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Canaan (CAN) CEO’s trust-linked holdings control 34.5% voting power

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Form Type
SCHEDULE 13G/A

Rhea-AI Filing Summary

Canaan Inc. received an updated ownership report from its founder and CEO, Nangeng Zhang, and affiliated entity Flueqel Ltd. as of December 31, 2025. Zhang is reported to beneficially own 576,066,269 ordinary shares on an as-converted basis, representing 5.8% of the outstanding ordinary shares when Class A and Class B are counted as a single class.

This stake includes 311,624,444 Class B ordinary shares held by Flueqel Ltd., each convertible into one Class A share, plus 264,441,825 Class A ordinary shares. Because Zhang is the beneficiary of the trust that indirectly owns Flueqel, he may be deemed to beneficially own the Class B shares held by Flueqel.

The filing highlights Canaan’s dual‑class structure: each Class A share has one vote, while each Class B share has 15 votes, voting together as a single class. On this basis, shares beneficially owned by Zhang represent 34.5% of total voting power, and the Class B shares held through Flueqel alone account for 32.7% of total voting power. This structure gives Zhang substantial control relative to his economic ownership.

Positive

  • None.

Negative

  • None.





Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)






SCHEDULE 13G




Comment for Type of Reporting Person: (1) Represent (a) 311,624,444 Class B ordinary shares held by Flueqel Ltd., each of which is convertible into one Class A ordinary share by Flueqel at any time, and (b) 264,441,825 Class A ordinary shares. Flueqel Ltd. is indirectly wholly owned by a trust of which Nangeng Zhang is the beneficiary. Accordingly, Nangeng Zhang may thereby be deemed to beneficially own the 311,624,444 Class B ordinary shares owned by Flueqel Ltd. (2) The percentage of the class of securities beneficially owned by each reporting person is calculated based on 9,939,193,337 issued and outstanding ordinary shares as a single class, being the sum of 9,627,568,893 Class A ordinary shares of the Issuer issued and outstanding and 311,624,444 Class B ordinary shares beneficially owned by the reporting person as of December 31, 2025, assuming conversion of all Class B ordinary shares into Class A ordinary shares. (3) The voting power of the shares beneficially owned by Mr. Nangeng Zhang represents 34.5% of the total voting power. The percentage of voting power is calculated by dividing the voting power beneficially owned by such person or group by the voting power of all of Class A ordinary shares of the Issuer issued and outstanding and Class B ordinary shares beneficially owned by the reporting person as of December 31, 2025. In respect of all matters subject to a shareholders' vote, each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to 15 votes, voting together as one class. Each Class B ordinary share is convertible into one Class A ordinary share at any time by the holder thereof. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.


SCHEDULE 13G




Comment for Type of Reporting Person: (1) Represents 311,624,444 shares held by Flueqel Ltd. (2) The percentage of the class of securities beneficially owned by each reporting person is calculated based on 9,939,193,337 ordinary shares as a single class, being the sum of 9,627,568,893 Class A ordinary shares of the Issuer issued and outstanding and 311,624,444 Class B ordinary shares beneficially owned by the reporting person as of December 31, 2025, assuming conversion of all Class B ordinary shares into Class A ordinary shares. (3) The voting power of the shares beneficially owned by Flueqel Ltd., represent 32.7% of the total voting power. The percentage of voting power is calculated by dividing the voting power beneficially owned by such person or group by the voting power of all of Class A ordinary shares of the Issuer issued and outstanding and Class B ordinary shares beneficially owned by the reporting person as of December 31, 2025. In respect of all matters subject to a shareholders' vote, each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to 15 votes, voting together as one class. Each Class B ordinary share is convertible into one Class A ordinary share at any time by the holder thereof. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.


SCHEDULE 13G



Zhang Nangeng
Signature:/s/ Nangeng Zhang
Name/Title:Nangeng Zhang
Date:02/13/2026
Flueqel Ltd.
Signature:/s/ Nangeng Zhang
Name/Title:Nangeng Zhang/Authorized Signatory
Date:02/13/2026
Exhibit Information

99.1 Joint Filing Agreement

FAQ

What ownership stake does Nangeng Zhang report in Canaan Inc. (CAN)?

Nangeng Zhang reports beneficial ownership of 576,066,269 ordinary shares, equal to 5.8% of Canaan’s ordinary shares on an as-converted basis. This combines Class A shares held directly with Class B shares held through Flueqel Ltd., a trust-owned entity.

How much of Canaan Inc. (CAN) does Flueqel Ltd. beneficially own?

Flueqel Ltd. reports beneficial ownership of 311,624,444 Class B ordinary shares, representing 3.1% of Canaan’s ordinary shares on an as-converted basis. These Class B shares are indirectly owned through a trust of which Nangeng Zhang is the beneficiary.

What voting power does Nangeng Zhang hold at Canaan Inc. (CAN)?

Shares beneficially owned by Nangeng Zhang represent 34.5% of Canaan’s total voting power. This reflects the company’s dual-class structure, where Class B ordinary shares carry 15 votes each compared with one vote per Class A ordinary share.

How does the dual-class share structure work at Canaan Inc. (CAN)?

Canaan’s capital structure includes Class A and Class B ordinary shares. Each Class A share has one vote, while each Class B share has 15 votes. Class B shares can convert into Class A shares one-for-one, but Class A shares cannot convert into Class B shares.

What share counts were used to calculate ownership percentages for Canaan Inc. (CAN)?

Ownership percentages are based on 9,939,193,337 ordinary shares treated as a single class. This total includes 9,627,568,893 Class A ordinary shares outstanding plus 311,624,444 Class B ordinary shares beneficially owned by the reporting persons, assuming full conversion into Class A.

Why is Flueqel Ltd. included in the Canaan Inc. (CAN) Schedule 13G/A filing?

Flueqel Ltd. is included because it holds 311,624,444 Class B ordinary shares of Canaan. It is indirectly wholly owned by a trust for which Nangeng Zhang is the beneficiary, so he may be deemed to beneficially own the shares held by Flueqel.
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