Mingteng International Corp Files For Offering Of Up To $100M In Class A Shares

Up to U.S.$100,000,000

Class A Ordinary Shares

Mingteng International Corporation Inc.

 

We have entered into an ATM Sales Agreement (the "Sales Agreement") with AC Sunshine Securities LLC (the "Sales Agent"), dated December 4, 2025, relating to the sale of our Class A ordinary shares, par value $0.00001 per share ("Class A Ordinary Shares"), offered by this prospectus supplement and the accompanying base prospectus. In accordance with the terms of the Sales Agreement, we may offer and sell our Class A Ordinary Shares from time to time up to an aggregate offering price of up to U.S.$100,000,000 through or to the Sales Agent, acting as sales agent or principal.

 

Upon our delivery of a placement notice and subject to the terms and conditions of the Sales Agreement, the Sales Agent may sell our Class A Ordinary Shares by methods deemed to be an "at the market offering" as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended (the "Securities Act"). The Sales Agent is not required to sell any specific number or dollar amount of securities but will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of The Nasdaq Stock Market, LLC to sell such our Class A Ordinary Shares. There is no arrangement for funds to be received in any escrow, trust or similar arrangement.

The compensation to the Sales Agent for sales of Class A Ordinary Shares sold pursuant to the Sales Agreement will be an amount equal to 3.5% of the gross proceeds of any Class A Ordinary Shares sold under the Sales Agreement. See "Plan of Distribution" for information relating to certain commissions and expenses of the Sales Agent to be reimbursed by us.

In connection with the sale of Class A Ordinary Shares on our behalf, the Sales Agent will be deemed to be an "underwriter" within the meaning of the Securities Act and the compensation of the Sales Agent will be deemed to be underwriting commissions or discounts. We have also agreed to provide indemnification and contribution to the Sales Agent with respect to certain liabilities, including liabilities under the Securities Act or the Exchange Act of 1934, as amended (the "Exchange Act").

Our Class A Ordinary Shares trade on The Nasdaq Capital Market under the symbol "MTEN." The last reported sale price of our Class A Ordinary Shares on The Nasdaq Capital Market on December 1, 2025 was U.S.$1.43   per share. For a more detailed description of our Class A Ordinary Shares, see the section entitled "Description of the Securities we are Offering" beginning on page S-4 of this prospectus supplement.

As of December 8, 2025, the aggregate market value of our outstanding Class A Ordinary Shares held by non-affiliates, or public float, was approximately U.S.$97,486,227, based on 17,757,054 Class A Ordinary Shares outstanding that were held by non-affiliates as of such date, and a price of U.S.$5.49 per share, which was the highest reported closing sale price of our ordinary shares on Nasdaq on October 23, 2025, as reported by Nasdaq (a date within 60 days of the date of this prospectus supplement). Given our public float exceeds $75 million, we are not subject to the limitations set forth in General Instruction I.B.5 of Form F-3. As a result, we may sell up to $100,000,000 of our Class A Ordinary Shares hereunder as of the date of this prospectus supplement.