Agencia Comercial Spirits Ltd-A美股招股说明书(2026-07-20版)

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 comparedto 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. OurClass A Ordinary Shares are listed on the Nasdaq Capital Market under the symbol “AGCC.” You should read this prospectus supplement, theaccompanying 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 Shareshave 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 operationsthat 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 minimumaggregate proceeds required as a condition to closing this offering. Accordingly, we have not made any arrangement to place investor funds inan escrow account or trust account, and any proceeds received by us from the sale of the Class A Ordinary Shares offered hereby will beavailable for our immediate use. We expect to conduct one closing of this offering, but may conduct one or more additional closings. Thisoffering will terminate 90 days after the effectiveness of the registration statement of which this prospectus supplement and the accompanyingprospectus form a part if the closing or closings have not occurred, and may not be extended. See “Plan of Distribution” and “Use ofProceeds” 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 outstandingshares will consist of 42,786,500 Class A Ordinary Shares and 19,500,000 Class B Ordinary Shares. Each Class A Ordinary Share is entitledto one vote, and each Class B Ordinary Share is entitled to 100 votes. Immediately after the completion of this offering, Ping Shiang BusinessLtd will beneficially own approximately 33.80% of our total issued and outstanding Class A Ordinary Shares and approximately 98.58% ofthe aggregate voting power of our total issued and outstanding share capital. As a result, we will continue to qualify as a “controlledcompany” under Nasdaq Stock Market Rule 5615(c). See “Prospectus Supplement Summary,” “Risk Factors” and “Principal Shareholders” inthis 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“RiskFactors”beginning on page S-9 of this prospectus supplement and under similar headings in the other documents that are incorporated byreference 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, mayelect to comply with reduced public company reporting requirements. See “Prospectus Supplement Summary - Implications of Being anEmerging 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 ordetermined 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 thisoffering other than those contained in this prospectus supplement and, if given or made, the information or representations must not be reliedupon as having been authorized by us. This prospectus supplement does not constitute an offer to sell or a solicitation of an offer to buy anysecurity other than the securities offered by this prospectus supplement, or an offer to sell or a solicitation of an offer to buy any securities byanyone in any jurisdiction in which the offer or solicitation is not authorized or is unlawful. Proceeds, after expenses, to us We estimate the total expenses of this offering payable by us will be approximately US$233,500. After deducting total expenses, weexpect 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 besu