J-Star Announces Approval of Dual Class Share Structure by Shareholders

Rhea-AI Summary

J-Star (Nasdaq: YMAT) announced shareholder approval of a dual-class share structure on December 9, 2025, effective after a share capital reorganisation. The company will reclassify 17,200,387 issued ordinary shares as Class A and create 6,097,183 Class B shares, each Class B carrying 10 votes.

Authorized capital will increase from US$17,500,000 to US$65,000,000. J-Star will repurchase 4,888,092 Class A shares from New Moon Corporation and 1,209,091 Class A shares from Mr. Jing-Bin Chiang, then issue equivalent Class B shares to those holders. Filing with the Cayman Registrar is planned for December 10, 2025, and Nasdaq trading of reclassified Class A shares is expected on or around December 11, 2025.

Positive

• Creates dual-class structure with Class B carrying 10 votes
• Authorized capital increased to US$65,000,000
• Repurchase and issuance of 6,097,183 Class B shares to named holders

Negative

• Class B shares with 10 votes can concentrate voting control
• Authorized capital rise to US$65,000,000 may enable future dilution

Key Figures

Issued shares reclassified 17,200,387 shares Ordinary shares re-designated as Class A Ordinary Shares

Authorized but unissued reclassified 11,702,430 shares Authorized but unissued Ordinary Shares re-designated as Class A

New Class B created 6,097,183 shares Authorized but unissued Ordinary Shares cancelled and recreated as Class B

Class B voting power 10 votes per share Each Class B Ordinary Share entitled to ten votes

Par value per share US$0.50 Par value of Class A and Class B Ordinary Shares

Authorized capital before US$17,500,000 Authorized share capital immediately before increase

Authorized capital after US$65,000,000 Authorized share capital after increase

Share repurchase/reissue 6,097,183 shares 4,888,092 from New Moon, 1,209,091 from Mr. Chiang to be swapped A→B

Market Reality Check

$0.8900 Last Close

Volume Trading volume 109,862 vs 20-day average 193,319 shows activity below recent norms. low

Technical Price at $0.89 is trading below the 200-day MA at $1.87, reflecting prior weakness.

Peers on Argus 1 Up

Sector peers show mixed moves, with examples ranging from -3.02% (CNEY) to +9.32% (BSLK). Momentum scanner only flagged BON with a ~4% move up, indicating today’s setup appears stock-specific rather than a broad Basic Materials rotation.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Nov 17	Shareholder meeting notice	Positive	+1.1%	Announced Dec 9, 2025 meeting to vote on share reorganisation.
Nov 03	Product approval	Positive	-2.3%	USAPA approval for Supernova pickleball paddle and Vietnam outreach.
Oct 20	Strategic commentary	Positive	-8.6%	Support for Nasdaq–Ho Chi Minh City IFC MoU tied to growth plans.
Oct 06	Product certification	Positive	-3.2%	USAPA certification of Horizon paddle and DTC pickleball strategy.
Sep 22	Leadership change	Positive	-1.9%	Appointment of Sam Van as CEO following IPO and expansion plans.

Pattern Detected

Recent news has often been followed by weak or negative next-day price reactions despite generally constructive headlines.

Recent Company History

Over the last five news events since September 22, 2025, J-Star has reported a CEO transition, two USA Pickleball paddle approvals, strategic commentary on Vietnam’s financial center plans, and the initial notice for the December 9, 2025 shareholder meeting covering this dual-class and capital reorganization. Price reactions were negative after four of these releases, with only the general meeting announcement on November 17, 2025 seeing a modest +1.07% move.

Market Pulse Summary

This announcement confirms shareholder approval of a dual class share structure, reclassifying existing ordinary shares into Class A and creating ten-vote Class B shares, while lifting authorized capital to US$65,000,000. It finalizes the governance changes first outlined for the December 9, 2025 meeting. Investors may focus on how voting concentration, future share issuance capacity, and execution of the company’s growth plans interact with this new capital structure.

Key Terms

dual class share structure financial

"J-Star Announces Approval of Dual Class Share Structure by Shareholders"

A dual class share structure is a setup where a company issues two (or more) types of shares that carry different voting rights—one class gives founders or insiders most of the voting power while the other class offers the same financial upside but little or no say in decisions. For investors this matters because it separates ownership of returns from control: you can share in profits like a regular shareholder but have limited influence over strategy, similar to owning a stake in a restaurant without a vote on the menu.

authorized share capital financial

"The amendment of the Company’s authorized share capital by: re-designating"

The maximum number of shares a company is legally allowed to issue according to its governing documents. Think of it as the size of the blank checkbook a company keeps for selling ownership stakes: it sets an upper limit but does not mean all shares are in circulation. Investors care because a larger authorized amount makes it easier for the company to raise money or grant stock-based pay, which can dilute existing holdings and affect control and value per share.

class a ordinary shares financial

"as 17,200,387 Class A Ordinary Shares of US$0.50 par value each"

Class A ordinary shares are a type of ownership stake in a company that typically grants voting rights to shareholders, allowing them to have a say in important company decisions. They often come with priority in receiving dividends or profits, making them attractive to investors seeking influence and potential income. These shares help distinguish different levels of ownership and rights within a company's stock structure.

class b ordinary shares financial

"creating 6,097,183 Class B Ordinary Shares of US$0.50 par value each"

Class B ordinary shares are a type of ownership stake in a company that typically come with different voting rights or privileges compared to other share classes. For investors, they represent a way to hold part of the company’s value and influence its decisions, often with fewer voting rights than Class A shares. Understanding these shares helps investors assess their level of control and potential returns within a company.

memorandum and articles of association regulatory

"Adoption of the Fifth Amended and Restated Memorandum and Articles of Association"

Memorandum and articles of association are the founding legal documents of a company: the memorandum sets out the company’s basic purpose and scope, while the articles act as its internal rulebook detailing how the company is run, who has what powers, and how decisions are made. For investors these documents matter because they define ownership rights, voting rules, limits on activities, and procedures for major changes—like a contract and rulebook that determine how their investment can be used and protected.

AI-generated analysis. Not financial advice.

TAICHUNG CITY, Taiwan, Dec. 09, 2025 (GLOBE NEWSWIRE) -- J-Star Holding Co., Ltd. (Nasdaq: YMAT) (“J-Star” or the “Company”), a leading provider of innovative carbon fiber and composite solutions across a wide range of applications including personal sports equipment, healthcare products, automobile parts, resin systems, and research and development services, today announced the results of the shareholder votes from its 2025 general meeting of shareholders (the “Meeting”). The Meeting was conducted on December 9, 2025.

At the Meeting, shareholders of the Company approved the proposals that:

• The amendment of the Company’s authorized share capital by:
  1. re-designating and re-classifying 17,200,387 issued ordinary shares of US$0.50 par value each (the “Ordinary Shares”) as 17,200,387 Class A Ordinary Shares of US$0.50 par value each, with the rights of the existing Ordinary Shares remaining unchanged;
  2. re-designating and re-classifying 11,702,430 authorized but unissued Ordinary Shares of US$0.50 par value each as 11,702,430 Class A Ordinary Shares;
  3. cancelling 6,097,183 authorized but unissued Ordinary Shares and creating 6,097,183 Class B Ordinary Shares of US$0.50 par value each (each Class B Ordinary Share being entitled to ten (10) votes) (the “Share Capital Reorganisation”).
• Increasing the authorized share capital of the Company, immediately following the Share Capital Reorganisation, from US$17,500,000 (divided into 28,902,817 Class A Ordinary Shares of US$0.50 each and 6,097,183 Class B Ordinary Shares of US$0.50 each) to US$65,000,000 (divided into 30,000,000 Class A Ordinary Shares of US$0.50 each and 100,000,000 Class B Ordinary Shares of US$0.50 each) by creating an additional 1,097,183 Class A Ordinary Shares and 93,902,817 Class B Ordinary Shares (the “Increase of Authorized Share Capital”).
• Adoption of the Fifth Amended and Restated Memorandum and Articles of Association (“Fifth Restated M&A”) of the Company in substitution for the existing memorandum and articles of association, effective immediately after the Share Capital Reorganisation and Increase of Authorized Share Capital.
• The Company will repurchase 4,888,092 Class A Ordinary Shares held by New Moon Corporation and 1,209,091 Class A Ordinary Shares held by Mr. Jing-Bin Chiang, and issue 4,888,092 Class B Ordinary Shares to New Moon and 1,209,091 Class B Ordinary Shares to Mr. Chiang.
  
  

The Company plans to file the Fifth Restated M&A with the Registrar of Companies of the Cayman Islands on December 10, 2025, and expects that the re-classified Class A Ordinary Shares to commence trading on Nasdaq on or around December 11, 2025.

About J-Star Holding Co., Ltd.

J-Star (NASDAQ: YMAT) is a holding company with operations conducted through subsidiaries in Taiwan, Hong Kong, and Samoa with its headquarters in Taiwan. J-Star’s predecessor group was established in 1970, and has accumulated over 50 years of know-how in material composites industry. J-Star develops and commercializes the technology on carbon reinforcement and resin systems. With decades of experience and knowledge in composites and materials, J-Star is able to apply its expertise and technology to design and manufacture a great variety of lightweight, high-performance carbon composite products, ranging from key structural parts of electric bicycles and sports bicycles, rackets, automobile parts to healthcare products. Visit j-starholding.com and ymaunivers.com to learn more.

Forward Looking-Statements

Certain statements contained in this press release about future expectations, plans and prospects, as well as any other statements regarding matters that are not historical facts, may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements relating to the expected trading commencement and closing dates. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including: the uncertainties related to market conditions and other factors discussed in the “Risk Factors” section of the final prospectus filed with the SEC. For these reasons, among others, investors are cautioned not to place undue reliance upon any forward-looking statements in this press release. Any forward-looking statements contained in this press release speak only as of the date hereof, and J-Star specifically disclaims any obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law.

Contact:
Matt Chesler, CFA
FNK IR
646-809-2183
investor@j-starholding.com

FAQ

What did J-Star (YMAT) shareholders approve on December 9, 2025?

Shareholders approved a share capital reorganisation, a dual-class structure and an increase of authorized capital to US$65,000,000.

How many votes does each J-Star Class B Ordinary Share carry under the new structure?

Each Class B Ordinary Share is entitled to ten (10) votes per share.

Which shares will J-Star repurchase and reissue after the reorganisation?

The company will repurchase 4,888,092 Class A shares from New Moon Corporation and 1,209,091 Class A shares from Mr. Jing-Bin Chiang, then issue equivalent Class B shares.

When will J-Star file the amended memorandum and when will reclassified shares trade on Nasdaq?

The Fifth Restated M&A is planned to be filed on December 10, 2025, and reclassified Class A shares are expected to trade on or around December 11, 2025.

How many total Class B Ordinary Shares will exist after the authorized capital increase?

Authorized Class B Ordinary Shares will total 100,000,000 after the increase.

How many Class A Ordinary Shares will be authorized after the reorganisation?

Authorized Class A Ordinary Shares will total 30,000,000 following the increase.