Biddance AI Systems completes Ju Fu acquisition

Up to US$3,000,000 in additional deferred cash consideration may become payable after Ju Fu and its subsidiaries achieve specified performance targets.

Available on EDGAR 10/30/2026 - 09:00 AM EDT Accepted by SEC EDGAR 10/30/2026 - 09:00 AM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Biddance AI Systems, Inc. (BDAI) completed the second closing of its acquisition of Ju Fu Limited on October 29, 2026, completing the transfer of all issued and outstanding Ju Fu shares and making Ju Fu a wholly owned subsidiary. The acquisition was agreed with MAI THI MY UT, the seller. Through its wholly owned subsidiaries, Fourth Coco Technology Limited and Beijing Fourth Coco Technology Co., Ltd., Ju Fu conducts advertising and digital marketing under the Beijing Fourth Coco brand. The acquisition was structured in two tranches; the first closing was completed in August 2026.

At the second closing, BDAI paid US$5,000,000 in cash and issued 4,000,000 Class A ordinary shares to the seller’s designees as consideration. Those shares are subject to lock-up, leak-out, sale-proceeds limitation, carry-forward, forfeiture, surrender and cancellation provisions.

Filing Explained

The filing also discloses up to US$3,000,000 in deferred cash consideration that may become payable after closing if Ju Fu and its subsidiaries meet specified performance targets; this is a possible additional payment, not cash reported as paid at closing.

Key Figures

Second-closing cash payment: US$5,000,000 Class A ordinary shares issued: 4,000,000 shares Additional deferred cash consideration: Up to US$3,000,000 +1 more

4 metrics

Second-closing cash payment US$5,000,000 Paid at the second closing on October 29, 2026

Class A ordinary shares issued 4,000,000 shares Issued to the seller’s designees as second-closing consideration

Additional deferred cash consideration Up to US$3,000,000 May become payable following the second closing, subject to specified performance targets

Acquisition closing structure 2 tranches The first closing was completed in August 2026

Key Terms

deferred cash consideration, lock-up, leak-out, sale-proceeds limitation

4 terms

deferred cash consideration financial

"Up to US$3,000,000 of additional deferred cash consideration"

Cash that is agreed as part of a merger, acquisition, or sale but is paid at a later date rather than at closing, often subject to conditions such as performance targets, regulatory approvals, or other milestones. It shifts some payment risk into the future, like agreeing to pay the rest of a price only if the product hits sales goals. For investors, it affects expected cash flows, reported liabilities, and how certain the deal’s value really is.

lock-up financial

"subject to certain applicable lock-up"

A lock-up is an agreement that prevents company insiders, early investors or employees from selling their shares for a set period after a public share offering. It matters to investors because it temporarily limits the number of shares available to trade—like a scheduled hold on extra inventory—and when that hold ends a large number of shares can enter the market, potentially putting downward pressure on the stock price and revealing insiders’ confidence in the company.

leak-out financial

"lock-up, leak-out, sale-proceeds limitation"

Leak-out is the unauthorized or early disclosure of confidential company information to the public or select market participants before an official announcement. It matters to investors because unexpected or partial information can move a stock’s price, create uncertainty about the reliability of the company’s communications, and raise regulatory or insider-trading concerns—like hearing a rumor that shifts people’s buying decisions before the full story is told.

sale-proceeds limitation financial

"leak-out, sale-proceeds limitation, carry-forward"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What consideration did BDAI provide at the second closing?

At the October 29, 2026 second closing, BDAI paid US$5,000,000 in cash and issued 4,000,000 Class A ordinary shares to the seller’s designees as consideration. The shares are subject to lock-up, leak-out, sale-proceeds limitation, carry-forward, forfeiture, surrender and cancellation provisions.

What business did BDAI acquire through Ju Fu?

Ju Fu conducts advertising and digital marketing through its wholly owned subsidiaries, Fourth Coco Technology Limited and Beijing Fourth Coco Technology Co., Ltd., under the Beijing Fourth Coco brand. After the second closing, Ju Fu became a wholly owned BDAI subsidiary.

Can BDAI owe additional consideration for the Ju Fu acquisition?

Up to US$3,000,000 in additional deferred cash consideration may become payable following the second closing, subject to Ju Fu and its subsidiaries achieving specified performance targets.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 6-K: How Foreign Companies Report to the SEC →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 OF THE

SECURITIES EXCHANGE ACT OF 1934

For the month of October 2026

Commission File Number 001-39339

Biddance AI Systems, Inc.

(Translation of registrant’s name into English)

Unit 304, No. 30 Guanri Road, Siming District

Xiamen City, Fujian Province, People’s Republic of China

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F ☒ Form 40-F ☐

INCORPORATION BY REFERENCE

This report on Form 6-K (“Report”) shall be deemed to be incorporated by reference into: (i) the registration statement on Form F-3, as amended (File No. 333-279459); (ii) the registration statement on Form F-3 (File No. 333-281723) of the Company; (iii) the registration statement on Form S-8 (File No. 333-289245) of the Company, each filed with the U.S. Securities and Exchange Commission on, respectively, May 16, 2024, August 22, 2024, and August 5, 2025 (collectively, and as amended from time to time, the “Registration Statements”), and into each prospectus or prospectus supplement outstanding under the Registration Statements, to the extent not superseded by documents or reports subsequently filed or furnished by the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended. 

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Completion of Acquisition

As previously disclosed in the Company’s Report of Foreign Private Issuer on Form 6-K furnished to the U.S. Securities and Exchange Commission on August 6, 2026, on August 3, 2026, the Company entered into a Share Purchase Agreement (the “SPA”) with MAI THI MY UT (the “Seller”), Ju Fu Limited, Fourth Coco Technology Limited and Beijing Fourth Coco Technology Co., Ltd. (北京四个椰子信息技术有限公司), pursuant to which the Company agreed to acquire from the Seller all of the issued and outstanding shares of Ju Fu Limited, a business company incorporated in the British Virgin Islands (“Ju Fu”) (such transaction, the “Acquisition”). Ju Fu, through its wholly owned subsidiaries, Fourth Coco Technology Limited and Beijing Fourth Coco Technology Co., Ltd., is engaged in the advertising and digital marketing business conducted under the brand of “Beijing Fourth Coco” (四个椰子).

The Acquisition was structured to close in two tranches. The first closing (the “First Closing”) was completed in August 2026. On October 29, 2026, the Company completed the second closing (the “Second Closing”) of the Acquisition. In connection with the Second Closing, the Company made the second closing cash payment of US$5,000,000 and issued 4,000,000 Class A ordinary shares of the Company to the Seller’s designees as consideration, which are subject to certain applicable lock-up, leak-out, sale-proceeds limitation, carry-forward, forfeiture, surrender and cancellation provisions set forth therein. Upon completion of the Second Closing, the transfer of all issued and outstanding shares of Ju Fu to the Company was completed, and Ju Fu became a wholly owned subsidiary of the Company.

Under the SPA, up to US$3,000,000 of additional deferred cash consideration may become payable following the Second Closing, subject to the achievement of specified performance targets of Ju Fu and its subsidiaries.

The foregoing description of the SPA and the Acquisition does not purport to be complete and is qualified in its entirety by reference to the full text of the SPA, which was previously furnished as Exhibit 10.1 to the Company’s Report of Foreign Private Issuer on Form 6-K furnished to the U.S. Securities and Exchange Commission on August 6, 2026 and is incorporated herein by reference.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: October 30, 2026

	Biddance AI Systems, Inc.
	By:	/s/ Xiaoyang Huang
		Xiaoyang Huang
		Chief Executive Officer (Principal Executive Officer)

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