AGCC · Agencia Comercial Spirits Ltd

Agencia Comercial Spirits Ltd is seeking shareholder approval through three coordinated virtual and in-person meetings on May 20, 2026, for transformative governance changes. The core proposals, unanimously recommended 'FOR' by the Board and signed by Director and CEO Tsai Yi Yang, include a fourfold increase in authorized share capital from US$50,000 (1.25 billion shares) to US$200,000 (5 billion shares), split evenly between Class A and Class B ordinary shares of US$0.00004 par value each. This expansion provides significant flexibility for future equity issuances. Critically, Class B shares' voting power would increase from the current 10 votes per share to 100 votes per share, substantially enhancing control concentration among Class B holders, who already represent 145 million of the 167.8 million total votes outstanding as of the April 20, 2026 record date despite fewer shares (14.5 million vs. 22.8 million Class A). The proposals require special resolution approval from Class A holders, Class B holders, and shareholders as a single class, ensuring multi-tiered consent. Upon approval, 5 million new Class B shares will be issued to Ping Shiang Business Ltd at a nominal US$200, diluting existing shareholders minimally but fortifying insider voting dominance under the new structure. The third amended and restated memorandum and articles, provided in Exhibit 99.7, formalize these changes with immediate effect, including updated definitions for affiliates, voting mechanics, and Cayman Islands compliance. Proxy materials mailed April 22, 2026, emphasize voting importance, with deadlines of May 18, 2026, and revocation rights. This restructuring signals strategic consolidation of control, potentially impacting minority shareholder influence and future corporate decisions.