prospectus supplement (unless otherwise indicated below), until the termination of the offering of securities described in the applicable prospectus supplement or post-effective amendment:

In addition, any reports on Form 6-K we submit to the SEC after the date of the initial registration statement and prior to effectiveness of the registration statement that we specifically identify in such forms as being incorporated by reference into the registration statement of which this prospectus supplement forms a part and all subsequent Annual Reports on Form 20-F filed after the effective date of this registration statement and prior to the termination of this offering and any reports on Form 6-K subsequently submitted to the SEC, or portions thereof that we specifically identify in such forms as being incorporated by reference into the registration statement of which this prospectus supplement forms a part, shall be considered to be incorporated into this prospectus supplement by reference and shall be considered a part of this prospectus supplement from the date of filing or submission of such documents.

The information relating to us contained in this prospectus supplement does not purport to be comprehensive and should be read together with the information contained in the documents incorporated or deemed to be incorporated by reference in this prospectus supplement.

As you read the above documents, you may find inconsistencies in information from one document to another. If you find inconsistencies between the documents and this prospectus supplement, you should rely on the statements made in the most recent document. All information appearing in this prospectus supplement is qualified in its entirety by the information and financial statements, including the notes thereto, contained in the documents incorporated by reference herein.

We will provide to each person, including any beneficial owner, to whom this prospectus supplement is delivered, a copy of these filings, at no cost, upon written or oral request to us at the following address:

AGENCIA COMERCIAL SPIRITS LTD

No. 23-1, Shenzun Rd., Shengang Dist.

Taichung City 429014, Taiwan (R.O.C.)

Tel: +886-4-25614413

Attention: Mr. Tsai Yi Yang

Email: Victsai@agcctw.com

You also may access the incorporated reports and other documents referenced above on our website at agcctw.com. The information contained on, or that can be accessed through, our website is not part of this prospectus supplement.

You should rely only on the information contained or incorporated by reference in this prospectus supplement. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus is accurate only as of the date on the front cover of this prospectus supplement, or such earlier date, that is indicated in this prospectus. Our business, financial condition, results of operations, and prospects may have changed since that date.

PROSPECTUS

Agencia Comercial Spirits Ltd

Up to 20,000,000 Class A Ordinary Shares

We are offering in a self-directed best efforts offering of up to 20,000,000 of our Class A Ordinary Shares, US$0.00004 par value per share (the “Class A Ordinary Shares”) at an assumed public offering price of US$9.00-12.00 per Class A Ordinary Share, which represents a 16.67-37.50% discount compared to our last reported sale price of US$14.40 of our Class A Ordinary Shares, as reported on the Nasdaq Capital Market on June 12, 2026.

The public offering price per Class A Ordinary Share is an assumed price only. The actual number of Class A Ordinary Shares sold in the offering and the final public offering price will be determined at the time of pricing and may be at a discount to the current market price of our Class A Ordinary Shares or to the assumed price set forth above. Therefore, the assumed public offering price used throughout this prospectus may not be indicative of the actual public offering price. The assumed public offering price is used so that we can provide certain disclosures, which require a calculation based on the public offering price.

Our share price is volatile. Since being listed on the Nasdaq Capital Market, our Class A Ordinary Shares have traded at a low of US$3.66 and a high of US$25.73. There has been no change recently in our financial condition or results of operations that is consistent with the recent change in our share price. Our Class A Ordinary Shares are listed on the Nasdaq Capital Market under the symbol “AGCC.” On June 12, 2026, the last reported sales price of our Class A Ordinary Shares on the Nasdaq Capital Market was US$14.40 per share.

Because there is no minimum offering amount required as a condition to closing this offering, we may sell fewer than all of the Class A Ordinary Shares offered hereby, which may significantly reduce the amount of proceeds received by us. Investors in this offering will not receive a refund in the event that we do not sell an amount of Class A Ordinary Shares sufficient to pursue the business goals outlined in this prospectus. Because there is no minimum offering amount, investors could be in a position where they have invested in our company, but we are unable to fulfill our objectives due to a lack of interest in this offering.

Also, any proceeds from the sale of Class A Ordinary Shares offered by us will be available for our immediate use, despite uncertainty about whether we would be able to use such funds to effectively implement our business plan. See “Risk Factors” in this prospectus and “Item 3. Key Information – D. Risk   Factors” in our 2025 Annual Report for more information. There is no minimum number of Class A Ordinary Shares or minimum aggregate amount of proceeds for this offering to close. Accordingly, we have not made any arrangements to place investor funds in an escrow account or trust account. We intend to complete one closing of this offering but may undertake one or more additional closings. The offering will be terminated 90 days after the effectiveness of this registration statement if the closing(s) have not occurred, and may not be extended.

This is a best-efforts self-directed offering. See “Plan of Distribution” beginning of Page 93 of this prospectus for more information.

Any proceeds from the sale of Class A Ordinary Shares offered by us will be available for our immediate use, despite uncertainty about whether we would be able to use such funds to effectively implement our business plan. See “Use of Proceeds” on page 38 for more information.

Upon completion of this offering, and assuming the sale of all 20,000,000 Class A Ordinary Shares offered hereby, our issued and outstanding shares will consist of 42,786,500 Class A Ordinary Shares and 19,500,000 Class B Ordinary Shares. As approved by our shareholders at the EGM held on May 20, 2026, the voting rights of our Class B Ordinary Shares were varied such that each Class B Ordinary Share entitles the holder to 100 votes (prior to which each Class B Ordinary Share entitled the holder to 10 votes), while our Class A Ordinary Shares entitle the holder to one (1) vote per share. Prior to this offering, our Controlling Shareholders, through Ping Shiang Business Ltd, beneficially own 14,463,000 Class A Ordinary Shares, approximately 63.47% of our outstanding Class A Ordinary Shares and 19,500,000 Class B Ordinary Shares, representing 99.58% of the aggregate total voting power of our total issued and outstanding share capital. Immediately after the completion of this offering, and assuming the sale of all 20,000,000 Class A Ordinary Shares offered hereby, Ping Shiang Business Ltd’s ownership of Class A Ordinary Shares will represent approximately 33.80% of the total issued and outstanding Class A Ordinary Shares, and its ownership of Class A and Class B Ordinary Shares will represent approximately 98.58% of the total voting power of the Company. Consequently, as the Controlling Shareholders will continue to hold more than 50% of the total voting power, the Company will continue to qualify as a “controlled company” within the meaning of Nasdaq Stock Market Rule 5615(c).

Investing in our Class A Ordinary Shares involves a high degree of risk, including the risk of losing your entire investment.

See “Risk Factors” beginning on page 13 of this prospectus and under similar headings in the other documents that are incorporated by reference into this prospectus before making a decision to purchase our securities.

We are both an “emerging growth company” and a “foreign private issuer” as defined under the federal securities laws and as such, may elect to comply with reduced public company reporting requirements. See “Prospectus Summary - Implications of Being an Emerging Growth Company” and “Prospectus Summary - Implications of Being a Foreign Private Issuer”.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these Securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

You should not assume that the information contained in the Registration Statement of which this prospectus is a part is accurate as of any date other than the date hereof, regardless of the time of delivery of this prospectus or of any sale of the Class A Ordinary Shares being registered in the Registration Statement of which this prospectus forms a part.

No dealer, salesperson or any other person is authorized to give any information or make any representations in connection with this offering other than those contained in this prospectus and, if given or made, the information or representations must not be relied upon as having been authorized by us. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any security other than the securities offered by this prospectus, or an offer to sell or a solicitation of an offer to buy any securities by anyone in any jurisdiction in which the offer or solicitation is not authorized or is unlawful.

Note:

We will deliver the Class A Ordinary Shares being issued to the investors electronically, upon closing and receipt of investor funds for the purchase of the Class A Ordinary Shares offered pursuant to this prospectus. We expect the delivery of such securities against payment in U.S. dollars will be made, with respect to Class A Ordinary Shares sold within 2 business days of purchase.

We estimate the total expenses of this offering payable by us will be approximately US$233,500. After deducting total expenses, we expect net proceeds of approximately US$209,766,500. See “Plan of Distribution” on page 93.

The date of this prospectus is June 17, 2026

TABLE OF CONTENTS

ABOUT THIS PROSPECTUS

We have not authorized anyone to provide you with any information or to make any representations other than as contained in this prospectus or in any free writing prospectus we have prepared. We do not take responsibility for, and provide no assurance about the reliability of, any information that others may give you. This prospectus is an offer to sell only the securities offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of the securities. Our business, financial condition, results of operations and prospects may have changed since that date.

This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed, or will be incorporated by reference as exhibits to the registration statement of which this prospectus forms a part, and you may obtain copies of those documents as described below under “Where You Can Find More Information.”

For investors outside the United States: Unless otherwise indicated, information in this prospectus concerning economic conditions, our industries and our markets is based on a variety of sources, including information from third-party industry analysts and publications and our own estimates and research. This information involves a number of assumptions, estimates and limitations. The industry publications, surveys and forecasts and other public information generally indicate or suggest that their information has been obtained from sources believed to be reliable. None of the third-party industry publications used in this prospectus was prepared on our behalf nor have we taken any steps to independently verify such information. The industries in which we operate are subject to a high degree of uncertainty and risk due to a variety of factors, including those described in “Risk Factors” in this prospectus. These and other factors could cause results to differ materially from those expressed in these publications. In addition, we have not done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction, other than the United States, where action for that purpose is required. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the Class A Ordinary Shares and the distribution of this prospectus outside the United States.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements that reflect our current expectations and views of future events, all of which are subject to risks and uncertainties. Forward-looking statements give our current expectations or forecasts of future events. You can identify these statements by the fact that they do not relate strictly to historical or current facts. You can find many (but not all) of these statements by the use of words such as “approximates,” “believes,” “hopes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “plans,” “will,” “would,” “should,” “could,” “may” or other similar expressions in this prospectus. These statements are likely to address our growth strategy, financial results and product and development programs. You must carefully consider any such statements and should understand that many factors could cause actual results to differ from our forward-looking statements. These factors may include inaccurate assumptions and a broad variety of other risks and uncertainties, including some that are known and some that are not. No forward-looking statement can be guaranteed and actual future results may vary materially. Factors that could cause actual results to differ from those discussed in the forward-looking statements include, but are not limited to:

We base our forward-looking statements on our management’s beliefs and assumptions based on information available to our management at the time the statements are made. We caution you that actual outcomes and results may, and are likely to, differ materially from what is expressed, implied or forecast by our forward-looking statements. Accordingly, you should be careful about relying on any forward-looking statements. Except as required under the federal securities laws, we do not have any intention or obligation to update publicly any forward-looking statements after the distribution of this prospectus, whether as a result of new information, future events, changes in assumptions, or otherwise.

DEFINITIONS

“Agencia Cayman” means Agencia Comercial Spirits Ltd, which was incorporated as an exempted company under the laws of the Cayman Islands on March 7, 2025.

“AGCC Indonesia” means PT. AGCC AITECH Indonesia in Indonesia.

“AGCC Singapore” means AGCC Singapore Pte. Ltd. in Singapore.

“Business Day” means a day (other than a Saturday, Sunday or public holiday in the U.S.) on which licensed banks in the U.S. are generally open for normal business to the public.

“BVI” means the British Virgin Islands.

“Company,” “our Company,” “we,” “our,” or “us” means Agencia Comercial Spirits Ltd, an exempted company incorporated in the Cayman Islands with limited liability under the Companies Act on March 7, 2025.

“Companies Act” means the Companies Act (as amended) of the Cayman Islands.

“Class A Ordinary Shares” means the Class A ordinary shares of Agencia Cayman, par value $0.00004 each with 1 vote per Class A ordinary share and unless the context otherwise requires, any reference to Class A Ordinary Share(s) shall be deemed to include (i) any share(s) arising from any consolidation, subdivision or share split of the Class A Ordinary Shares, provided that such share(s) confer rights which, taken as a whole, are substantially equivalent to the rights attached to the Class A Ordinary Shares immediately prior to such consolidation, subdivision or split; (ii) any share(s) issued by way of capitalization of reserves or by way of bonus issue to the holders of Class A Ordinary Shares, in their capacity as such, where such share(s) confer rights which, taken as a whole, are substantially equivalent to the rights attached to the Class A Ordinary Shares immediately prior to such issue; and (iii) any share(s) in the Company or in any successor or amalgamated company allotted or issued to, or received by, holders of Class A Ordinary Shares (or their successors in title) pursuant to any amalgamation, merger, reconstruction, scheme of arrangement or reorganization, in consideration of, or in exchange or substitution for, the Class A Ordinary Shares, where such share(s) confer rights which, taken as a whole, are not materially less favorable than the rights attached to the Class A Ordinary Shares immediately prior to such transaction.

“Class B Ordinary Shares” means the Class B ordinary shares of Agencia Cayman, par value $0.00004 each, which entitle the holder thereof to 100 votes for each Class B ordinary share (following the approval by our shareholders at the Extraordinary General Meeting   and the separate respective Class Meetings for holders of Class A and Class B ordinary shares held on May 20, 2026, prior to which each Class B ordinary share entitled the holder to 10 votes);   and unless the context otherwise requires, any reference to Class B Ordinary Share(s) shall be deemed to include (i) any share(s) arising from any consolidation, subdivision or share split of the Class B Ordinary Shares, provided that such share(s) confer rights which, taken as a whole, are substantially equivalent to the rights attached to the Class B Ordinary Shares immediately prior to such consolidation, subdivision or split; (ii) any share(s) issued by way of capitalization of reserves or by way of bonus issue to the holders of Class B Ordinary Shares, in their capacity as such, where such share(s) confer rights which, taken as a whole, are substantially equivalent to the rights attached to the Class B Ordinary Shares immediately prior to such issue; and (iii) any share(s) in the Company or in any successor or amalgamated company allotted or issued to, or received by, holders of Class B Ordinary Shares (or their successors in title) pursuant to any amalgamation, merger, reconstruction, scheme of arrangement or reorganization, in consideration of, or in exchange or substitution for, the Class B Ordinary Shares, where such share(s) confer rights which, taken as a whole, are not materially less favorable than the rights attached to the Class B Ordinary Shares immediately prior to such transaction.

“Controlling Shareholders” means Mr. Tsai Yi Yang, our Chief Executive Officer, and his mother, Ms. Lee Li Mei. Mr. Tsai Yi Yang and Ms. Lee Li Mei own 82% and 18%, respectively, of Ping Shiang Business Ltd, a limited liability company incorporated under the laws of the British Virgin Islands. In connection with the Form 144 filed with the SEC on June 1, 2026, Ping Shiang Business Ltd intends to sell 1,100,000 Class A Ordinary Shares in the open market. As of June 8, 2026, Ping Shiang Business Ltd has sold 37,000 Class A Ordinary Shares in the open market. Through Ping Shiang Business Ltd, Mr. Tsai Yi Yang and Ms. Lee Li Mei beneficially own 14,463,000 Class A Ordinary Shares and 19,500,000 Class B Ordinary Shares as of the date of this prospectus, representing approximately 63.47% of our outstanding Class A Ordinary Shares and 99.58% of the aggregate total voting power of our total issued and outstanding share capital. By virtue of their ownership and control of Ping Shiang Business Ltd, Mr. Tsai Yi Yang and Ms. Lee Li Mei are deemed to share beneficial ownership and voting control over all such shares.

“Exchange Act” means the United States Securities Exchange Act of 1934, as amended.

“EGM” or “Extraordinary General Meeting” means the extraordinary general meeting of the Company’s shareholders held on May 20, 2026, at which the following resolutions were approved as Special Resolutions: (i) the increase of the Company’s authorized share capital from US$50,000 (1,250,000,000 shares) to US$200,000 (5,000,000,000 shares, comprising 2,500,000,000 Class A Shares and 2,500,000,000 Class B Shares); (ii) the variation of the voting rights of Class B Ordinary Shares to 100 votes per share; (iii) the adoption of the Third Amended and Restated Memorandum and Articles of Association; and (iv) the allotment and issuance of 5,000,000 Class B Ordinary Shares to Ping Shiang Business Ltd.

“Group” or “our Group” means our Company and its subsidiaries or any of them, or where the context so requires, in respect of the period before our Company becoming the holding company of its present subsidiaries, such subsidiaries as if they were subsidiaries of our Company at the relevant time or the businesses which have since been acquired or carried on by them or as the case may be their predecessors.

“Hong Kong” or “HK” means the Hong Kong Special Administrative Region of The Peoples’ Republic of China.

“IDR” means Indonesian Rupiah, the lawful currency of Indonesia.

“Independent Third Party” means a person or company who or which is independent of and is not a 5% owner of, does not control and is not controlled by or under common control with any 5% owner and is not the spouse or descendant (by birth or adoption) of any 5% owner of the Company.

“Indonesia” means the Republic of Indonesia.

“Initial Public Offering” or “IPO” means the closing on October 23, 2025 of the Company’s initial public offering of 1,750,000 Class A Ordinary Shares at US$4.00 per share (US$7.00 million total). Subsequently, on October 31, 2025, the Company closed the issuance of an additional 262,500 Class A Ordinary Shares pursuant to the full exercise of the underwriters’ over-allotment option, bringing total gross proceeds to US$8.05 million.

“NTD” means Taiwan Dollar(s), the lawful currency of Taiwan, the Republic of China (R.O.C.).

“PRC” means The People’s Republic of China, excluding, for the purposes of this prospectus only, Hong Kong, but it should be noted that legal and operational risks associated with operating in The People’s Republic of China may also be applicable to Hong Kong.

“SEC” or “Securities and Exchange Commission” means the United States Securities and Exchange Commission. “Securities Act” means the U.S. Securities Act of 1933, as amended.

“SGD” means Singapore Dollar(s), the lawful currency of Singapore.

“Singapore” means the Republic of Singapore.

“Taiwan” means Taiwan, the Republic of China (R.O.C.).

“Taiwan Operating Subsidiary” means Agencia Comercial Co., Ltd in Taiwan.

“Third Amended and Restated Memorandum and Articles of Association” means the third amended and restated memorandum and articles of association of our Company adopted by a special resolution of our shareholders at the EGM held on May 20, 2026, and as supplemented, amended or otherwise modified from time to time, a copy of which is filed as Exhibit 3.1 to our Report on Form 6-K furnished to the SEC on May 21, 2026.

“USD,” “US$,” “$” or “U.S. dollars” means United States Dollar(s), the lawful currency of the United States.

RISK FACTORS

Investing in our Class A Ordinary Shares is highly speculative and involves a significant degree of risk. You should carefully consider the following risks, as well as other information contained in this prospectus, before making an investment in our Company. The risks discussed below could materially and adversely affect our business, prospects, financial condition, results of operations, cash flows, ability to pay dividends and the trading price of our Class A Ordinary Shares. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially and adversely affect our business, prospects, financial condition, results of operations, cash flows and ability to pay dividends, and you may lose all or part of your investment.

Risks related to this offering and our Class A Ordinary Shares

We are selling this offering without an underwriter and may be unable to sell any shares.

This offering is self-directed, that is, we are not going to engage the services of an underwriter to sell the shares; we intend to sell them through our officers and members of the board of directors, who will receive no commissions. They will offer the shares to friends, relatives, acquaintances and business associates; however, there is no guarantee that they will be able to sell any of the shares. None of our officers and directors has any experience conducting a best efforts offering, which decreases the likelihood that the Offering will be successful.

Investors in this offering will experience immediate and substantial dilution in the net tangible book value per share of the Class A Ordinary Shares as well as aggressive dilution of their relative voting power.

Investors in this offering will experience immediate and substantial dilution in the net tangible book value per share of the Class A Ordinary Shares. The public offering price is expected to be substantially higher than the net tangible book value per share of our outstanding Class A Ordinary Shares. After deducting estimated offering expenses, our pro forma as-adjusted net tangible book value (giving effect to this offering) will be lower than the offering price. Accordingly, new investors will experience immediate dilution, while existing shareholders may see an increase in their net tangible book value per Class A Ordinary Shares primarily at the expense of the new investors.

Furthermore, because we are offering a substantial number of Class A Ordinary Shares (up to 20,000,000 shares) relative to our existing share capital, and because of the one hundred-to-one voting ratio between our Class B and Class A Ordinary Shares, purchasers in this offering will experience aggressive dilution of their voting power. Upon completion of this offering, the 20,000,000 Class A Ordinary Shares (assuming all sold) sold hereby will represent the vast majority of our outstanding Class A Ordinary Shares, yet will collectively represent only approximately 1.00% of the total voting power of our outstanding share capital. For a more detailed description, see “Dilution.”

The Company’s Class A Ordinary Shares are currently listed on Nasdaq. However, there is no guarantee that the Company will be able to maintain the listing of its Class A Ordinary Shares on Nasdaq in the future, which could limit investors’ ability to make transactions in the Class A Ordinary Shares and subject the Company to additional trading restrictions.

In order to maintain the listing on Nasdaq, the Company is required to meet certain financial and share price criteria. The Company may be unable to meet these requirements in the future.

If the Company’s Class A Ordinary Shares are delisted from Nasdaq and the Company is unable to list its shares on another national securities exchange, such shares may be quoted on an over-the-counter market in the United States. If this occurs, the Company could face significant adverse consequences, including:

As of the date of this prospectus, our Class A Ordinary Shares are listed on Nasdaq. Under U.S. federal law, this listing preempts state-level regulation of their sale. However, states retain the authority to investigate companies if there is suspicion of fraud. If fraud is found, states may regulate or bar the sale of shares. If we were no longer listed on Nasdaq, we would be subject to state regulations in each jurisdiction where we offer our shares.

The trading price of our Class A Ordinary Shares may be volatile, which could result in substantial losses to investors.

The trading price of our Class A Ordinary Shares may be subject to wide fluctuations. Recently, there have been instances of extreme stock price run-ups followed by rapid price declines and strong stock price volatility among recently public companies, especially those with relatively smaller public floats. As a company with a relatively small public float and market capitalization, we may experience greater stock price volatility, extreme price run-ups, lower trading volume and less liquidity than large-capitalization companies. Such volatility, including any stock-run up, may be unrelated to our actual or expected operating performance, financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of our Class A Ordinary Shares.

Moreover, the trading price of our Class A Ordinary Shares may fluctuate due to broad market and industry factors, such as the performance and fluctuation of the market prices of other companies with business operations located mainly in Taiwan that are listed in the U.S. The trading performance of these Taiwanese companies may affect investor sentiment toward all companies from the region listed in the U.S., which may impact the trading performance of our Class A Ordinary Shares regardless of our actual operating performance.

In addition to market and industry factors, the price and trading volume for our Class A Ordinary Shares may be highly volatile due to factors specific to our own operations, including:

Any of these factors may result in large and sudden changes in the volume and price at which our Class A Ordinary Shares will trade. Furthermore, the stock market in general experiences price and volume fluctuations that are often unrelated or disproportionate to the operating performance of companies like us. These broad market and industry fluctuations may adversely affect the market price of our Class A Ordinary Shares.

In addition, if the trading volume of our Class A Ordinary Shares is low, trading activity in relatively small quantities may easily influence the price of our Class A Ordinary Shares. This low volume of trades could also cause the price of our Class A Ordinary Shares to fluctuate greatly, with large percentage changes in price occurring in any trading day session. Holders of our Class A Ordinary Shares may also not be able to readily liquidate their investment or may be forced to sell at depressed prices due to low volume trading. If high spreads between the bid and asked prices of our Class A Ordinary Shares exist at the time of purchase, the stock would have to appreciate substantially on a relative percentage basis for an investor to recoup their investment. Broad market fluctuations and general economic and political conditions may also adversely affect the market price of our Class A Ordinary Shares. As a result of this volatility, investors may experience losses on their investment in our Class A Ordinary Shares. A decline in the market price of our Class A Ordinary Shares also could adversely affect our ability to issue additional Class A Ordinary Shares or other securities and our ability to obtain additional financing in the future. No assurance can be given that an active market in our Class A Ordinary Shares will be sustained. If an active market is not maintained, holders of our Class A Ordinary Shares may be unable to readily sell the shares they hold or may not be able to sell their shares at all.

In the past, shareholders of public companies have often brought securities class action suits against those companies following periods of instability in the market price of their securities. If we were involved in a class action suit, it could divert a significant amount of our management’s attention and other resources from our business and operations and require us to incur significant expenses to defend the suit, which could harm our results of operations. Any such class action suit, whether or not successful, could harm our reputation and restrict our ability to raise capital in the future. In addition, if a claim is successfully made against us, we may be required to pay significant damages, which could have a material adverse effect on our financial condition and results of operations.

Our management will have broad discretion over the use of the net proceeds from this offering and you may not agree with how we spend them.

Our management will have significant flexibility in applying the net proceeds. You will be relying on the judgment of our management, and you will not have the opportunity to influence our spending decisions. We may invest the proceeds in ways that do not yield a favorable return or that fail to improve our financial condition, which could have a material adverse effect on our business and results of operations.

If securities or industry analysts do not publish research or reports about our business, or if they adversely change their recommendations regarding our Class A Ordinary Shares, the market price for our Class A Ordinary Shares and trading volume could decline.

The trading market for our Class A Ordinary Shares will be influenced by research or reports that industry or securities analysts publish about our business. If one or more analysts who cover us downgrade our Class A Ordinary Shares, the market price for our Class A Ordinary Shares would likely decline. If one or more of these analysts cease to cover us or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause the market price or trading volume for our Class A Ordinary Shares to decline.

Future sales or the issuance of additional Class A Ordinary Shares could adversely affect their market price and result in dilution to our shareholders.

Sales of substantial amounts of our Class A Ordinary Shares in the public market, or the perception that these sales could occur, could adversely affect the market price of our Class A Ordinary Shares and could materially impair our ability to raise capital through equity offerings in the future.

As of the date of this Prospectus, we have 22,786,500 Class A Ordinary Shares outstanding. A significant portion of these shares is held by our directors, officers, and certain major shareholders. While these shares were previously subject to customary lock-up agreements in connection with our initial public offering, those restrictions have expired on April 21, 2026.

As these lock-up restrictions expire, a substantial number of shares may become eligible for sale in the public market, subject to compliance with Rule 144 under the Securities Act and other applicable regulations. In fact, in connection with the Form 144 filed with the SEC on June 1, 2026, Ping Shiang Business Ltd intends to sell 1,100,000 Class A Ordinary Shares in the open market, and as of June 8, 2026, Ping Shiang Business Ltd had sold 37,000 Class A Ordinary Shares in the open market. We cannot predict the effect, if any, that future market sales of securities held by significant shareholders or the availability of these securities for sale will have on the prevailing market price of our Class A Ordinary Shares. In addition, if we issue additional Class A Ordinary Shares in the future to raise capital or as stock-based compensation, our existing shareholders will experience further dilution. Any such issuances or the perception that such sales or issuances might occur, may adversely affect the price of our Class A Ordinary Shares and make it more difficult for us to sell equity or equity-related securities in the future at a time and price that we deem appropriate.

Because we do not expect to pay dividends in the foreseeable future, you must rely on price appreciation of our Class A Ordinary Shares for return on your investment.

We currently intend to retain most, if not all, of our available funds and any future earnings to fund the development and growth of our business. As a result, we do not expect to pay any cash dividends in the foreseeable future. Therefore, you should not rely on an investment in our Class A Ordinary Shares as a source for any future dividend income.

Our board of directors has complete discretion as to whether to distribute dividends. Even if our board of directors decides to declare and pay dividends, the timing, amount and form of future dividends, if any, will depend on, among other things, our future results of operations and cash flow, our capital requirements and surplus, the amount of distributions, if any, received by us from our subsidiary, our financial condition, contractual restrictions and other factors deemed relevant by our board of directors. Accordingly, the return on your investment in our Class A Ordinary Shares will likely depend entirely upon any future price appreciation of our Class A Ordinary Shares. There is no guarantee that our Class A Ordinary Shares will appreciate in value or even maintain the price at which you purchased the Class A Ordinary Shares. You may not realize a return on your investment in our Class A Ordinary Shares and you may even lose your entire investment in our Class A Ordinary Shares.

There can be no assurance that we will not be a passive foreign investment company, or PFIC, for U.S. federal income tax purposes for any taxable year, which could subject U.S. investors in our Class A Ordinary Shares to significant adverse U.S. federal income tax consequences.

We will be classified as a passive foreign investment company, or PFIC, for United States federal income tax purposes for any taxable year if either (a) 75% or more of our gross income for such year consists of certain types of “passive” income or (b) 50% or more of the value of our assets (generally determined on the basis of a quarterly average) during such year produce or are held for the production of passive income (the “asset test”). We will be treated as owning our proportionate share of the assets and earnings of any other corporation in which we own, directly or indirectly, more than 25% (by value) of the stock. Based upon our current and expected income and assets, including goodwill and other unbooked intangibles not reflected on our balance sheet (taking into account the proceeds from our initial public offering) and the market price of our Class A Ordinary Shares, we do not believe we were a PFIC for the taxable year ended December 31, 2025, and we do not expect to be classified as a PFIC for the current taxable year or the foreseeable future.

While we do not expect to be classified as a PFIC, because the value of our assets for purposes of the asset test may be determined by reference to the market price of our Class A Ordinary Shares, fluctuations in the market price of our Class A Ordinary Shares may cause us to be classified as a PFIC for the current or subsequent taxable years. The determination of whether we will be classified as a PFIC will also depend, in part, on the composition of our income and assets. In addition, the composition of our income and assets will also be affected by how, and how quickly, we use our liquid assets and the cash raised in our initial public offering. If we determine not to deploy significant amounts of cash for active purposes, our risk of being a PFIC may substantially increase. It is also possible that the U.S. Internal Revenue Service, or the IRS could challenge our classification of certain income and assets as non-passive, which could result in our company being or becoming a PFIC for the current or future taxable years. Because PFIC status is a factual determination made annually after the close of each taxable year, there can be no assurance that we will not be a PFIC for the current taxable year or any future taxable year.

If we are a PFIC in any taxable year, a U.S. Holder (as defined in “Taxation — U.S. Federal Income Tax Considerations”) may incur significantly increased U.S. income tax on gain recognized on the sale or other disposition of the Class A Ordinary Shares and on the receipt of distributions on the Class A Ordinary Shares to the extent such distribution is treated as an “excess distribution” under the U.S. federal income tax rules, and such U.S. Holder may be subject to burdensome reporting requirements. Further, if we are a PFIC for any year during which a U.S. Holder holds our Class A Ordinary Shares, we generally will continue to be treated as a PFIC for all succeeding years during which such U.S. Holder holds our Class A Ordinary Shares, unless we were to cease to be a PFIC and the U.S. Holder were to make a “deemed sale” election with respect to the Class A Ordinary Shares. For more information, see “Taxation — U.S. Federal Income Tax Considerations — PFIC Rules.”

Our Third Amended and Restated Memorandum and Articles of Association contain anti-takeover provisions that could have a material adverse effect on the rights of holders of our Class A Ordinary Shares.

Our Third Amended and Restated Memorandum and Articles of Association contain provisions to limit the ability of others to acquire control of our company or cause us to engage in change-of-control transactions. These provisions could have the effect of depriving our shareholders of an opportunity to sell their shares at a premium over prevailing market prices by discouraging third parties from seeking to obtain control of our Company in a tender offer or similar transaction. In particular, our dual-class share structure, which provides each Class B Ordinary Share with 100 votes (as approved at our EGM and the separate respective Class Meetings for holders of Class A and Class B ordinary shares held on May 20, 2026), concentrates voting power with our Controlling Shareholders. This concentration of control will limit your ability to influence corporate matters and may discourage others from pursuing any potential merger, takeover, or other change-of-control transactions that holders of Class A Ordinary Shares may view as beneficial. Furthermore, our board of directors has the authority, without further action by our shareholders, to issue preferred shares in one or more series and to fix their designations, powers, preferences, privileges, and relative participating, optional or special rights and the qualifications, limitations or restrictions, including dividend rights, conversion rights, voting rights, terms of redemption and liquidation preferences, any or all of which may be greater than the rights associated with our Class A Ordinary Shares. Class B Ordinary Shares could be issued quickly with terms calculated to delay or prevent a change in control of our company or make the removal of management more difficult. If our board of directors decides to issue Class B Ordinary Shares, the price of our Class A Ordinary Shares may fall and the voting and other rights of the holders of our Class A Ordinary Shares may be materially and adversely affected.

You may face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited, because we are an exempted company incorporated under Cayman Islands law.

We are an exempted company incorporated under the laws of the Cayman Islands. Our corporate affairs are governed by our Third Amended and Restated Memorandum and Articles of Association, the Companies Act (As Revised) of the Cayman Islands and the common law of the Cayman Islands. The rights of shareholders to take action against the directors, actions by minority shareholders and the fiduciary responsibilities of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from the common law of England, the decisions of whose courts are of persuasive authority, but are not binding, on a court in the Cayman Islands. The rights of our shareholders and the fiduciary responsibilities of our directors under Cayman Islands law are not as clearly established as they would be under statutes or judicial precedent in some jurisdictions in the U.S. In particular, the Cayman Islands has a less developed body of securities laws than the U.S. Some U.S. states, such as Delaware, have more fully developed and judicially interpreted bodies of corporate law than the Cayman Islands. In addition, Cayman Islands companies may not have standing to initiate a shareholder derivative action in a federal court of the U.S.

Shareholders of Cayman Islands exempted companies like us have no general rights under Cayman Islands law to inspect corporate records or to obtain copies of lists of shareholders of these companies. Our directors have discretion under our Third Amended and Restated Memorandum and Articles of Association to determine whether or not, and under what conditions, our corporate records may be inspected by our shareholders, but we are otherwise not obliged to make them available to our shareholders. This may make it more difficult for you to obtain the information needed to establish any facts necessary for a shareholder motion or to solicit proxies from other shareholders in connection with a proxy contest.

Certain corporate governance practices in the Cayman Islands, which is our home country, differ significantly from requirements for companies incorporated in other jurisdictions such as the U.S. Currently, we rely on home country practice with respect to certain corporate governance matters and as a result, our shareholders may be afforded less protection than they otherwise would under rules and regulations applicable to U.S. domestic issuers.

As a result of all of the above, our public shareholders may have more difficulty in protecting their interests in the face of actions taken by management, members of the board of directors or our Controlling Shareholders than they would as public shareholders of a company incorporated in the U.S. For a discussion of significant differences between the provisions of the Companies Act (Revised) of the Cayman Islands and the laws applicable to companies incorporated in the U.S. and their shareholders, see “Certain Cayman Islands Company Considerations.”

Certain judgments obtained against us by our shareholders may not be enforceable.

We are a Cayman Islands exempted company and substantially all of our assets are located outside of the U.S. The majority of our current operations are conducted in Taiwan, and our 99.99%-owned subsidiary, PT. AGCC AITECH Indonesia, has recently entered into a binding land sale and purchase agreement to acquire land in Indonesia, and entered into material agreements for our expansion into Indonesia and Singapore. We have also recently established subsidiaries in other jurisdictions, including the U.S., Hong Kong, Japan, Malaysia, and Thailand, though these entities have no business operations as of the date of this prospectus. In addition, some of our directors and officers are nationals and residents of countries and regions other than the U.S. Substantially all of the assets of these persons are located outside the U.S. As a result, it may be difficult or impossible for you to bring an action against us or against these individuals in the U.S. in the event that you believe that your rights have been infringed under the U.S. federal securities laws or otherwise. Even if you are successful in bringing an action of this kind, the laws of the Cayman Islands, Taiwan, Indonesia, Singapore, Hong Kong, Japan, Malaysia, and Thailand may render you unable to enforce a judgment against our assets or the assets of our directors and officers. For more information regarding the relevant laws of the Cayman Islands, Taiwan, Indonesia, and Singapore, see “Enforceability of Civil Liabilities”. 

We incur increased costs as a result of being a public company.

As a public company, we incur significant legal, accounting and other expenses that we did not incur as a private company. The Sarbanes-Oxley Act of 2002, as well as rules subsequently implemented by the SEC and the Nasdaq, impose various requirements on the corporate governance practices of public companies. Compliance with these rules and regulations has increased our legal and financial compliance costs and has made some corporate activities more time-consuming and costly. For example, operating as a public company has made it more difficult and more expensive for us to obtain director and officer liability insurance, and we have been required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. In addition, we incur additional costs associated with our public company reporting requirements. It may also continue to be more difficult for us to find qualified persons to serve on our board of directors or as executive officers. We are continually evaluating and monitoring developments with respect to these rules and regulations, and we cannot predict or estimate with any degree of certainty the amount of future costs we may incur or the timing of such costs.

The obligation to disclose information publicly may put us at a disadvantage to competitors that are private companies.

As a publicly listed company in the United States, we are required to file annual reports with the Securities and Exchange Commission. In some cases, we are required to disclose material agreements or results of financial operations that we would not be required to disclose if we were a private company. Our competitors may have access to this information, which would otherwise be confidential. This may give them advantages in competing with our company. Similarly, as a U.S.-listed public company, we are governed by U.S. laws that some of our competitors are not required to follow. To the extent compliance with U.S. laws increases our expenses or decreases our competitiveness against such companies, our public listing could adversely affect our results of operations.

We are a foreign private issuer within the meaning of the rules under the Exchange Act, and as such we are exempt from certain provisions applicable to United States domestic public companies.

Because we are a foreign private issuer under the Exchange Act, we are exempt from certain provisions of the securities rules and regulations in the U.S. that are applicable to U.S. domestic issuers, including:

We are required to file an annual report on Form 20-F within four months of the end of each fiscal year. In addition, we will furnish to the SEC on Form 6-K any material information that we make public in accordance with applicable law or stock exchange rules, including press releases relating to financial results and material events. However, the information we are required to file with or furnish to the SEC will be less extensive and less timely than that required to be filed with the SEC by U.S. domestic issuers. As a result, you may not be afforded the same protections or information that would be made available to you were you investing in a U.S. domestic issuer.

We are a “controlled company” within the meaning of the Nasdaq listing rules, and may follow certain exemptions from certain corporate governance requirements that could adversely affect our public shareholders.

Our Controlling Shareholders, through Ping Shiang Business Ltd, continue to own more than a majority of the voting power of our outstanding Ordinary Shares. Under the Nasdaq listing rules, a company of which more than 50% of the voting power is held by an individual, group, or another company is a “controlled company” and is permitted to phase in its compliance with the independent committee requirements. As a “controlled company,” we are permitted to elect not to comply with certain corporate governance requirements. Currently, we do not utilize the exemptions available for controlled companies but instead rely on the exemptions available for foreign private issuers to follow our home country governance practices. Although we do not currently rely on the “controlled company” exemptions under the Nasdaq listing rules even if we are deemed a “controlled company”, we could elect to rely on these exemptions in the future. If we were to elect to rely on the “controlled company” exemptions, a majority of the members of our board of directors might not be independent directors and our nominating and corporate governance and compensation committees might not consist entirely of independent directors. Accordingly, if we rely on these exemptions during the period we remain a “controlled company” and during any transition period following a time when we are no longer a “controlled company”, you may not have the same protections afforded to shareholders of companies that are subject to all of the corporate governance requirements of Nasdaq.

Our dual-class voting structure limits your ability to influence corporate matters and could discourage others from pursuing any change of control transactions that holders of our Class A Ordinary Shares may view as beneficial.

We have a dual-class voting structure consisting of Class A Ordinary Shares and Class B Ordinary Shares. Under this structure, holders of Class A Ordinary Shares are entitled to one (1) vote per share in respect of matters requiring the votes of shareholders, while holders of Class B Ordinary Shares are entitled to one hundred (100) votes per share (as approved at our EGM and separate class meeting held on May 20, 2026). As of the date of this prospectus, our Controlling Shareholders, through Ping Shiang Business Ltd beneficially own 14,463,000 Class A Ordinary Shares, approximately 63.47% of our outstanding Class A Ordinary Shares and 19,500,000 Class B Ordinary Shares (following the allotment of 5,000,000 Class B Ordinary Shares approved at such meetings), representing 99.58%, of the aggregate total voting power of our total issued and outstanding share capital.

Under our Third Amended and Restated Memorandum and Articles of Association, the rights attached to any class of shares may be varied or modified only with the sanction of a special resolution of holders of such shares passed at a separate class meeting. However, because our Controlling Shareholders hold 63.47% of our outstanding Class A Ordinary Shares, they possess the voting power to unilaterally approve or block any such variation or modification requiring a separate class meeting of the Class A Ordinary Shares.

Our Controlling Shareholders also have the ability to determine all matters requiring approval by shareholders. The interests of our Controlling Shareholders may not coincide with your interests, and they may make decisions with which you disagree, including decisions on important topics such as the composition of the board of directors, compensation, management succession, and our business and financial strategy. To the extent that the interests of our Controlling Shareholders differ from your interests, you may be disadvantaged by any action that they may seek to pursue. This concentrated control could also discourage others from pursuing any potential merger, takeover or other change of control transactions, which could have the effect of depriving the holders of our Class A Ordinary Shares of the opportunity to sell their shares at a premium over the prevailing market price.

The dual-class structure of our Ordinary Shares has the effect of concentrating voting control with our Controlling Shareholders. This ownership limits or precludes your ability to influence corporate matters, including the election of directors, amendments of our organizational documents, and any merger, consolidation, sale of all or substantially all of our assets, or other major corporate transactions requiring shareholder approval, which may adversely affect the trading price of our Class A Ordinary Shares.

Each Class B Ordinary Share is entitled to one hundred (100) votes per share (as approved at our EGM and separate class meeting held on May 20, 2026), and each Class A Ordinary Share is entitled to one (1) vote per share. As of the date of this prospectus, our Controlling Shareholders, through Ping Shiang Business Ltd, beneficially own 14,463,000 Class A Ordinary Shares and 19,500,000 Class B Ordinary Shares (following the allotment of 5,000,000 Class B Ordinary Shares approved at such meetings), representing 99.58% of the aggregate total voting power of our total issued and outstanding share capital. Accordingly, the Controlling Shareholders control all matters submitted to our shareholders for approval.

In addition, there is no restriction under our Third Amended and Restated Memorandum and Articles of Association for potential future issuances of Class B Ordinary Shares. If such issuances occurred, the voting power of the holders of the Class A Ordinary Shares would be further diluted.

The Controlling Shareholders have the ability to determine all matters requiring approval by shareholders, which may limit or preclude your ability to influence corporate matters for the foreseeable future, including the election of directors, amendments of our organizational documents and any merger, consolidation, sale of all or substantially all of our assets or other major corporate transactions requiring shareholder approval. In addition, this concentrated control may prevent or discourage unsolicited acquisition proposals or offers for our capital stock that you may feel are in your best interest as one of our shareholders. As a result, such concentrated control may adversely affect the market price of our Class A Ordinary Shares.

We cannot predict the effect that our dual-class structure may have on the market price of our Class A Ordinary Shares.

We cannot predict whether our dual-class structure will result in a lower or more volatile market price of our Class A Ordinary Shares, adverse publicity or other adverse consequences. For example, certain index providers have announced and implemented restrictions on including companies with multiple-class share structures in certain of their indices. In July 2017, FTSE Russell announced that it would require new constituents of its indices to have greater than 5% of the company’s voting rights in the hands of public stockholders, and S&P Dow Jones announced that it would no longer admit companies with multiple-class share structures to certain of its indices, such as the S&P 500, S&P MidCap 400 and S&P SmallCap 600. Also in 2017, MSCI, a leading stock index provider, opened public consultations on its treatment of no-vote and multi-class structures and temporarily barred new multi-class listings from certain of its indices. However, in October 2018, MSCI announced its decision to include equity securities “with unequal voting structures” in its indices and to launch a new index that specifically includes voting rights in its eligibility criteria.

Under these policies, the dual-class structure of our Ordinary Shares makes us ineligible for inclusion in certain indices and, as a result, mutual funds, exchange-traded funds and other investment vehicles that attempt to passively track those indices do not invest in our Class A Ordinary Shares. It is unclear what effect, if any, they will have on the valuations of publicly-traded companies excluded from such indices, but it is possible that they may adversely affect valuations, as compared to similar companies that are included. Due to the dual-class structure of our Ordinary Shares, we are excluded from certain indices and we cannot assure you that other stock indices will not take similar actions. Given the sustained flow of investment funds into passive strategies that seek to track certain indices, exclusion from certain stock indices precludes investment by many of these funds and could make our Class A Ordinary Shares less attractive to other investors. Any such exclusion from stock indices could result in a less active trading market for our Class A Ordinary Shares. Any actions or publications by shareholder advisory firms critical of our corporate governance practices or capital structure could also adversely affect the market price of our Class A Ordinary Shares.

Because we are a foreign private issuer and are exempt from certain Nasdaq corporate governance standards applicable to U.S. issuers, you have less protection than you would have if we were a domestic issuer.

Nasdaq listing rules require listed companies to have, among other things, a majority of its board members be independent. As a foreign private issuer, however, we are permitted to, and we may follow home country practice in lieu of certain Nasdaq requirements, or we may choose to comply with the above requirement within one year of listing. The corporate governance practice in our home country, the Cayman Islands, does not require a majority of our board to consist of independent directors. Thus, although a director must act in the best interests of our Company, it is possible that fewer board members will be exercising independent judgment and the level of board oversight on the management of our Company may decrease as a result. Additionally, Nasdaq listing rules mandate that U.S. domestic issuers establish a compensation committee, a nominating and corporate governance committee, and an audit committee, each composed solely of independent directors. As a foreign private issuer, we are not subject to these requirements. Nasdaq listing rules may also require shareholder approval for certain corporate matters, such as requiring that shareholders be given the opportunity to vote on all equity compensation plans and material revisions to those plans, as well as certain ordinary share issuances. Currently, we comply with the requirements of Nasdaq listing rules requiring that a majority of our board of directors consists of independent directors and that we have appointed a nominating and corporate governance committee. We may, however, consider following home country practice in lieu of the requirements under Nasdaq listing rules in the future with respect to certain corporate governance standards, which may afford less protection to investors.

We are an “emerging growth company”, and the reduced disclosure requirements applicable to emerging growth companies may make our Class A Ordinary Shares less attractive to investors.

We are an emerging growth company, as defined in the JOBS Act, and may remain an emerging growth company until the last day of the fiscal year following the fifth anniversary of the completion of our initial public offering. However, if certain events occur prior to the end of such five-year period, including if we become a “large accelerated filer,” our annual gross revenues exceed US$1.235 billion or we issue more than US$1.0 billion of non-convertible debt in any three-year period, we will cease to be an emerging growth company prior to the end of such five-year period. For so long as we remain an emerging growth company, we are permitted and intend to rely on exemptions from certain disclosure requirements that are applicable to other public companies that are not emerging growth companies. We cannot predict whether investors will find our Class A Ordinary Shares less attractive if we rely on these exemptions. If some investors find our Class A Ordinary Shares less attractive as a result, there may be a less active trading market for our Class A Ordinary Shares and the trading price of our Class A Ordinary Shares may be reduced or more volatile.

In addition, the JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. This allows an emerging growth company to delay the adoption of these accounting standards until they would otherwise apply to private companies.

Nasdaq may apply additional and more stringent criteria for our continued listing because our public float is relatively small and insiders hold a large portion of our listed securities.

Nasdaq Listing Rule 5101 provides Nasdaq with broad discretionary authority over the initial and continued listing of securities in Nasdaq and Nasdaq may use such discretion to apply additional or more stringent criteria for the continued listing of particular securities, or suspend or delist particular securities based on any event, condition, or circumstance that exists or occurs that makes continued listing of the securities on Nasdaq inadvisable or unwarranted in the opinion of Nasdaq, even though the securities meet all enumerated criteria for continued listing on Nasdaq. In addition, Nasdaq has used its discretion to apply additional and more stringent criteria in the instances, including but not limited to: (i) where the company engaged an auditor that has not been subject to an inspection by the Public Company Accounting Oversight Board (“PCAOB”), an auditor that PCAOB cannot inspect, or an auditor that has not demonstrated sufficient resources, geographic reach, or experience to adequately perform the company’s audit; (ii) where the company has a small public float, resulting in insiders holding a large portion of the company’s listed securities; and (iii) where the company did not demonstrate sufficient nexus to the U.S. capital market, including having no U.S. shareholders, operations, or members of the board of directors or management. Because our public float is relatively small, and our insiders hold a large portion of the company’s listed securities, Nasdaq may apply more stringent criteria for our continued listing. If we fail to maintain compliance with Nasdaq’s continued listing requirements, our Class A Ordinary Shares could be delisted, which may have a material adverse effect on the liquidity and market price of our Class A Ordinary Shares.  

RISKS RELATED TO OUR BUSINESS AND INDUSTRY 

A decrease in consumer demand for alcoholic beverages could significantly and negatively impact our business, operations, and financial performance.

Our performance depends on consumers’ demand for our products. Various factors can cause shifts in consumer preferences, such as:

To succeed, we must anticipate and effectively respond to these shifts. If consumer preferences move away from our products, our operations and financial results would be materially and adversely affected.

Factors that may reduce consumer demand for alcoholic beverages include:

Our luxury alcoholic beverage portfolio is especially vulnerable to changing economic conditions and consumer tastes, spending habits, and preferences. This could reduce sales and profitability. Unanticipated changes in demand or preference could also impair our ability to forecast production needs and adapt to shifting consumer preferences, further negatively affecting our business, operations, and financial results.

We face significant competition from an increasing number of products and market participants, which could materially and adversely affect our business, results of operations, and financial condition.

Our whisky products face competition from a wide array of both domestic and international premium whiskies, as well as from more affordably priced generic options. Additionally, they compete against other alcoholic beverages and, to a lesser extent, non-alcoholic alternatives for consumer acceptance, brand loyalty, and visibility in retail environments and restaurant alcohol lists. Marketing attention from our distributors, many of whom maintain extensive portfolios of spirits and other beverages, further intensifies this competition. We strive to differentiate ourselves based on product taste and quality, brand image, pricing, service, and our capacity for innovation in response to evolving consumer preferences. This competitive landscape is shaped by both established players and new entrants, many of whom possess more substantial financial, technical, marketing, and distribution capabilities, as well as superior public relations resources. Consequently, we have experienced, and may continue to encounter, upward pressure on our selling, marketing, and promotional costs in light of our growth objectives. There is no guarantee that we will be able to effectively compete against our rivals in the future or that we will not face increased competition from other distilleries and beverage manufacturers.

Brand awareness and acceptance are also crucial factors in our competitive environment. Our business is substantially dependent upon the awareness and market acceptance of our whisky products and brands by our targeted consumers. Moreover, our success hinges on our independent distributors’ acceptance of our brands as having the potential to provide incremental sales growth rather than cannibalizing their existing beverage sales. The extent to which our products and brands can achieve and sustain satisfactory levels of acceptance among independent distributors, retail customers, and consumers remains to be determined. Any failure to maintain or enhance brand acceptance and market penetration could have a materially adverse impact on our revenues and overall financial performance.

We invest significant time and resources in attracting and retaining key distributors and suppliers.

Our marketing and sales strategy largely depends on the availability and performance of our independent distributors. Currently, we do not have, nor do we anticipate establishing in the future, long-term contractual commitments with our distributors. We normally enter into a framework sales agreement with our distributors from time to time. During the contract term, our distributors are entitled to place purchase orders with us for each of our products at the unit price, which is typically agreed at a fixed price per bottle, set forth in the distribution agreement. Moreover, these distributors may terminate their relationship with us on short notice. It’s also important to note that some distributors handle multiple competitive products, and our products may constitute only a small part of their overall business.

Further, all of our distributors place purchase orders with us on an as-needed basis. There is no assurance that our customers will continue to place purchase orders with us in the future. In the event that any of our major distributors ceases to place purchase orders with us, reduces the amount of their purchase orders with us, or requests more favorable terms and conditions, our business, results of operations, financial conditions and future prospects may be adversely affected.

There is no assurance that our distributors will renew the framework sales agreement with us under similar terms and conditions, nor can we guarantee that we will maintain our existing distribution relationships or successfully establish and sustain new ones in different geographic areas. Additionally, we may need to incur additional costs to attract and retain key distributors in one or more of our geographic markets to effectively exploit these markets.

The marketing efforts of our distributors are vital to our success. If our brands fail to appeal to our current distributors, or if we are unable to attract additional distributors, or if our distributors do not prioritize the marketing and promotion of our products over those of our competitors, our business, financial condition, and results of operations could be adversely affected.

In the absence of long-term supply contracts, our suppliers have the potential to reduce the quantities or priority of our orders, or to terminate sales to us due to unforeseen circumstances or factors beyond our control. While we have not historically encountered significant or prolonged challenges in procuring our products, any potential reduction in supply or loss of established supplier relationships could disrupt our procurement operations, necessitating a considerable investment of time and effort to cultivate new supply connections. However, due to the abundance of competitive suppliers, our established ad hoc procurement practice based on prevailing market conditions, and our strong market position, we believe such disruption would likely be temporary, and we would be able to find suitable suppliers in a timely manner and establish relationships with suitable replacements over time. Nevertheless, if we fail to identify suitable replacement suppliers in a timely manner or with reasonable product pricing for the type of products we specialize in selling, our operations may be disrupted, and our net revenue, gross profit margin, and results of operations may be adversely and materially impacted.

It is difficult to predict the timing and amount of our sales because our distributors and their accounts are not required to place minimum orders with us.

Our independent distributors and their accounts are not obligated to place minimum monthly or annual orders of our products. To minimize inventory costs, these distributors generally follow a “just in time” ordering approach, purchasing products from us in quantities and at times based on the specific demand in their distribution areas. For higher-demand products, a minimum par level is typically maintained in the distributors’ warehouses and reorders are only triggered when inventory falls below that level. As a result, we cannot accurately predict the timing or quantities that any of our independent distributors will purchase, nor can we be certain that they will continue to purchase our products at the same frequency and in the same quantities as they have in the past.

Moreover, our larger distributors and partners may place orders that exceed our historical order sizes. Any shortages in inventory levels, supply of raw materials, or other key supplies could have a negative impact on our ability to fulfill these larger orders, potentially affecting our business operations and customer relationships.

If we do not adequately manage our inventory levels, our operating results could be adversely affected.

We need to maintain adequate inventory levels of whisky and other alcoholic beverages to be able to deliver products to distributors on a timely basis. Our inventory supply depends on our ability to accurately estimate demand for our products. However, estimating demand is inherently imprecise, particularly for new products, seasonal promotions, and new markets.

If we materially underestimate demand for our products, we might not be able to satisfy demand on a short-term basis, potentially leading to lost sales opportunities and damaged relationships with our distributors and retailers. Conversely, if we overestimate demand, we may end up with excess inventory, resulting in higher storage costs, increased trade spending, and the risk of inventory obsolescence.

Failure to properly manage our inventory to meet demand could not only damage our relationships with our distributors and retailers but also delay or lose sales opportunities, unfavorably impacting our future sales and adversely affecting our operating results. Additionally, if the inventory of our products held by our distributors and retailers is too high, they may reduce or cease placing orders for additional products, which would also unfavorably impact our sales and adversely affect our operating results.

Geopolitical tensions or potential disruptions in the Strait of Hormuz could materially and adversely affect global shipping logistics, increase our freight costs, and disrupt our whisky supply chain.

Our bottled whisky business relies on the international transit of products sourced from Taiwan and the United Kingdom. Any geopolitical conflict or disruption to major shipping routes in the Strait of Hormuz region could severely impact the global commercial shipping networks and supply chains.

Although our primary routes do not pass through the Middle East, such widespread disruptions could result in the rerouting of commercial vessels, international port congestion, container shortages, and increased volatility in global energy prices. These factors could lead to higher ocean freight rates and fuel surcharges, as well as delays in receiving our inventory. If we are unable to manage increased transportation costs or shipping delays, our business and results of operations could be adversely affected.

If our inventory is lost due to theft, fire, or other damage, or becomes obsolete, our results of operations would be negatively impacted.

We expect our inventory levels to fluctuate to meet customer delivery requirements for our products. There is always a risk of loss of this inventory due to theft, fire or other damage, and any such loss, whether insured or not, could cause us to fail to meet our orders and harm our sales and operating results.

In addition, our inventory may become obsolete as we introduce new products, cease to produce old products, or modify the design of our products’ packaging, which would increase our operating losses and negatively impact our results of operations. For example, in the whisky industry, the aging process can result in losses known as the “angel’s share,” in which a portion of the liquid evaporates through the porous wood of the barrel. This natural loss, along with potential obsolescence due to changes in consumer preferences or packaging updates, can affect our inventory levels and profitability.

Our business is subject to seasonality related to sales of our products.

The whisky market experiences considerable seasonal fluctuations. Historically, a significant portion of net sales and earnings in the whisky industry occurs during the holiday season, particularly in November and December. This period is marked by increased social gatherings, family parties, and gift-giving, which drive higher demand for whisky. Additionally, the summer months, particularly June through August, also see a rise in sales due to outdoor activities and social events where whisky is a popular choice.

As a result, our operating results may fluctuate significantly from quarter to quarter, and the outcomes for any given quarter are not necessarily indicative of results for other periods. If our sales were to decline substantially below these seasonal norms for any reason, our annual revenues and earnings could be materially and adversely affected.

Our largest customers accounted for a significant portion of our total revenue for the year ended December 31, 2025.

We derive a substantial portion of our revenue from a limited number of major customers. For the year ended December 31, 2025, our largest customer in aggregate accounted for approximately 40.0  % of our total revenue for the year. There is no assurance that any of our major customers will renew their framework sales agreements or continue to place purchase orders with us in the future. In the event that any of our major customers ceases to place purchase orders with our Group or reduces the amount of their purchase orders with us, our business, results of operations, financial condition and future prospects may be adversely affected.

We depend on a limited number of customers for a high percentage of our revenue. If we cannot maintain our current relationships with customers, fail to sustain recurring sources of revenue with our existing customers, or if we fail to enter into new relationships, our future operating results will be adversely affected.

For the fiscal year ended December 31, 2025, revenue from our largest customer accounted for approximately over 40.0% of our sales, of which they buy from us on a purchase order basis. The revenue attributable to our top customers has fluctuated in the past and may fluctuate in the future, which could have a material adverse effect on our business, financial condition, results of operations, cash flows and prospects. In addition, the termination of these relationships could result in a temporary or permanent loss of revenue.

Our future success depends on our ability to maintain these relationships, to increase our penetration among these existing customers and to establish new relationships. We engage in conversations with other brand owners and companies regarding potential commercial opportunities on an ongoing basis, which can be time consuming. There is no assurance that any of these conversations will result in a commercial agreement, or if an agreement is reached, that the resulting relationship will be successful. Speculation in the industry about our existing or potential commercial relationships can be a catalyst for adverse speculation about us and our products, which can adversely affect our reputation and our business. In addition, if our customers order our products but fail to pay on time or at all, our liquidity, financial condition, results of operations, cash flows and prospects could be materially and adversely affected.

Contamination of our products and/or counterfeit or confusingly similar products could harm the image and integrity of, or decrease customer support for, our brands and decrease our sales.

The success of our brands depends on consumers’ positive perceptions of them. Any contamination, whether accidental or due to the intentional actions of third parties, or other incidents that compromise the integrity or consumer support of our brands could impact product demand. Contaminants in third-party raw materials or defects in the distillation and fermentation processes could result in poor beverage quality, causing illness or injury to consumers and potentially reducing sales of the affected brand or all of our brands.

Furthermore, if third parties sell counterfeit versions of our brands or brands that closely resemble ours, consumers may confuse our products with inferior alternatives. Additionally, we have no control over the usage of our whisky products, in particular the raw cask whisky If third parties utilize our whisky to produce counterfeit whisky products resembling other whisky brands, it could create the perception that we are complicit in these activities. This confusion may result in administrative or criminal investigations, which could further damage our reputation. Consequently, these issues could lead to consumers avoiding our brands in the future, generating negative media coverage, and ultimately harm our brand equity and adversely impacting our sales and overall business operations.

Our inability to effectively manage growth or prepare for product scalability could negatively impact our employee efficiency, product quality, working capital levels, and results of operations.

Significant market growth for our products or our expansion into new markets may require an increase in our workforce for managerial, operational, financial and other functions. During periods of growth, we may experience challenges related to our operational and financial systems and controls, including quality control and delivery and service capabilities. We will also need to continue to expand, train and manage our employee base. Future growth will place significant additional responsibilities on our management team to identify, recruit, retain, integrate and motivate new employees.

Beyond the complexities of human resource management, we may also face working capital issues. We will require increased liquidity to finance the marketing of our products and the hiring of additional staff. Our new AI computing infrastructure venture requires higher levels of upfront capital and liquidity compared to our traditional operations. Any failure to secure additional financing or manage the intensive cash requirements of server leases and data center construction could constrain our working capital and force us to delay or abandon our expansion plans. To manage growth effectively, we must continually improve our operational, management and financial systems and controls. Failure to do so could result in operational and financial inefficiencies that could adversely affect our profitability. We cannot guarantee that we will be able to timely and effectively meet increased demand while maintaining the quality standards expected by our existing and potential customers.

Our ability to successfully introduce new whisky products and services is uncertain.

The success of developing, launching, selling, and supporting new or enhanced whisky products or services hinges on various factors. These include the timely and efficient completion of product design, bottling, packaging, labeling, development, and approval processes, as well as the effective implementation of these offerings in the market. Since commitments for new products and services are often made well in advance of actual sales, decisions must accurately anticipate shifts in the whisky industry. There is no guarantee that we will be successful in selecting, developing and marketing new whisky products and services or in enhancing our existing offerings. A failure in this regard could have a negative impact on our business, financial condition, and results of operations.

Moreover, the introduction of new whisky products or enhancements by our competitors, or their adoption of innovative packaging, branding, or distribution strategies, could lead to a decline in sales or a loss of market acceptance for our planned products and services. Specifically, competitors may introduce systems, products, or services that directly compete with our offerings, leveraging newer technology or pricing strategies that we cannot match. Depending on our existing customer arrangements, this could result in the loss of customers.

In addition, our new bottling, packaging, and proprietary brand whisky business depends on the performance of third-party distilleries, brand owners, and contract manufacturers. While the regulatory framework governing our whisky business covers production-related activities such as bottling and packaging, the Group does not operate its own distillery facilities. Instead, we conduct all bottling and packaging operations through local contract manufacturers in various jurisdictions. Consequently, the Company is not directly subject to regulatory risks arising from these production activities, but remains subject to operational risks from our reliance on third parties. If these third parties fail to supply products on time, maintain required quality standards, comply with applicable laws and regulations, or renew or honor brand authorization arrangements, we may experience delays, increased costs, product recalls, reputational harm, or loss of sales.

Our ability to launch and support these products also depends on our ability to comply with product labeling, import/export, excise tax, food and beverage, and alcoholic beverage regulations in multiple jurisdictions. Any failure to satisfy these requirements, or any product quality issues or customer complaints, could adversely affect our reputation, increase our costs, and materially and adversely affect our business, financial condition, and results of operations.

Our expansion into the AI computing infrastructure business subjects us to severe hardware procurement risks, counterparty dependencies, and supply chain constraints.

The market for high-performance AI computing hardware, particularly the NVIDIA B300 / Blackwell Ultra GPU platform, is characterized by intense global demand, production backlogs, and supply chain volatility. We face significant hardware allocation risks because component distribution is often managed through strict allocation frameworks favoring tier-one cloud providers and major original equipment manufacturers (OEMs). Because we intend to enter this business via a leasing arrangement with a counterparty rather than purchasing directly from the manufacturer, we are dependent on our counterparty’s ability to secure and maintain its delivery slots in the distribution pipeline. Any manufacturing delays, packaging constraints, or shifts in allocation policies could disrupt our hardware timeline. A failure or delay in procuring these specific servers would prevent us from launching our AI cloud services on schedule, potentially trigger performance penalties under our commercial computing technology services agreement, and leave us unable to generate the cash flows necessary to offset our upfront deposits.

We face substantial financial commitments, significant customer concentration, and operational risks under our commercial AI computing technology services agreement.

Our expansion involves substantial financial obligations that represent a material commitment relative to our historical operations in the alcoholic beverage industry. We face severe customer concentration risk due to our reliance on a single 60-month computing technology services agreement, executed through our Singapore subsidiary (AGCC Singapore Pte. Ltd.), to provide specialized AI computing cloud services to a single customer in the digital financial services sector. If this principal customer defaults, delays payments, terminates the contract, or fails to accept the contemplated service capacity, we will remain burdened with fixed server lease liabilities and development costs. Furthermore, delivering services under this agreement subjects us to local regulatory frameworks, including Singapore’s Personal Data Protection Act 2012 (PDPA), cybersecurity standards, and oversight by local authorities or regulators. Any compliance failure or operational default could halt our service delivery, trigger contractual liabilities and statutory penalties, and materially and adversely affect our financial condition, cash flows, and liquidity.

Our data center development plans in Indonesia are subject to regulatory permitting, utility provisioning, and land title registration risks.

In May 2026, our 99.99%-owned subsidiary, PT. AGCC AITECH Indonesia, entered into a binding land sale and purchase agreement to acquire land in Indonesia, under which we are obligated to pay an aggregate purchase price of approximately US$13.4 million. As of the date of this prospectus, we have paid IDR75.1 billion, or US$4,207,048 of the purchase price and a development deposit of IDR4.8 billion, or approximately US$268,821, which is refundable upon completion of construction. The land title has not yet transferred, and until the official ownership certificate is successfully issued and registered in our name, we do not have absolute legal title to the property, which subjects us to heightened closing risks, transaction delays, and severe real estate development vulnerabilities, including:

If we fail to integrate these high-performance computing assets with our planned Indonesian data center infrastructure, if we are unable to meet our operational milestones under the Singapore computing technology services agreement, or if the market for AI computing power shifts before we reach operational capacity, we may never realize a return on these significant investments, which could materially harm our business and operating performance.

We have limited prior operating history in the technology or AI computing infrastructure sectors, and we rely heavily on key management personnel to execute this strategy.

Our historical operations have focused primarily on the whisky import and distribution business. Consequently, we have a limited corporate track record of deploying, optimizing, or maintaining advanced GPU clusters or commercial cloud data center infrastructure. Our success in this new sector depends significantly on the continued service and expertise of these key executives and our ability to recruit, onboard, and retain additional specialized personnel within a highly competitive labor market. If our management team is unable to effectively oversee these technically complex operations, or if we face difficulties hiring qualified personnel, we may experience deployment delays, operational inefficiencies, or a failure to meet client service-level requirements, any of which could adversely affect our business prospects, financial condition, and results of operations.

We may periodically face litigation specifically targeting the alcoholic beverage industry, as well as other legal actions arising in the normal course of our business.

Companies in our industry are occasionally exposed to class-action lawsuits or other private or governmental claims. These may pertain to product liability, marketing and advertising practices, distribution methods, issues related to alcohol abuse, or health concerns stemming from excessive alcohol consumption or misuse, such as underage drinking. Various groups and government agencies have occasionally voiced concerns about the harmful use of alcohol, including drinking and driving, underage drinking, and health issues related to alcohol use or misuse. Efforts have been made to link alcohol consumption to certain diseases, including various types of cancer. Such campaigns could heighten the risk of litigation against us and other industry players. In the past, lawsuits have been filed against alcoholic beverage companies alleging issues related to alcohol abuse, negative health effects, marketing or sales practices, and underage drinking. Although these lawsuits have generally been unsuccessful, future cases could potentially succeed.

In addition to industry-specific litigation, we may also be involved in other legal disputes in the ordinary course of our operations. This could include commercial disputes, enforcement actions by regulatory authorities such as tax, customs, competition, environmental, and anti-corruption agencies, or securities-related class-action lawsuits, especially following any significant drop in the value of our securities. Defending against such litigation can be costly and may result in damages, penalties, or fines, as well as reputational harm to our company and our spirits brands. It could also divert management’s attention from other business matters. Moreover, adverse judgments could lead to increased future insurance premiums, and any uninsured judgments could result in substantial financial losses, potentially having a material adverse effect on our business, results of operations, and financial condition.

Any damage to the reputation of the brands or the manufacturers of the alcoholic beverage products we sell could significantly and negatively impact our business and results of operations.

Brand prestige and reputation are crucial for the popularity and sales performance of premium alcoholic beverages. As a wholesaler specializing in these premium products, we depend on the established prestige of the brands and the reputation of the brand owners, as well as their market promotion efforts. Our focus is primarily on developing and maintaining sales channels. Consequently, our business success is heavily reliant on factors outside our control, namely the brand status and the initiatives of the brand owners.

We must maintain effective systems of disclosure controls and internal control over financial reporting, and any failure to do so as we expand into new business sectors could adversely affect our business and the trading price of our Class A Ordinary Shares.

While management concluded that our disclosure controls and procedures and our internal control over financial reporting were effective in all material respects as of December 31, 2025, with no identified material weaknesses, we cannot guarantee that our internal controls will remain effective in the future. As a public company, we face ongoing demands to maintain robust financial, management, legal, and operational controls that comply with U.S. GAAP standards and SEC regulations.

Our recent rapid expansion from our traditional luxury alcoholic beverage operations into the highly capital-intensive AI computing cloud services and data center infrastructure business in Singapore and Indonesia adds significant complexity to our accounting and financial reporting functions. This new business line requires completely different financial tracking mechanisms, including the management of massive upfront hardware deposits, complex server lease liabilities, and multi-location, cross-border transactional accounting. Additionally, we have established subsidiaries in the United States, Hong Kong, Japan, Thailand, and Malaysia where business operations have not yet commenced, which will further increase our consolidated financial reporting duties.

To successfully manage this increased complexity, we may need to commit substantial financial resources to hire and retain additional qualified financial, legal, and accounting personnel on acceptable terms. If we face challenges in recruiting these specialized professionals, or if our existing personnel fail to adapt to the accounting requirements of our international technology ventures, we may experience difficulties collecting financial data and preparing timely financial statements. Any failure to maintain effective internal control over financial reporting could result in material misstatements in our public filings, cause us to fail to meet our reporting obligations, and severely damage investor confidence, which would negatively impact the market price of our Class A Ordinary Shares. Furthermore, pursuant to the JOBS Act, as an emerging growth company, we are exempt from the auditor attestation requirement under Section 404 of the Sarbanes-Oxley Act, meaning our internal controls have not been subjected to the independent scrutiny of our outside auditors.

Interruptions or failures that impair access to information technology systems could adversely affect our business.

We rely on information technology systems to process, transmit, and store information related to our operations. These systems may be vulnerable to interruption due to various events beyond our control, such as natural disasters, telecommunications failures, computer viruses, hacking, and other security issues. The expansion into AI infrastructure increases our exposure to cybersecurity threats, including potential attempts to steal our software or gain access to our computing resources. Any breach of these systems could lead to legal liability, loss of sensitive data, and lasting damage to our reputation. Any significant interruptions or failures in these systems could cause disruptions in our business operations and may require substantial investments to update, remediate, or replace them with alternative systems. The costs and potential problems associated with supporting, maintaining, remediating, and upgrading our existing information technology systems, or with implementing new systems, could severely disrupt our business operations.

If we are unable to offer premium products and services at attractive prices to meet customer needs and preferences, our business, financial condition, and results of operations may be materially and adversely affected.

Our future growth depends on our ability to continue to attract new customers and increase the spending levels of existing customers. Ever-changing consumer preferences have affected and will continue to affect the Taiwanese market. We must stay abreast of emerging lifestyles and consumer preferences and anticipate product and service trends that will appeal to existing and potential future customers.

Our customers choose to purchase quality products or services from us due in part to the attractive prices and premium services that we offer, especially for limited edition products with less market availability. They may choose to shop elsewhere if we cannot match the prices, products, or services offered by our competitors. If our customers cannot find their desired products or services within our portfolio, they may stop purchasing our products or using our services, which in turn may materially and adversely affect our business, financial condition, and results of operations.

The successful implementation of our business strategies is contingent upon the capabilities of our management team.

Should our management team fail to effectively implement these strategies, our development, including the generation of revenues and our sales and marketing activities, could be materially and adversely affected. In addition, managing the budgeting, forecasting, and other process control aspects of potential future growth may present significant challenges.

We may need to augment or replace members of our management team to better align with our strategic objectives. Additionally, there is a risk that we could lose key members of our management team. In such cases, it may be difficult to attract new management talent with the requisite skills and experience, which could further impair our ability to implement our business strategies and achieve our growth objectives.

We have limited operational insurance coverage, which could expose us to significant costs and business disruption.

We maintain employment insurance, labor insurance, occupational accident insurance and national health insurance for our employees in accordance with applicable laws in Taiwan, as well as directors and officers liability insurance for our executive team and board members. However, the availability and adequacy of our insurance coverage are not guaranteed, and certain risks, such as war, force majeure, or specific business interruptions, may not be covered. Furthermore, our current insurance may not adequately cover risks specific to our AI business, such as hardware failure or data center service interruptions. Additionally, there is no assurance that we will be able to renew our current insurance policies on favorable terms when they expire, which could materially affect our business if claims are not covered or if policies cannot be renewed. It is also important to note that we do not have business disruption insurance, and any such event impacting our whisky operations or our AI infrastructure could lead to significant costs and divert our resources.

We face economic, political and regulatory risks associated with doing business in Taiwan and our planned expansion in Indonesia, Singapore, and other international markets, particularly due to the geopolitical tensions and global trade restrictions that could negatively affect our business and hence the value of your investment.

Our performance is affected by global economic conditions as well as geopolitical issues and other conditions with a global reach. While our principal executive offices and a majority of our current assets and revenues are anchored in Taiwan, we are rapidly expanding our global footprint. We have established subsidiaries in Hong Kong, Japan, the U.S., Thailand, and Malaysia, and have progressed past initial non-binding frameworks by entering into a binding land sale and purchase agreement to acquire land in Indonesia via PT. AGCC AITECH Indonesia and entering into a major 60-month revenue-generating computing technology services agreement via our Singapore subsidiary, AGCC Singapore Pte. Ltd.

Because our administrative headquarters, and historical cash flows remain based in Taiwan, any conflict or escalation of tensions between the PRC and Taiwan could severely disrupt our high-level corporate governance and financial liquidity. Specifically, a cross-strait crisis, trade blockade, or military conflict could block our whisky import supply chains, trigger emergency domestic capital controls, freezing our ability to convert local currency and repatriate cash outwards. This would materially impair our financial ability to fund, manage, and fulfill our US$120.0 million AI infrastructure purchase agreement to Ricloud AI Inc., an independent third party, which are vital to our global technology segment, even though those physical AI operations are targeted outside of Taiwan. The unique international political status of Taiwan and the “anti-secession” law of the PRC create sustained uncertainty. Past trade bans and export restrictions between the PRC and Taiwan have depressed economic activity for Taiwanese companies, and we cannot predict whether future escalations will lead to new tariffs, export bans, or military conflict that could jeopardize our central operations and halt funding to our overseas infrastructure projects.

Our active expansion into Indonesia, Singapore, and other jurisdictions where we have established subsidiaries, such as Hong Kong, Japan, the U.S., Thailand, and Malaysia, subjects us to significant regulatory and legal uncertainty. We are subject to the diverse governmental policies, foreign investment laws, data privacy standards, and taxation regimes of each of these jurisdictions. In particular, the legal systems in jurisdictions like Indonesia, Thailand, and Malaysia can be complex and subject to rapid, unpredictable changes that may hinder our ability to operate or legally protect our investments. Furthermore, our expanding international AI business is heavily dependent on the procurement of high-performance hardware, specifically the NVIDIA B300 platform. We are subject to stringent U.S. export controls and evolving trade restrictions, and any tightening of these regulations, or increased scarcity and pricing volatility in the global semiconductor market, could block our hardware supply chain, significantly increase our operating costs, or render our active AI infrastructure projects in Indonesia commercially unviable.

We face substantial operational pre-revenue risks in several of these new markets. While we have established corporate entities in Japan, the United States, and Malaysia, we have not yet commenced actual business operations in these regions. There is no guarantee that we will successfully launch these operations or achieve future profitability. Because the eventual nature of our business activities in these territories remains subject to management’s discretion and shifting market conditions, investors may find it difficult to evaluate the long-term prospects of our international expansion.

Moreover, macroeconomic weakness and uncertainty, including the ongoing impact of global conflicts and resulting international sanctions, make it difficult for us to manage operations and forecast financial results. These events increase the volatility of global commerce and could increase China/Taiwan tensions and U.S./China trade friction. Any resulting new legal requirements or restrictions could increase regulatory scrutiny on our international business or result in one or more of our cross-border activities being deemed in violation of international sanctions frameworks.

We have engaged in transactions with related parties, and such transactions present possible conflicts of interest that could have an adverse effect on our business and results of operations.

We have entered into a number of transactions with related parties, including our significant stockholders, directors and executive officers, and their relatives. For example, we have entered into several transactions with our Chief Executive Officer and Shareholder in which Mr. Tsai Yi Yang and Ms. Lee Li Mei have or had a significant ownership interest, respectively. We may in the future enter into additional transactions with entities in which members of our board of directors and other related parties hold ownership interests.

Transactions such as loans and leases in which related parties hold ownership interests present potential conflicts of interest. The interests of the landlord entity and lender, along with their shareholders, may not align with the interests of our stockholders regarding the negotiation and certain other matters related to our lease or loan terms with that landlord entity or lender. For the avoidance of doubt, the unsecured financing arrangements executed by the Company in April 2026, specifically our US$3,500,000 interest-free facility (which was initially interest-free and subsequently amended on June 10, 2026, to extend the maturity date to October 31, 2026, with interest accruing at a rate of 6% per annum effective August 1, 2026), our US$6,500,000 3% interest facility (of which US$2,500,000 was repaid on May 12, 2026, and which was subsequently amended on June 10, 2026, to extend the maturity to September 21, 2026, with interest accruing at an increased rate of 6% per annum effective June 22, 2026), and our US$12,000,000 non-cash Deed of Assignment and Set-Off, were entered into exclusively with independent third parties or former shareholders, and do not constitute related-party transactions under U.S. GAAP. However, our legacy related-party transactions continue to persist. We may have achieved more favorable terms if such transactions had not been entered into with related parties, and these transactions, individually or in the aggregate, may have an adverse effect on our business and results of operations, or may result in government enforcement actions or other litigation.

We are required to comply with extensive regulations and hold a number of permits and licenses to carry on our business across multiple jurisdictions. Our ability to obtain and maintain these regulatory approvals is uncertain, and future government regulation may place additional burdens on our efforts to import and distribute our alcoholic beverages or develop our AI infrastructure.

We are a Taiwan-based whisky import and distribution company which is subject to extensive government regulation and supervision in Taiwan. The regulatory framework addresses all aspects of operating in the whisky distribution and brand-authorized bottling and packaging business, including import, registration, production-related activities such as bottling and packaging, distribution labelling, advertising, and licensing requirements and procedures, periodic renewal and reassessment processes and compliance. Our proprietary brand whisky packaging and distribution business involves sourcing bulk whisky from brand-owned distilleries and conducting bottling and packaging operations in Taiwan through local contract manufacturers, rather than operating our own distillery.

The regulatory framework governing the alcoholic beverages distribution industry in Taiwan is subject to change and amendment from time to time. Any such change or amendment could materially and adversely impact our business, financial condition and prospects. The Taiwan government introduced the Tobacco and Alcohol Administration Act and regulations in 2000, especially imposing obligations on the alcohol importers to obtain an import permit for entry of the alcoholic beverages into Taiwan in 2014. Moreover, if we are unable to maintain regulatory compliance, regulatory approval that has been obtained may be lost and the various reform initiatives could give rise to regulatory developments, such as more burdensome administrative procedures, which may have an adverse effect on our business, financial condition and prospects. Additionally, our entry into the AI computing infrastructure business subjects us to entirely new regulatory frameworks.

Our expansion into the AI computing cloud services and infrastructure business subjects us to entirely new and complex regulatory frameworks, particularly in Singapore and Indonesia. Our wholly-owned subsidiary in Singapore, AGCC Singapore Pte. Ltd., has entered into a five-year agreement to provide AI computing cloud services, which involves navigating local regulations regarding data privacy, cross-border data transfers, electronic service provider registrations and the security of electronic systems. In Indonesia, where we have transitioned from initial non-binding frameworks to entering into a binding land sale and purchase agreement to acquire land via our subsidiary, PT. AGCC AITECH Indonesia, in Indonesia, we face heightened regulatory hurdles because the formal land ownership certificate has not yet been obtained. Our proposed development of AI computing infrastructure and a data center requires us to confirm clear land titles with the Indonesian National Land Agency (BPN) to avoid ownership disputes, secure specific permits for land use, industrial energy consumption, and foreign technology investment. Because we have already made significant financial commitments and outlays, including executed power purchase agreements and various deposits, any failure to obtain these new permits or a change in local data sovereignty laws could result in the forfeiture of our deployed capital and the termination of our expansion plans.

Additionally, we have established subsidiaries in the United States, Hong Kong, Japan, Thailand, and Malaysia where we have not yet commenced business operations. Consequently, we face significant uncertainty regarding the legal, tax, and regulatory requirements we will encounter in these markets. If we eventually choose to launch AI-related or other technology services in these regions, we may become subject to additional requirements mandating local data storage or restricted access to high-performance hardware. Our inability to anticipate or comply with these unknown future regulations could increase our operating costs, subject us to unexpected legal liabilities, or render our expansion into these specific markets commercially unviable.

Our future success depends on our ability to attract, retain and motivate senior management.

We are highly dependent on the expertise of the members of our principal members of our management. Agencia Cayman has entered into employment agreements with our executive officers, but each of them may terminate their employment with us at any time with prior written notice. In addition, we currently do not have “key-man” insurance for any of our executive officers or other key personnel.

From time to time, there may be changes in our senior management team resulting from the hiring or departure of executives, which could disrupt our business. The loss of the services of one or more of our senior management or other key employees for any reason could adversely affect our business, financial condition and operating results and require significant amounts of time, training and resources to find suitable replacements and integrate them within our business and could affect our corporate culture. If we fail to attract new personnel or fail to retain and motivate our current personnel, it could adversely affect our business and future growth prospects.

Recruiting, retaining and motivating experienced management, sales and marketing personnel will also be critical to our success. The loss of the services of our executive officers or other key employees could impede the achievement of our development and business objectives and seriously harm our ability to successfully implement our business strategy. Further, replacing executive officers and key employees may be difficult and may take an extended period of time because of the limited number of individuals in our industry with the breadth of skills and experience required to successfully develop the mutual trust with the suppliers. Competition to hire from this limited pool is intense, and we may be unable to hire, train, retain or motivate these key personnel on acceptable terms given the competition among numerous alcoholic beverages distribution companies for similar personnel. In addition, our management will be required to devote significant time to compliance initiatives from our status as a public company, which may require us to recruit more management personnel.

We are subject to risks relating to our leased properties.

We lease certain real properties in Taiwan from our founder and chief executive officer, Mr. Tsai Yi Yang, and his mother, Ms. Lee Li Mei. Additionally, we lease other properties in Taiwan and Hong Kong and Indonesia from third parties. These premises are used primarily as office space, warehouses and carpark. Subsequent to December 31, 2025, our local subsidiaries entered into several new operating lease arrangements to support our ongoing operations, including a one-year Taiwan carpark lease, a one-year Indonesia office lease, a one-year Japan premises lease, a one-year Thailand premises lease, a 22-month Hong Kong premises lease, a three-year Hong Kong office lease, and a five-year Taiwan office lease.

We may become involved in disputes with the property owners or any third parties who otherwise have rights to or interests in our leased properties. We can provide no assurance that we will be able to find suitable replacement sites on terms acceptable to us on a timely basis, or at all, or that we will not be subject to material liability resulting from third parties’ challenges on our use of such properties. If any of our leases is terminated as a result of challenges by third parties or governmental authorities for lack of title certificates or proof of authorization to lease, we do not expect to be subject to any fines or penalties, but we may be forced to relocate the affected offices, stores or warehouses and incur additional expenses relating to such relocation.

We cannot guarantee that suitable alternative locations are readily available on commercially reasonable terms, or at all, and if we fail to relocate our operations in a timely manner, our business, financial condition and results of operations may be materially and adversely affected. For the avoidance of doubt, while we maintain these ordinary course administrative office leases in Indonesia, our primary real estate initiative in that jurisdiction is governed by a binding sale and purchase agreement to acquire absolute title to a 50,000-square-meter land parcel for our proposed data center infrastructure. The operational, permitting, and title risks associated with that property ownership transition are distinct from our standard commercial lease obligations.

Our employees, collaborators and contract manufacturers may engage in misconduct or other improper activities, including non-compliance with regulatory standards and requirements, which could cause significant liability for us and harm our reputation.

We are exposed to the risk that our employees, collaborators and contract manufacturers may engage in fraud or other misconduct, including intentional failures to comply with the alcohol administration laws and regulations in Taiwan or similar regulations of comparable regulatory authorities, or to comply with manufacturing standards we have established. Such misconduct could result in regulatory sanctions and serious harm to our reputation. It is not always possible to identify and deter misconduct, and the precautions we take to detect and prevent this activity may not be effective in controlling unknown or unmanaged risks or losses or in protecting us from governmental investigations or other actions or lawsuits stemming from a failure to be in compliance with such laws, standards or regulations. If any such actions are instituted against us, and we are not successful in defending ourselves or asserting our rights, those actions could have a significant impact on our business, financial condition and results of operations, including the imposition of significant fines or other sanctions.

The tax laws of the jurisdictions in which we operate may adversely affect our business and our tax results.

The tax laws applicable to our business activities are subject to change and uncertain interpretation. Our tax position could be adversely impacted by changes in tax rates, laws, practices, treaties or regulations or changes in the interpretation thereof by the authorities in jurisdictions in which we do business. In particular, as we expand our AI computing cloud services and infrastructure into Singapore and Indonesia, we become subject to new and evolving tax regimes which may impose additional compliance costs or higher effective tax rates on our international operations. For example, our execution of a binding sale and purchase agreement in May 2026 to acquire a 50,000-square-meter land parcel in Indonesia via our subsidiary, PT. AGCC AITECH Indonesia, for an aggregate purchase price of approximately US$13.4 million subjects us to complex tax obligations that are completely distinct from our legacy operations.

Moreover, we conduct operations through our subsidiaries in various tax jurisdictions pursuant to transfer pricing arrangements between us and our subsidiaries. While we believe that we operate in compliance with applicable transfer pricing laws and intend to continue to do so, our transfer pricing procedures are not binding on applicable tax authorities. With the establishment of subsidiaries in the United States, Hong Kong, Japan, Thailand, and   Malaysia, we face increased complexity in our intercompany transactions and a higher risk of audit by local tax authorities. Because our expansion into the AI business segment relies heavily on cross-border service provision through our Singapore subsidiary, AGCC Singapore Pte. Ltd., to a digital financial services customer under a US$374.4 million computing technology services agreement, local tax authorities may intensely scrutinize the allocation of technology profits, software licensing, and server infrastructure costs. If tax authorities in any jurisdiction in which we operate were to successfully challenge our transfer prices as not reflecting arm’s length transactions, they could require us to adjust our transfer prices and thereby reallocate our income to reflect these revised transfer prices, which could result in a higher tax liability to us. Furthermore, a tax authority could assert that we are subject to tax in a jurisdiction where we believe we have not established a taxable connection, and such an assertion, if successful, could increase our expected tax liability in one or more jurisdictions. Such circumstances could adversely affect our financial condition, results of operations and cash flows.

Our operating subsidiaries are subject to restrictions on paying dividends or making other payments to us, which may restrict our ability to satisfy their liquidity requirements and service our outstanding debt obligations.

We are an exempted company with limited liability incorporated under the laws of the Cayman Islands, structured as a holding company. We may rely on dividends and other distributions on equity from our subsidiaries to satisfy our liquidity requirements. Current Taiwan regulations permit our Taiwan subsidiary to pay dividends to its shareholders only out of its accumulated profits, if any, which shall first make up previous losses and set aside at least 10% of its accumulated profits as statutory reserve each year. These reserves are not distributable as cash dividends. Furthermore, if our Taiwan subsidiary incurs debt on its own behalf in the future, the instruments governing the debt may restrict its ability to pay dividends or make other payments to us. Any limitation on the ability of our Taiwan subsidiary to distribute dividends or to make payments to us may restrict our ability to satisfy our liquidity requirements. In addition, the dividend payments by our Taiwan subsidiary to us shall be subject to the withholding tax of 21% since Taiwan does not have a tax treaty with BVI or the Cayman Islands. Furthermore, as we expand our operations into Singapore, Indonesia, and other jurisdictions, we become subject to the dividend and repatriation laws of those specific markets. If our subsidiaries incur debt on their own behalf in the future, the instruments governing such debt may further restrict their ability to pay dividends or make other distributions to us.

Taiwan, Indonesia and Singapore laws and regulations of loans to and direct investment in local entities by offshore holding companies may delay or restrict our ability to make loans or provide additional contributions to our operating subsidiaries, which could materially and adversely affect our ability to fund and expand our business.

We are an offshore holding company conducting our operations across multiple business segments, including our high-quality whisky business, substantially in Taiwan through our Taiwan Operating Subsidiary, and our expanding AI infrastructure and cloud services business via international subsidiaries. To fund our operations, we may make loans to our operating subsidiaries, provide additional capital contributions to our Taiwan and international subsidiaries, establish new subsidiaries, or acquire offshore entities with existing operations in an offshore transaction.

These methods of internal funding are subject to Taiwan’s foreign investment regulations and approvals or registrations. For example, investment, including lending long-term loans, in Taiwan entities requires Foreign Investment Approval from the Department of Investment Review, Ministry of Economic Affairs. Furthermore, foreign entities are restricted or prohibited from investing in some industries which are related to national security or public order, as specified in the negative list maintained by the Taiwan authorities.

Similar restrictions, capital registration rules, and approval requirements may apply to our rapidly developing AI business operations in Indonesia and/or Singapore. Funding our AI business segment requires transferring substantial capital cross-border to meet our US$120.0 million infrastructure agreement and fund data center land developments. Any failure to obtain necessary approvals from the relevant Indonesian and Singaporean authorities, or delays in registering inbound foreign capital, as may be applicable, could restrict our ability to fund our AI infrastructure projects or acquire local assets, materially harming our growth prospects.

Specifically, under our binding land sale and purchase agreement executed in May 2026 via our 99.99%-owned subsidiary, PT. AGCC AITECH Indonesia, we are obligated to pay an aggregate purchase price of approximately US$13.4 million to acquire land in Indonesia. Concurrently, under our April 22, 2026 power purchase agreements, we face ongoing minimum billing charges based on contracted power thresholds. If administrative delays and regulatory processing backlogs in Indonesia delay our ability to inject offshore holding company funds to clear land title with the Indonesian National Land Agency (BPN), or if procedural banking and compliance registrations stall our subsidiary funding, we could face liquidity constraints. This could cause us to incur fixed contractual utility charges for an inactive site, forfeit our substantial deployed capital, or risk default under our US$374.4 million computing technology services agreement. Similarly, our expansion into other jurisdictions where we have active arrangements or established subsidiaries, such as the United States, Hong Kong, Japan, Malaysia, and Thailand, could involve significant regulatory hurdles that could delay or block our ability to provide capital to our subsidiaries.

Our subsidiaries and operations are subject to foreign exchange controls and regulations in the jurisdictions in which we operate, which may restrict our ability to pay dividends, repatriate interest or make other payments to the holding company.

We are subject to foreign exchange controls that vary significantly across the jurisdictions in which we operate. Currently, Taiwan regulates only those foreign exchange transactions that involve the conversion of the NTD into foreign currencies. Pursuant to the relevant provisions of the Taiwan Foreign Exchange Control Act, foreign exchange transactions of a value of NTD500,000 or more shall be declared to the Central Bank of the Republic of China (Taiwan) (“Taiwan CBC”). Further, for a remittance by a Taiwan company or a Taiwan branch of a foreign company as follows, relevant testimonials shall be submitted and such remittance shall be subject to the reporting to and/or approval of the Taiwan CBC: (i) a single remittance of an amount of US$1 million or more; or (ii) annual accumulated settlement amount of foreign exchange purchased or sold has exceeded US$100 million. Nevertheless, the Taiwan government may impose further foreign exchange restrictions in certain emergency situations, where the Taiwan government experiences extreme difficulty in stabilizing the balance of payments or where there are substantial disturbances in the financial and capital markets in Taiwan. If the dividend payments or other payments by our Taiwan Operating Subsidiary to us involve the currency conversion from New Taiwan Dollar to U.S. Dollar, such conversion would be subject to the foregoing foreign exchange control imposed by the Taiwan authority. Under certain circumstances as prescribed by the relevant Taiwan regulations, documentary evidence of such foreign exchange transactions shall be presented and such transactions shall be conducted at designated foreign exchange banks in Taiwan which have the licenses to carry out foreign exchange business. However, there is no assurance that these foreign exchange regulations will remain unchanged in the future. If the relevant Taiwan regulations change in the future and any required approval is not obtained, our Taiwan Operating Subsidiary’s ability to make payments to us in foreign currency may be restricted, and our capital expenditure plans, business, operating results and financial condition may be materially and adversely affected.

Foreign exchange transactions for non-trade-related purposes or exceeding the applicable annual quota threshold would require special approval from Taiwan CBC, which will be at the discretion of and considered by Taiwan CBC on a case-by-case basis. Additionally, we may provide loans to our Taiwan Operating Subsidiary. If the term of the loan provided by us to our Taiwan Operating Subsidiary is one year or more, we shall obtain prior approval from the competent authorities before the loan can be remitted into Taiwan so that the Taiwan Operating Subsidiary could obtain the prior approval from the competent authorities for the conversion of the shareholders’ loan into equity and our Taiwan Operating Subsidiary shall file a declaration of foreign debt to the competent authority when the loan is remitted into Taiwan to facilitate the repayment of loan in foreign currency.

Our expansion into Indonesia, Singapore, and other markets further complicates our foreign exchange risk. In Indonesia, we are subject to regulations requiring the use of the local currency for domestic transactions and strict documentation for foreign exchange purchases, and any future restrictions on capital repatriation could hinder our ability to fund our AI infrastructure or return profits to the holding company. Because we must convert offshore funds into IDR to satisfy these local operational debts, any sudden tightening of Indonesian foreign exchange mechanisms would trap liquidity or disrupt our mandatory payment timelines. While Singapore law does not currently impose foreign exchange controls, we remain subject to disclosure requirements, such as for large cross-border transfers. Additionally, in other jurisdictions such as Thailand and Malaysia, foreign exchange controls can be more stringent, often requiring specific evidence of inward investment before profits or funds can be repatriated. We cannot assure you that these regulations will remain unchanged. Any new restrictions or failure to obtain required approvals could materially restrict our subsidiaries’ ability to make payments to us in foreign currency, adversely affecting our global capital expenditure plans and our ability to service our short-term debt obligations.

Our business may be exposed to foreign exchange risks.

We distribute our whisky products in Taiwan and source the bottled whisky and raw cask whisky in multiple jurisdictions and thus we have expenses denominated in local currencies in multiple jurisdictions. Additionally, our expansion into AI computing and cloud services and infrastructure in Singapore and Indonesia, alongside our corporate presence in the United States, Hong Kong, Japan, Malaysia and Thailand, further complicates our currency exposure. As a result, we are exposed to foreign currency exchange risk, as our results of operations and cash flows are subject to fluctuations in foreign currency exchange rates. In accordance with our business decisions, our exposure to this type of risk could change depending on:

Should any of these risks materialize, they could have a material adverse effect on our business, prospects, financial condition and results of operations.

Our high-quality whisky business is conducted in Taiwan, and while the books and records of our Taiwan Operating Subsidiary are maintained in NTD, the consolidated financial statements that we file with the SEC and provide to our shareholders are presented in USD. Consequently, changes in the exchange rates between NTD and USD affect the translated value of our assets and our whisky operations when presented in USD. The value of NTD against the USD fluctuates significantly based on local and international political and economic conditions, including changes in political relations between the PRC and Taiwan, and monetary policies in the U.S.

Furthermore, our AI infrastructure expansion introduces entirely separate currency risks and drastically increases our structural exposure to the USD, SGD, and IDR. We face an unhedged foreign exchange risk because our major AI server lease, infrastructure commitments, and data center land developments are denominated in USD, SGD, or IDR, while our only existing revenue-generating business operates independently in NTD. Because our NTD whisky revenues are generated within a separate domestic ecosystem and do not fund or naturally hedge our international AI expansion, any depreciation of the NTD, SGD, or IDR against the USD would effectively inflate our foreign procurement and operating costs, which could materially and adversely affect our cash flows, financial condition, and ability to meet our USD-denominated commitments. Consequently, because our April 2026 unsecured loan facilities require an aggregate repayment of approximately US$8.00 million in USD, any systemic devaluation of our operating currencies against the USD prior to note maturity would increase the cost of settling this short-term debt, thereby reducing our available liquidity reserves.

As of the date of this prospectus, we have not entered into any hedging transactions in an effort to reduce our exposure to foreign currency exchange risk. While we may decide to enter into more hedging transactions in the future, the availability and effectiveness of these hedges may be limited and we may not be able to adequately hedge our exposure or at all. In addition, our currency exchange losses may be magnified by local exchange control regulations in Taiwan, Indonesia, and other jurisdictions that restrict our ability to convert NTD into foreign currencies.

RISKS RELATED TO OUR DEPENDENCE ON THIRD PARTIES

Our business is highly dependent on third-party distributors for selling our products to various accounts such as retailers, restaurants, bars, hotels, casinos, and entertainment venues.

As we expand our wholesale distribution network, we expect that sales to distributors will represent an increasing portion of our future net sales. However, industry consolidation or the loss of a major distributor could have a material adverse effect on our business, financial condition and results of operations.

Our distributors also carry competing brands, including larger national and international brands. Their relationships with these competitors could influence their commitment to our products. If our independent distributors rely on a major competitor for a significant portion of their sales, they may be inclined to favor that relationship. There can be no assurance that our distributors will continue to effectively market and distribute our products in the future.

The loss of a distributor or the failure to promptly replace an underperforming distributor could impede our growth and have a material adverse effect on our business. Expanding our distribution network into new states where we do not currently have a presence may also present challenges. In addition, as we seek to increase our market share in existing markets or enter new markets, there can be no assurance that we will be successful in attracting new distributors.

The purchasing decisions of wholesalers, retailers and consumers are influenced by the perceived overall value of our products compared to competitive products, taking into account both quality and price. Unit and dollar sales may also be affected by pricing, purchasing, financing, operating, advertising or promotional decisions made by wholesalers, state and provincial government agencies and retailers. These decisions may affect the supply of, or consumer demand for, our products. In addition, we may experience higher than expected selling, general and administrative expenses if we need to increase personnel or advertising and marketing expenditures to maintain our competitive position.

Substantial disruption to operations at our warehouses or distribution facilities, or at facilities with which we contract or partner, could occur.

A disruption in the operation of our warehouses or third-party facilities could have a material adverse effect on our business. In addition, a disruption could occur at any of our other facilities or those of our suppliers, bottlers, co-packers or distributors. The disruption could occur for a variety of reasons, including full production schedules at partner facilities, fire, natural disasters, adverse weather conditions, water shortages, manufacturing problems, disease outbreaks, labor strikes, transportation or supply chain disruptions, government regulations, cybersecurity attacks or acts of terrorism.

Alternative facilities with sufficient capacity or capabilities may not be readily available, may be significantly more expensive, or may take a significant amount of time to become operational. Any of these scenarios could adversely affect our business and financial performance.

Disruptions within our supply chain, contract manufacturing, or distribution channels could have an adverse effect on our business, financial condition, and results of operations.

The prices of packaging materials, glass bottles, and other containers fluctuate depending on market conditions, governmental actions, transportation costs, fuel prices, and other factors beyond our control. Substantial increases in the prices of these items, to the extent they cannot be recouped through increases in the prices of our finished whisky products, could increase our operating costs and reduce our profitability.

Increases in the prices of our finished products resulting from a higher cost of packaging materials, glass bottles, and other containers could affect affordability in some markets and reduce our sales. Additionally, some of our packaging containers, such as glass bottles, are available from a limited number of suppliers. We and our suppliers and co-packers may not be able to maintain favorable arrangements and relationships with these suppliers, and our contingency plans may not be effective in preventing disruptions that may arise from shortages of any packaging materials or containers that are available from a limited number of suppliers.

Events such as natural disasters, widespread outbreaks of infectious diseases (such as the COVID-19 pandemic), power outages, labor strikes, political uncertainties, governmental instability, or fluctuations in oil prices arising from geopolitical events (e.g., US–Middle East tensions) could impact the supply chain and distribution channels of our contracted manufacturers or suppliers. An increase in the cost, sustained disruption in supply or shortage of glass bottles and other containers or increases in tariffs, could negatively impact our net operating revenues and profits.

We rely on the alcohol product brands’ marketing materials when promoting our products.

We have limited influence over the promotional materials utilized by alcoholic beverage manufacturers, which may not consistently reflect our branding or values. This lack of control can hinder our ability to differentiate our products from similar offerings by competing wholesalers representing the same brands, potentially leaving consumers without a compelling reason to choose our products over others. Consequently, our success in promoting our offerings is heavily reliant on the effectiveness of the manufacturers’ marketing initiatives. If these efforts fall short, it could adversely affect our operational outcomes.

We are dependent on our leasing counterparty, Ricloud AI Inc., to secure and maintain our AI computing infrastructure, and any operational or financial disruption affecting this counterparty would impact our business.

Rather than purchasing hardware directly from original equipment manufacturers, our technology segment relies on a leasing framework with Ricloud AI Inc., which we regard as an independent third-party. Mr. Li Qiang, our chairman, currently serves as Head of Data Center of Ricloud. However, based on information available to us, Mr. Li does not hold any equity or voting interest in Ricloud, is not a director, executive officer or member of senior management of Ricloud, and does not have authority to control, direct or participate in Ricloud’s financial or operating policy decisions. Mr. Li also does not have authority to approve, amend or terminate Ricloud’s contractual arrangements with us on behalf of Ricloud. Accordingly, we do not consider Ricloud to be a related party of the Company.

Consequently, our ability to deliver specialized computing services under our US$374.4 million computing technology services agreement depends on Ricloud’s ongoing operational performance, financial condition, and logistical execution. If Ricloud encounters capital shortfalls, experiences logistical supply chain delays, or fails to maintain its position within the hardware distribution pipeline, we may face delays or failures in server delivery. Because we have deployed substantial upfront deposits to Ricloud, any material breach or structural disruption affecting this counterparty could result in the loss of our capital outlays, prevent us from meeting our obligations under our downstream customer agreements, and leave us without the assets required to operate our international cloud services segment.

We expect to seek to establish collaborations and, if we are not able to establish them on commercially reasonable terms, we may have to alter our development plans.

We may form or seek strategic alliances, create collaborations, or enter into licensing arrangements with third parties that we believe will complement or augment our development efforts with respect to our cask-to-bottle and distribution business. Any of these relationships may require us to incur recurring or non-recurring expenses and other charges, increase our near and long-term expenditures, or disrupt our management and business.

If we are unable to enter into agreements with suitable collaborators on a timely basis, on acceptable terms or at all, we may require more time to process, repackage and bottle our proprietary brand whisky, reduce or delay its distribution, reduce the scope of our sales and marketing activities or increase our expenses and incur storage or transportation costs at our own expense. If we choose to seek another manufacturer to process our whisky products, we may need to obtain additional capital, which may not be available to us on acceptable terms or at all. If we do not enter into collaborations and do not have sufficient funds or expertise to perform the necessary bottling and packaging activities, we may not be able to deliver to our customers in a timely manner and generate product sales, which would harm our business, financial condition, results of operations and prospects.

RISKS RELATED TO OUR INTELLECTUAL PROPERTY

If our trademarks and trade names are not adequately protected, we may not be able to build name recognition in our markets of interest and our competitive position may be adversely affected.

We may not be able to obtain trademark protection in territories that we consider of significant importance to us. In addition, any of our trademarks or trade names, whether registered or unregistered, may be challenged, opposed, infringed, cancelled, circumvented or declared generic, or determined to be infringing on other marks, as applicable. We may not be able to protect our rights to these trademarks and trade names, which we will need to build name recognition by potential collaborators or customers in our markets of interest. Over the long term, if we are unable to establish name recognition based on our trademarks and trade names, we may not be able to compete effectively and our business may be adversely affected.

We expect to rely on trademarks as one means to distinguish any of our whisky products from the products of our competitors. Once we select trademarks and apply to register them, our trademark applications may not be approved. Third parties may oppose our trademark applications, or otherwise challenge our use of the trademarks. In the event that our trademarks are successfully challenged, we could be forced to rebrand our products, which could result in loss of brand recognition and could require us to devote resources to advertising and marketing new brands. Our competitors may infringe our trademarks and we may not have adequate resources to enforce our trademarks.

If we are unable to protect the confidentiality of our trade secrets, our business and competitive position would be harmed.

We rely upon unpatented trade secrets and know-how to develop and maintain our competitive position. We seek to protect this trade secret and confidential information, in part, by entering into non-disclosure and confidentiality agreements with parties that have access to them, such as our employees, collaborators and other third parties.

However, any of these parties may breach such agreements and disclose our proprietary information, and we may not be able to obtain adequate remedies for such breaches. Enforcing a claim that a party illegally disclosed or misappropriated a trade secret can be difficult, expensive and time-consuming, and the outcome is unpredictable. If any of our trade secrets were to be lawfully obtained or independently developed by a competitor or other third party, we would have no right to prevent them from using that technology or information to compete with us and our competitive position would be harmed. In addition, we face the risk of cybercrime. For instance, someone could hack our information networks and gain illicit access to our proprietary information, including our trade secrets. Even if we are successful in prosecuting such claims, any remedy awarded may be insufficient to fully compensate us for the improper disclosure or misappropriation.

ENFORCEABILITY OF CIVIL LIABILITIES

Our Company is an exempted company incorporated with limited liability under the laws of the Cayman Islands. We are incorporated in the Cayman Islands because of certain benefits associated with being a Cayman Islands company, such as political and economic stability, an effective judicial system, a favorable tax system, the absence of foreign exchange control or currency restrictions and the availability of professional and support services. However, the Cayman Islands has a less developed body of securities laws as compared to the United States and provides less protection for investors. In addition, Cayman Islands companies may not have standing to sue before the U.S. federal courts.

All of our operating subsidiaries’ current operations are conducted outside of the United States and all of our current assets are located outside of the United States, with the majority of our operating subsidiaries’ operations and current assets being located in Taiwan. While the majority of our operations and assets are currently located in Taiwan, we have recently entered into a binding land sale and purchase agreement to acquire land in Indonesia via our 99.99%-owned subsidiary, PT. AGCC AITECH Indonesia, and have entered into material service agreements for our expansion into Indonesia and Singapore. All of the directors and executive officers of our Company reside outside the United States and substantially all of their assets are located outside the United States. As a result, it may not be possible for investors to effect service of process within the United States upon us or any such persons, or to enforce in the United States any judgment obtained in the U.S. courts against us or any of such persons, including judgments based upon the civil liability provisions of the U.S. securities laws or any U.S. state or territory.

We have appointed Cogency Global Inc., 122 E 42nd Street, 18th Floor, New York, New York 10168, as our agent upon whom process may be served in any action brought against us under the securities laws of the United States.

Cayman Islands

Harney Westwood & Riegels, our legal counsel as to Cayman Islands law, has advised us that there is uncertainty as to whether the courts of the Cayman Islands would:

We have been advised by Harney Westwood & Riegels that although there is no statutory enforcement in the Cayman Islands of judgments obtained in the federal or state courts of the United States (and the Cayman Islands are not a party to any treaties for the reciprocal enforcement or recognition of such judgments), the Grand Court of the Cayman Islands will at common law enforce final and conclusive in personam judgments of state and/or federal courts of the United States of America (the “Foreign Court”) of a debt or definite sum of money against the Company (other than a sum of money payable in respect of taxes or other charges of a like nature, a fine or other penalty (which may include a multiple damages judgment in an anti-trust action) or where enforcement would be contrary to public policy). The Grand Court of the Cayman Islands will also at common law enforce final and conclusive in personam judgments of the Foreign Court that are non-monetary against the Company, for example, declaratory judgments ruling upon the true legal owner of shares in a Cayman Islands company. The Grand Court of the Cayman Islands will exercise its discretion in the enforcement of non-money judgments by having regard to the circumstances, such as considering whether the principles of comity apply. To be treated as final and conclusive, any relevant judgment must be regarded as res judicata by the Foreign Court. A debt claim on a foreign judgment must be brought within six years of the date of the judgment, and arrears of interest on a judgment debt cannot be recovered after six years from the date on which the interest was due. The courts of the Cayman Islands are unlikely to enforce a judgment obtained from the Foreign Court under civil liability provisions of U.S. federal securities law if such a judgment is found by the courts of the Cayman Islands to give rise to obligations to make payments that are penal or punitive in nature. Such a determination has not yet been made by the Grand Court of the Cayman Islands. A court of the Cayman Islands may stay enforcement proceedings if concurrent proceedings are being brought elsewhere. A judgment entered in default of appearance by a defendant who has had notice of the Foreign Court’s intention to proceed may be final and conclusive notwithstanding that the Foreign Court has power to set aside its own judgment and despite the fact that it may be subject to an appeal the time-limit for which has not yet expired. The Grand Court of the Cayman Islands may safeguard the defendant’s rights by granting a stay of execution pending any such appeal and may also grant interim injunctive relief as appropriate for the purpose of enforcement.

Taiwan

Ownlyn has advised us that any United States final judgments obtained against us will be recognized by courts in Taiwan without further review of the merits, only if the court of Taiwan in which enforcement is sought is satisfied with the following:

Singapore 

AEI Legal LLC, our legal counsel as to Singapore law, has advised us that there is no treaty between the United States and Singapore providing for the reciprocal recognition and enforcement of judgments in civil and commercial matters and a final judgment for the payment of money rendered by any federal or state court in the United States based on civil liability, whether or not predicated solely upon the federal securities laws, would, therefore, not be automatically enforceable in Singapore.

In making a determination as to enforceability of a foreign judgment, and subject to the Singapore courts having jurisdiction over the judgment debtor, the Singapore courts have regard to whether the foreign judgment was final and conclusive and on the merits of the case, given by a court of law of competent jurisdiction, and was expressed to be for a fixed sum of money. In general, a foreign judgment may be enforceable in Singapore unless procured by fraud, or the proceedings in which such judgments were obtained were not conducted in accordance with principles of natural justice, or the enforcement thereof would be contrary to the public policy of Singapore, or the judgment would conflict with earlier judgment(s) from Singapore or earlier foreign judgment(s) recognized in Singapore, or the judgment would amount to the direct or indirect enforcement of foreign penal, revenue or other public laws. Civil liability provisions of the federal and state securities law of the United States permit the award of punitive damages against us, our directors and executive officers. The Singapore courts do not allow the enforcement of foreign judgments which amount to the direct or indirect enforcement of foreign penal, revenue or other public laws. It is uncertain as to whether a judgment of the courts of the United States awarding such punitive damages would be regarded by the Singapore courts as being pursuant to foreign, penal, revenue or other public laws.

Indonesia

We have also been advised by Yang & Co., our legal counsel as to Indonesian law, that judgments of United States courts predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States will not be recognized or enforced by the courts of the Republic of Indonesia. Yang & Co. has further advised us that Indonesian courts will not entertain original actions brought in Indonesia against us, our subsidiary, or our directors or officers predicated upon the securities laws of the United States or any state in the United States.

There is no treaty between the United States and the Republic of Indonesia providing for the reciprocal recognition and enforcement of judgments in civil and commercial matters. As a result, a final judgment for the payment of money rendered by any federal or state court in the United States based on civil liability, whether or not predicated solely upon U.S. federal securities laws, is unenforceable in the Republic of Indonesia. To enforce claims against us, our subsidiary PT. AGCC AITECH Indonesia, or our directors or officers in Indonesia, a claimant must file a new and independent civil lawsuit in an Indonesian district court.

In any such original action, a final and conclusive judgment rendered by a U.S. court will not be given the force of a judgment, but may be submitted to the Indonesian court strictly as written evidence of the underlying claim or legal facts. The Indonesian court will retain absolute discretion to re-examine the merits of the case from the beginning, evaluate the evidence independently, and may refuse to recognize the underlying claim if it determines that the U.S. proceedings violated local principles of due process, contradicted Indonesian public policy, or if the claims involve punitive damages or penalties which are contrary to the laws of the Republic of Indonesia.

USE OF PROCEEDS 

We estimate that the net proceeds from this offering will be approximately US$209.77 million, assuming a public offering price of US$10.50 per Class A Ordinary Share, the mid-point of the estimated range of the public offering price, after deducting the estimated offering expenses payable by us. We intend to use the net proceeds from this offering primarily to develop our AI-computing center-related business in the United States, Japan, and Southeast Asia, specifically for the procurement of servers and hardware, the expansion of our AI computing infrastructure, and the funding of data center land developments. The remaining funds will be used for research and development, general corporate purposes, and working capital to support our operations. We may also use a portion of the proceeds to acquire or invest in complementary technologies or businesses, though we have no current commitments for any such material acquisitions. As of the date of this Prospectus, we cannot specify with certainty all of the particular uses for the net proceeds to us from this offering. Our management will have broad discretion in the application of these proceeds, and investors will be relying on the judgment of our management regarding the application of the proceeds. Pending such use, we may hold the proceeds in interest-bearing bank accounts or invest them in short-term interest-bearing securities.

CAPITALIZATION

The following table sets forth our capitalization as of December 31, 2025:

The pro forma as adjusted information below is illustrative only, and our capitalization following the completion of this offering is subject to adjustment based on the actual net proceeds to us from the offering. You should read this table in conjunction with “Use of Proceeds,” “Selected Consolidated Financial and Other Data,” and related notes included elsewhere in this prospectus.

DIVIDENDS AND DIVIDEND POLICY

Our board of directors has discretion on whether to distribute dividends, subject to certain restrictions under Cayman Islands law, namely that our Company may only pay dividends out of profits or share premium, and provided always that we are able to pay our debts as they become due in the ordinary course of business. Subject to the laws of the Cayman Islands and our Third Amended and Restated Memorandum and Articles of Association, holders of our Class A Ordinary Shares are entitled to receive such dividends as may be declared by our board of directors. In contrast, holders of our Class B Ordinary Shares will not be entitled to any dividends or distributions of our Company’s assets in the event of winding up of our Company. Even if our board of directors decides to pay dividends, the form, frequency and amount will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors that the board of directors may deem relevant.

We have never declared or paid dividends on our Ordinary Shares. We do not have any present plan to declare any cash dividends on our Ordinary Shares in the foreseeable future. We currently intend to retain most, if not all, of our available funds and any future earnings to operate and grow our business.

We are a holding company incorporated in the Cayman Islands. We have not received and do not have any present plan to receive dividends paid by our subsidiaries in the British Virgin Islands, Taiwan, Singapore, Indonesia, Hong Kong, the United States, Japan, Malaysia, or Thailand. We have discretion as to whether such dividends are paid, subject to local law requirements and contractual restrictions in our various operating jurisdictions. Furthermore, any future dividend payments to us may be subject to applicable withholding taxes.

DILUTION

If you invest in our Class A Ordinary Shares, your interest will be diluted to the extent of the difference between the assumed public offering price per Class A Ordinary Share and our net tangible book value per Class A Ordinary Share after this offering. Dilution results from the fact that the assumed public offering price per Class A Ordinary Share is substantially in excess of the book value per Class A Ordinary Share attributable to the existing shareholders for our presently issued and outstanding ordinary Class A Ordinary Shares. Because the Class B Ordinary Shares carry no rights to dividend distributions or to distributions upon winding-up, the Class B Ordinary Shares are excluded from the denominator in calculating net tangible book value per share, and all net tangible book value figures in this section are presented on a Class A-only basis.

As of December 31, 2025, our net tangible book value was approximately US$9.82 million, or US$0.49 per Class A Ordinary Share. Net tangible book value represents the total amount of our consolidated assets, less our total consolidated liabilities and intangible assets. Dilution represents the difference between an assumed offering price of US$10.50 per Class A Ordinary Share (the midpoint of the estimated price range set forth on the cover page of this prospectus) and the net tangible book value per Class A Ordinary Share on a pro forma as adjusted basis. The pro forma as adjusted net tangible book value reflects the additional proceeds we expect to receive from this offering, after deducting the estimated offering expenses payable by us.

After giving effect to the sale of 20,000,000 Class A Ordinary Shares in this offering at an assumed offering price of US$10.50 per Class A Ordinary Share (the midpoint of the estimated price range set forth on the cover page of this prospectus), and after deducting the estimated offering expenses payable by us, our pro forma as adjusted net tangible book value as of December 31, 2025 would have been US$234.10 million, or US$5.47 per Class A Ordinary Share. This represents an immediate increase in pro forma net tangible book value of US$4.40 per Class A Ordinary Share to our existing shareholders and an immediate dilution of US$5.03 per Class A Ordinary Share to new investors participating in this offering.

The following table illustrates this dilution on a per share basis to new investors:

(i) The issuance and sale of 2,910,000 Class A Ordinary Shares at US$5.00 per share under a Securities Purchase Agreement with certain investors on March 27, 2026, for aggregate gross proceeds of US$14,550,000 (the “PIPE Financing”);

(ii) The allotment of 5,000,000 Class B Ordinary Shares to Ping Shiang Business Ltd on May 20, 2026, for an aggregate consideration of US$200; and

(iii) The net financial impact of the subsequent loan arrangements entered into up to the date of this prospectus, including (a) an unsecured, interest-free loan agreement dated April 1, 2026, in the principal amount of US$3,500,000, which was initially interest-free and subsequently amended on June 10, 2026, to extend the maturity date to October 31, 2026, with interest accruing at a rate of 6% per annum effective August 1, 2026; (b) a Deed of Assignment and Set-Off dated April 17, 2026, with three existing lenders who are also former shareholders of the Company, reducing outstanding principal borrowings by an aggregate of US$12,000,000; and (c) an unsecured 3% interest-bearing loan agreement dated April 22, 2026, in the principal amount of US$6,500,000 (of which US$2,500,000 was repaid on May 12, 2026), which initially bore interest at a rate of 3% per annum and was subsequently amended on June 10, 2026, to extend the maturity date to September 21, 2026, with interest accruing at an increased rate of 6% per annum effective June 22, 2026 (with an outstanding balance of US$4,014,178, inclusive of accrued interest, as of the date of this prospectus).

Immediately following the above adjustments, the Company had a total of 22,786,500 Class A Ordinary Shares and 19,500,000 Class B Ordinary Shares issued and outstanding. For further details regarding our share capital and corporate structure, please refer to the section titled “Description of Share Capital” of this prospectus.

A US$1.00 increase (decrease) in the assumed offering price of US$10.50 per Class A Ordinary Share (the midpoint of the estimated price range set forth on the cover page of this prospectus), would increase (decrease) the pro forma as adjusted net tangible book value per Class A Ordinary Share by US$0.47 per Class A Ordinary Share, and increase (decrease) dilution to new investors by US$0.53 per Class A Ordinary Share, in each case assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting estimated offering expenses payable by us.

The following table sets forth, on a pro forma as adjusted basis as of December 31, 2025, a summary of the differences between existing shareholders and new investors in terms of the number of Class A Ordinary Shares purchased from us in this offering, the total consideration paid, and the average price per Class A Ordinary Share. These figures are presented before deducting estimated offering expenses payable by us.

The pro forma as adjusted information discussed above is illustrative only. Our net tangible book value following the completion of this offering is subject to adjustment based on the actual offering price of our Class A Ordinary Shares and other terms of this offering determined at pricing.

SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA

The following summary consolidated statements of operations and cash flow data for the years ended December 31, 2025 and 2024 have been derived from our consolidated financial statements included in our 2025 Annual Report. You should read the summary consolidated financial data in conjunction with those financial statements and the accompanying notes set out in our 2025 Annual Report. Our consolidated financial statements are prepared and presented in accordance with United States generally accepted accounting principles, or U.S. GAAP, our consolidated financial statements have been prepared as if the current corporate structure had been in existence throughout the years presented.

The following table summarizes the results of our operations for the years ended December 31, 2025 and 2024, respectively, and provides information regarding the dollar and percentage change during such periods.

The following table summarizes our cash flow data in our audited financial statements for the years ended December 31, 2025 and 2024, respectively.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes included elsewhere in this prospectus and our 2025 Annual Report on Form 20-F. This discussion and analysis and other parts of this prospectus contain forward-looking statements based upon current beliefs, plans and expectations that involve risks, uncertainties and assumptions. Our actual results and the timing of selected events could differ materially from those anticipated in these forward-looking statements as a result of several factors, including those set forth under “Risk Factors” and elsewhere in this prospectus. You should carefully read the “Risk Factors” section of this prospectus to gain an understanding of the important factors that could cause actual results to differ materially from our forward-looking statements.

Overview

We, through our Taiwan Operating Subsidiary, are primarily engaged in the trading of whisky products, including procurement, distribution, and sale in both Taiwan and international markets. Through the Taiwan Operating Subsidiary, we import and sell a broad range of premium whisky products, which come from countries/regions such as Scotland.

Beginning in 2025, we diversified our business model by venturing into proprietary brand bottling, packaging, and sales under “Ninja Whisky” trademark. Under this new approach, we source raw cask whisky directly from renowned distilleries. We then conduct the bottling and packaging operations in Taiwan, leveraging the expertise of local contract manufacturers. The bottled products are sold under Ninja Whisky trademark. This proprietary brand model allows us to build and promote the brand identity, maintain quality control over the final product, and capture greater value from the bottling and sales process. By directly sourcing raw cask whisky and carrying out the bottling and packaging processes in Taiwan, we can offer a seamless end-to-end solution while maintaining control over the supply chain and product quality.

Since January 2026, we launched a new initiative to expand into AI computing cloud services and infrastructure, focusing on the leasing and procurement of advanced hardware, such as a non-binding letter of intent for a proposed lease arrangement involving NVIDIA B300 servers, and the development of data center facilities. Subsequently, we have advanced our infrastructure footprint through our 99.99%-owned subsidiary, PT. AGCC AITECH Indonesia, by entering into a binding sale and purchase agreement in May 2026 to acquire a 50,000-square-meter land parcel in Indonesia and entering into power purchase agreements to secure IT power load capacity. Furthermore, on May 12, 2026, through our wholly-owned subsidiary, AGCC Singapore Pte. Ltd., we entered into a 60-month computing technology services agreement with a digital financial services customer to provide AI computing cloud services, including GPU-based computing resources, network connectivity and related technical support services, representing up to approximately US$374.4 million in estimated gross service fees, exclusive of applicable taxes. Looking ahead, we plan to leverage our cross-border operational expertise to further expand our business footprint across the United States, Japan, and Southeast Asia to meet the growing global demand for AI processing power.

Our financial performance for the year ended December 31, 2025, demonstrated significant growth compared to the year ended December 31, 2024. Revenue increased substantially from US$2,537,743 for the year ended December 31, 2024 to US$6,206,178 for the year ended December 31, 2025, representing a year-over-year growth of approximately 145%. This substantial revenue growth was primarily driven by strong demand for our whisky products across expanded international markets, particularly Hong Kong and Japan, as well as the successful introduction of our proprietary brand whisky packaging and distribution business. It was also fueled by our successful strategies to enhance capabilities, including strengthening brand recognition, improving customer experience, and expanding product offerings to meet diverse consumer preferences across a broader geographic footprint.

Consistent with the robust revenue growth, our gross profit increased from US$1,265,303 for the year ended December 31, 2024 to US$1,888,677 for the year ended December 31, 2025, representing a year-over-year growth of approximately 49%. This increase reflects the successful scaling of our operations and the contribution of our new proprietary brand packaging and distribution business.

Our revenue composition shifted significantly during 2025. Bottled whisky sales represented 86% of total revenue for the year ended December 31, 2025, compared to 64% for the year ended December 31, 2024. Our proprietary brand whisky packaging and distribution business, launched during 2025, contributed 14% of total revenue, demonstrating the successful diversification of our business model. During the year ended December 31, 2025, we did not generate revenue from the sale of raw casks, which accounted for 36% of total revenue in 2024. This was primarily due to the absence of suitable commercial opportunities during the period, rather than a formal discontinuation of this business area. We intend to continue evaluating potential opportunities relating to raw casks and may pursue such opportunities if and when they arise and are considered commercially viable.

Geographically, we achieved significant diversification during 2025. International sales expanded to represent 68% of total revenue for the year ended December 31, 2025, compared to 3% for the year ended December 31, 2024. In 2025, Hong Kong emerged as our largest market, contributing 49% of total revenue, followed by Japan with 13%, and other international markets including Canada, China, and Macau. Taiwan sales accounted for 32% of total revenue in 2025, compared to 97% for the year ended December 31, 2024, reflecting our successful geographic expansion strategy.

We reported net income of US$609,382 for the year ended December 31, 2025, compared to US$779,278 for the year ended December 31, 2024. The decrease in net income, despite robust revenue growth of 145%, reflects the impact of changes in revenue mix that resulted in lower gross margin, which decreased from 50% in 2024 to 30% in 2025, coupled with significant increases in operating expenses. General and administrative expenses rose to US$959,589 for the year ended December 31, 2025, compared to US$205,341 for the year ended December 31, 2024, reflecting increased professional fees associated with IPO preparation, staff costs for key leadership hires, and expenses related to the evaluation of new business opportunities, including the proposed AI infrastructure initiatives. Sales and distribution expenses increased to US$145,059 for the year ended December 31, 2025, compared to US$45,378 for the year ended December 31, 2024, driven by expanded headcount and distribution costs to support our geographic expansion into new international markets.

The gross profit improvement of 49% was driven by our proprietary brand whisky packaging and distribution business (59  % margin) and bottled whisky sales, while the operating expense increase reflected necessary public company readiness costs, investments in geographic expansion, and strategic initiatives.

Our financial condition and results of operations for the year ended December 31, 2025 reflect our strong market position, effective execution of growth and geographic expansion strategies, and successful diversification into value-added services. The sustained revenue growth for the year ended December 31, 2025 demonstrates the continued momentum of our business model and our ability to capitalize on opportunities in both domestic and international markets. These factors have positioned us favorably for continued growth and profitability in the future, as we continue to optimize our product mix, streamline international logistics as volumes mature, and grow our higher-margin proprietary brand services.

KEY FACTORS AFFECTING OUR RESULTS OF OPERATIONS 

The key factors that we believe affect our financial condition and results of operations are discussed below.

Market Demand and Customer Preferences

Our revenue and future growth are directly tied to market demand across two distinct operating segments: consumer demand for our whisky products and demand for AI computing infrastructure and cloud services.

In our whisky business, performance depends on consumer preferences, such as shifts toward premium or craft spirits, which significantly impact our sales volumes and profitability. The Taiwan market remains a crucial revenue driver, where demand is heavily influenced by domestic economic conditions, disposable income levels, and cultural trends. Furthermore, as we execute our strategic transformation to aggressively grow international sales across Japan, China, Hong Kong, Canada, and Macau, our success depends on navigating highly competitive global spirits markets and accurately anticipating shifting consumer tastes. Failure to adapt to these trends or differentiate our brand could lead to a loss of market share.

Concurrently, our expansion into AI computing cloud services and infrastructure introduces exposure to enterprise technology spending cycles and rapid market shifts. Demand for our computing resources depends on the continued global adoption of AI applications and large language models, making us vulnerable to rapid technological advancements or changes in customer preferences toward alternative hardware configurations that could depress leasing rates for our planned server deployments or leave our data center capacity in Indonesia underutilized.

By closely monitoring both consumer beverage trends and global enterprise cloud dynamics, we aim to proactively adapt our offerings. However, a failure to effectively address shifts in demand or technological evolution in either business segment could adversely impact our aggregate sales volumes, revenue, and overall profitability.

Supplier Relations and Procurement Costs

As a trading company in the whisky industry, our ability to maintain strong relationships with reputable suppliers and secure favorable procurement terms is crucial to our success. We rely on a diverse network of suppliers from various whisky-producing regions, such as Scotland, to source premium and rare whisky products for our customers. Disruptions in our supplier relationships or changes in procurement costs can significantly impact our gross margins and profitability.

We strive to cultivate long-term partnerships with our suppliers, built on trust, transparency, and mutual understanding. Our procurement team works closely with suppliers to ensure a steady supply of high-quality products and to negotiate favorable pricing and payment terms. Additionally, our expertise in identifying and procuring unique and limited-edition whiskies from sought-after distilleries enhances our competitive advantage and enables us to command premium pricing in the market.

In 2025, we introduced our proprietary brand whisky packaging and distribution business under “Ninja Whisky” trademark. Under this model, we source bulk whisky directly from brand-owned distilleries. We then conduct bottling and packaging operations in Taiwan through local contract manufacturers, and the finished products are sold under Ninja Whisky trademark. This vertical integration allows us to maintain quality control while capturing additional value in the supply chain.

The cost of goods sold, which includes the purchase price of whisky products, import duties, and other associated costs, is a significant factor affecting our profitability. With the introduction of our proprietary brand whisky packaging and distribution business, our cost of goods sold now additionally incorporates the bottling and packaging costs. Fluctuations in the cost of goods sold can be influenced by various factors, such as global supply and demand dynamics, changes in import regulations, and currency exchange rates.

To mitigate the impact of cost fluctuations, we employ strategic inventory management practices, leveraging our industry knowledge and market intelligence to optimize our purchasing decisions. For our proprietary brand whisky packaging and distribution business, we have established long-term supply arrangements with brand partners and bottling manufacturers. We continuously explore opportunities to streamline our supply chain and logistics operations, including diversifying our supplier base for packaging materials across the Asia-Pacific region. These measures, with our existing cost management framework, help reduce operational costs and improve overall efficiency as we scale our premium whisky offerings.

Concurrently, our expansion into AI computing cloud services and infrastructure shifts our procurement profile to include highly specialized, capital-intensive technology assets, introducing critical hardware supply dependencies. Because the global supply chain for advanced computing hardware is characterized by severe capacity constraints, long manufacturing lead times, and intense procurement competition, any delivery delays, structural allocation cuts by manufacturers, or unexpected spikes in equipment pricing regarding our targeted deployment of high-performance architecture servers would directly delay the development of our Indonesian data center facilities, impair our ability to scale our cloud platform, and potentially prevent us from meeting our contractual deployment timelines under active client agreements.

Maintenance of Key Personnel

In our whisky business, our success is heavily dependent on the expertise, industry knowledge, and relationships cultivated by our key personnel. They possess valuable insights into the whisky industry, have established strong connections with suppliers and customers, and play a pivotal role in driving our strategic initiatives and growth objectives. Conversely, our expansion into AI computing cloud services and infrastructure requires attracting and retaining highly specialized technical talent.

Retaining and attracting top talent across both industries is crucial for maintaining our competitive edge. We strive to create a workplace environment that fosters professional growth, rewards performance, and provides opportunities for career advancement. Additionally, we strive to offer competitive compensation packages to motivate and retain our key personnel.

The loss of key personnel or the inability to attract and retain skilled professionals could adversely impact our operations, supplier relationships, technical deployments, and overall market position. As such, we prioritize succession planning and knowledge transfer initiatives to mitigate the risks associated with personnel changes and ensure business continuity.

Furthermore, we cultivate a strong corporate culture that promotes collaboration, innovation, and a shared passion. By fostering an engaging and inclusive work environment, we aim to enhance employee satisfaction and loyalty, contributing to the long-term retention of our valuable human capital.

Fluctuation in Interest Rates

As part of our financing strategy, we have obtained borrowings from a local bank in Taiwan. These borrowings are subject to fluctuations in interest rates, which can directly impact our financial expenses and profitability.

Rising interest rates can lead to an increase in the cost of servicing our debt, thereby reducing our net income. Conversely, a decline in interest rates can result in lower financing costs, positively impacting our profitability. Given the potential impact of interest rate fluctuations on our financial performance, we closely monitor market conditions and maintain a prudent approach to debt management.

To mitigate the risks associated with interest rate volatility, depending on the market situation, we may employ various strategies, such as negotiating fixed-rate borrowings or exploring hedging instruments like interest rate swaps. Additionally, we maintain a disciplined approach to capital allocation, ensuring that our borrowings are aligned with our operational requirements and growth objectives.

Our finance team regularly evaluates our debt portfolio, interest rate exposure, and potential refinancing opportunities to optimize our financing costs and maintain a healthy financial position. By proactively managing our interest rate risk, we aim to minimize the adverse effects of interest rate fluctuations on our results of operations and ensure long-term financial stability.

Fluctuation in Exchange Rates

As a company engaged in international trade, our operations are exposed to fluctuations in exchange rates. With customers and suppliers located in various countries, our revenue and expenses are denominated in multiple currencies.

Unfavorable movements in exchange rates can adversely impact our financial performance. For instance, an appreciation of the NTD against other currencies can make our products more expensive for international customers, potentially affecting our export sales and profitability. Conversely, a depreciation of the NTD can increase the costs of importing whisky products from our foreign suppliers, putting pressure on our gross margins.

As we expand into AI computing cloud services and infrastructure across the United States, Japan, and Southeast Asia, our anticipated future revenue and capital expenses will increasingly be denominated in several foreign currencies. This planned geographic diversification will subject our future operations to heightened foreign exchange risk.

Our finance team closely monitors currency markets and employs robust risk management practices to assess and manage our foreign exchange exposure proactively. By implementing these strategies, we aim to minimize the impact of currency fluctuations on our financial results and maintain a stable and predictable operating environment.

Competitive Landscape

The whisky trading industry is highly competitive, with numerous players offering similar products. Our ability to differentiate our offerings, maintain competitive pricing, and secure reliable suppliers will be critical to sustaining growth.

As we explore new markets, we may face challenges related to brand recognition, regulatory hurdles, and competition from established players, which could impact our revenue growth.

Simultaneously, the AI computing infrastructure and data center industry is evolving rapidly and is characterized by intense competition from established global cloud providers and specialized infrastructure operators. As we expand into AI computing cloud services and infrastructure business, our ability to secure market share depends on our capacity to deploy cutting-edge hardware efficiently, offer competitive service terms, and build brand recognition in a highly technical business-to-business ecosystem. Failure to differentiate our infrastructure capabilities or effectively navigate regulatory hurdles in new jurisdictions could materially restrict our revenue growth.

Macroeconomic Conditions

Our current results of operations are heavily influenced by global economic conditions, including inflation, recessionary pressures, and changes in consumer spending patterns. While our historical revenue is derived entirely from our traditional whisky operations, we have launched an initiative to expand into AI computing infrastructure and cloud services. Consequently, future economic downturns could simultaneously reduce consumer demand for our premium spirits and cause prospective enterprise clients to scale back, delay, or consolidate their planned investments in AI deployments, thereby adversely affecting our anticipated revenue streams.

For our existing operations, rising oil prices may adversely affect us by increasing freight and logistics costs associated with shipping our whisky products from Taiwan to customers across regions. These increased costs could lead to higher product prices, reduced consumer demand, compressed profit margins, or supply chain disruptions. Additionally, higher oil prices contribute to broader inflation, which reduces consumer disposable income and spending on premium goods.

Crucially, as we advance our plans to build out and run our AI computing infrastructure and cloud services, volatility in the petroleum market may expose our future operations to commercial electricity rate hikes driven by escalating global energy baselines and fuel adjustment surcharges. High-performance data center facilities are hyper-consumers of power. Once our AI infrastructure becomes fully operational, any oil-driven utility hikes will significantly elevate our cooling and processing costs. If we are unable to pass these heightened energy expenses through to our future infrastructure and cloud clients, our anticipated operating margins will be compressed. Any sustained increase in global oil and energy prices could therefore have a material adverse effect on our current revenue and our ability to successfully establish and operate our planned AI computing cloud services and infrastructure business.

Cybersecurity, Data Security, and Infrastructure Resilience

Our planned expansion into AI computing infrastructure and cloud services will inherently expose our future operations to severe cybersecurity threats, data breaches, and network disruptions. Once fully operational, our data centers and cloud platforms will host vast amounts of sensitive enterprise data, making them prime targets for cyber threats. A successful breach could cause critical infrastructure downtime, expose proprietary client data, and violate contractual service level agreements, triggering costly litigation. Furthermore, under the strict data protection frameworks of our planned expansion markets, such as Indonesia, any material security failure could result in heavy regulatory fines, mandatory operational suspensions, and permanent reputational damage.

Consequently, while we are actively integrating robust security protocols into our pre-operational design, any future compromise of our digital infrastructure could result in severe operational paralysis and materially disrupt our planned results of operations.

KEY COMPONENTS OF OUR RESULTS OF OPERATIONS

To assess the performance of our business, we consider a variety of financial and operating measures. The key financial performance indicators we use include revenue, cost of revenue, gross profit and gross margin, general and administrative expenses, sales and distribution expenses, and income tax expenses. Our review of these indicators reveals the results of our business performance and provides timely and meaningful feedback to key operating decisions and allows our business to respond promptly to competitive market conditions and different demands and preferences from our customers. The key measures that we use to evaluate the performance of our business are set forth below and are discussed in greater detail under “Results of Operations”.

Revenue

Our revenue is generated through the sale and distribution of bottled whisky products across three core business lines: raw cask whisky sales, bottled whisky sales, and proprietary brand whisky packaging and distribution business. The raw cask whisky sales involve wholesale transactions of entire whisky barrels to distributors and retailers, while the bottled whisky sales focus on finished products sold through hospitality channels and corporate clients. Our proprietary brand whisky packaging and distribution business represents a vertically integrated model where we collaborate with established distilleries to bottle and package our product offerings under brand authorization, combining their heritage with our distribution expertise.

Revenue performance directly impacts our financial results through both top-line growth and product mix effects. Management prioritizes strategic balance between volume growth and product mix, as shifts in geographic markets or product categories can significantly influence profitability. We monitor how revenue composition affects gross margins, working capital requirements, and scalability across different business models.

We evaluate revenue performance through several key metrics: geographic market penetration (domestic vs. international), product category mix (raw cask vs. bottled vs. proprietary brand whisky packaging and distribution business), and trade volume relative to revenue growth. These measurements help assess pricing power, demand elasticity, and the effectiveness of distribution strategies. Management supplements this analysis with customer acquisition costs, channel profitability, and inventory turnover ratios to optimize our commercial operations.

Cost of revenue

Our cost of revenue primarily comprises the procurement costs of whisky products held for sale, including raw casks and bottled inventory, as well as direct expenses associated with import/export duties and processing fees. These costs are inherently significant in our business model due to the premium nature of our products, which require careful sourcing, aging, and handling throughout the supply chain. The composition of these costs varies across our products, with raw cask procurement, bottling operations, and international distribution each presenting distinct cost structures.

Cost of revenue directly impacts our profitability through gross margin, serving as a key indicator of our operational efficiency and pricing power. Management actively monitors procurement strategies, supplier relationships, and logistics networks to optimize these costs while maintaining product quality. Fluctuations in raw material pricing, trade tariffs, or transportation costs can materially affect margins, making cost control a critical focus area for sustaining profitability across economic cycles.

We evaluate the cost of revenue performance through several operational lenses, such as procurement efficiency, measured by cost per unit across product categories; supply chain optimization, including lead times and import/export cost structures; and economies of scale as production volumes grow. These metrics inform strategic decisions regarding supplier diversification, inventory management, and pricing adjustments to align with our premium market positioning.

Gross profit and gross profit margin

Gross profit represents the difference between revenue and the cost of goods sold, serving as a fundamental measure of our production and distribution efficiency. Gross profit margin, calculated as gross profit divided by revenue, indicates the portion of each revenue dollar retained after accounting for direct product costs, reflecting our pricing power and cost management effectiveness.

Gross profit and margin directly impact our results of operations by determining the funds available to cover operating expenses and generate operating income. Higher gross margins provide greater flexibility to invest in growth initiatives while maintaining profitability, while margin pressure may require operational adjustments or cost optimization measures. These metrics ultimately influence our bottom-line performance and capacity for strategic reinvestment.

Management monitors gross profit and margin by product line and distribution channel, analyzing trends in input costs, production efficiencies, and pricing strategies. We evaluate margin sustainability through regular reviews of procurement practices, inventory management, and product mix optimization, ensuring alignment with our product mix strategy and long-term profitability targets.

General and administrative expenses

General and administrative expenses consist primarily of staff costs (including salaries, messing, etc.), expenses related to trademarks, lease expenses, and professional fees (including audit fees for our consolidated financial statements). These expenses affect our results of operations by reducing operating income, as they are largely fixed in nature and do not fluctuate directly with sales volume. The level of general and administrative expenses relative to revenue influences our operating margins and overall profitability, requiring careful management to ensure the efficient allocation of resources while maintaining necessary corporate functions and strategic capabilities. Management monitors and controls these costs through regular budget reviews, operational efficiency assessments, and strategic resource allocation, while ensuring we maintain the necessary corporate governance, financial reporting capabilities, and operational support required for sustainable growth.

Sales and distribution expenses

Sales and distribution expenses consist primarily of employee-related costs for sales personnel, including salaries and benefits, along with warehouse expenses directly tied to revenue generation. These costs represent the necessary investments to maintain and grow our distribution network, sales channels, and customer relationships.

Sales and distribution expenses affect our results of operations by reducing operating profit, with their efficiency directly influencing our overall profitability. As semi-variable costs, they typically scale with business expansion but can be optimized through productivity improvements. Management monitors these expenses on a regular basis, ensuring we maintain an appropriate balance between market penetration and cost discipline. The effectiveness of our sales and distribution network is evaluated based on its ability to support revenue growth while maintaining competitive cost structures.

Income tax expenses

Income tax expenses represent the corporate income tax we are required to pay to the relevant tax authorities based on our taxable income. As a Taiwan-based company, we are subject to profit tax governed by local tax laws and regulations. The expense is calculated by applying applicable tax rates to taxable income, after accounting for all allowable deductions, credits, and adjustments under the tax code.

Income tax expenses directly impact our net income and overall profitability, as they represent the final allocation of pre-tax earnings to tax obligations. The effective tax rate, which may differ from statutory rates due to available incentives and deductions, serves as our primary performance metric for tax efficiency. Management actively monitors this rate through ongoing review of tax positions, compliance with regulatory changes, and optimization of available tax planning opportunities within legal frameworks.

Results of Operations

For the years ended December 31, 2025 and 2024

The following table summarizes the results of our operations for the years ended December 31, 2025 and 2024, respectively, and provides information regarding the dollar and percentage change during such periods.