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Digital Currency X (DCX) cuts par value, expands share authorisation and consolidation power

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(Neutral)
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(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

Digital Currency X Technology Inc. held an extraordinary general meeting where shareholders approved a comprehensive restructuring of its share capital. The par value of each issued class A and class B ordinary share is being reduced from US$3.6 to US$0.0001, with the resulting credit moved into a distributable reserve that the board may use in accordance with Cayman Islands law, including offsetting accumulated losses.

Following this reduction, authorised but unissued shares will be subdivided so that the company’s authorised share capital changes from US$3,000,000,000 (833,333,333.33̅ shares at US$3.6) to US$83,333.33̅ (833,333,333.33̅ shares at US$0.0001), and then increased to US$300,000 divided into 3,000,000,000 shares at US$0.0001. Shareholders also approved a Fifth Amended and Restated Memorandum and Articles and expanded the board’s authority to conduct one or more share consolidations, with an aggregate consolidation ratio of up to 4000:1 over three years.

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Insights

Digital Currency X reshapes share capital, adding flexibility without immediate issuance.

Digital Currency X Technology Inc. obtained shareholder approval to cut the par value of its ordinary shares from US$3.6 to US$0.0001 and transfer the resulting capital surplus into a distributable reserve. This is an accounting and legal restructuring under Cayman Islands law rather than a direct change to ownership percentages.

The company is also repositioning its authorised capital. It moves from US$3,000,000,000 (833,333,333.33̅ shares at US$3.6) to US$300,000 divided into 3,000,000,000 shares at US$0.0001. This significantly increases the number of shares the company may issue in the future while keeping total authorised par value modest.

Shareholders further approved a Fifth Amended and Restated Memorandum and Articles and broadened the board’s ability to implement one or more share consolidations, up to an aggregate 4000:1 ratio over three years. The actual impact on investors will depend on whether and how the board uses this authorisation in subsequent actions and filings.

Par value reduction US$3.6 to US$0.0001 per share Class A and B issued ordinary shares
Original authorised capital US$3,000,000,000 833,333,333.33̅ shares at US$3.6 par value
Intermediate authorised capital US$83,333.33̅ 833,333,333.33̅ shares at US$0.0001 par value
Final authorised capital US$300,000 3,000,000,000 shares at US$0.0001 par value
New authorised A shares 2,994,600,000 shares Class A ordinary shares at US$0.0001 par value
New authorised B shares 5,400,000 shares Class B ordinary shares at US$0.0001 par value
Maximum consolidation ratio 4000:1 Aggregate share consolidation authorisation over three years
Prior consolidation ratio 12:1 Share consolidation implemented on 24 December 2025
Share Capital Reduction and Reorganization financial
"subject to all requirements prescribed by sections 14, 14A and 14B of the Companies Act... (together, the “Share Capital Reduction and Reorganization”)"
Share Sub-Division financial
"each authorised but unissued class A ordinary share... be subdivided into 36,000 class A ordinary shares... (the “Share Sub-Division”)"
A share sub-division (often called a stock split) is when a company increases the number of its outstanding shares by dividing each existing share into multiple smaller ones, lowering the price per share while keeping the total value of an investor’s holdings the same. Think of cutting a pizza into more slices: you have more pieces but the pizza is unchanged. It matters because lower per-share prices can make trading easier, boost liquidity and investor demand, and change metrics like shares outstanding used in valuations.
Share Capital Increase financial
"to consider and approve as an ordinary resolution... by the creation of... class A ordinary shares... and... class B ordinary shares... (the “Share Capital Increase”)"
Share Consolidations financial
"the accumulative consolidation ratio for all such share consolidation(s) (altogether, the “Share Consolidations” and each, a “Share Consolidation”)"
Fifth Amended and Restated Memorandum and Articles of Association regulatory
"the substitution in their place of the fifth amended and restated memorandum and articles of association of the Company (the “Fifth Amended and Restated M&AA”)"
Companies Act (Revised) of the Cayman Islands regulatory
"subject to all requirements prescribed by sections 14, 14A and 14B of the Companies Act (Revised) of the Cayman Islands"

 

 

 

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

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of May 2026

 

Commission File Number: 001-41712

 

 

 

Digital Currency X Technology Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Room 1101, 11/F., Capital Centre, 151 Gloucester Road, Wanchai, Hong Kong

(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 ☐

 

 

 

 

 

 

EXTRAORDINARY GENERAL MEETING OF DIGITAL CURRENCY X TECHNOLOGY INC.

 

The extraordinary general meeting of shareholders (the “EGM”) of Digital Currency X Technology Inc. (the “Company”) was held on May 13, 2026, at 10:00 A.M., Hong Kong Time (10 P.M. Eastern Time on May 12, 2026), at 2206-19 Jardine House, 1 Connaught Place, Hong Kong and via Zoom (Meeting ID: 923 9027 5290; Passcode: 625564).

 

At the EGM, the Company’s shareholders approved: (1) proposal one: to consider and approve as a special resolution that, subject to all requirements prescribed by sections 14, 14A and 14B of the Companies Act (Revised) of the Cayman Islands (the “Companies Act”) relating to share capital reductions being complied with (together, the “Share Capital Reduction and Reorganization”): (i) the par value of each issued class A ordinary share of a par value of US$3.6 and each issued class B ordinary shares of a par value of US$3.6 in the share capital of the Company be reduced to US$0.0001 by cancelling US$3.5999 of the paid-up capital on each issued class A ordinary share of a par value of US$3.6 and each issued class B ordinary share of a par value of US$3.6 (the “Share Capital Reduction”); (ii) following the Share Capital Reduction, the amount deemed to be paid up on each issued share of the Company shall be US$0.0001; (iii) the credit arising from the Share Capital Reduction be transferred to a distributable reserve account of the Company which may be utilised by the Company as the Board may deem fit and as permitted under the Companies Act, the fourth amended and restated memorandum and articles of association of the Company currently in effect (the “Existing M&A”) and all relevant applicable laws, including, without limitation, eliminating or setting off any accumulated losses of the Company (if any) from time to time; (iv) immediately following the Share Capital Reduction: a. each authorised but unissued class A ordinary share of a par value of US$3.6 be subdivided into 36,000 class A ordinary shares of a par value of US$0.0001 each; and b. each authorised but unissued class B ordinary share of a par value of US$3.6 be subdivided into 36,000 class B ordinary shares of a par value of US$0.0001 each.(the “Share Sub-Division”); (v) immediately following the Share Sub-Division, the authorised share capital of the Company be altered by the cancellation of such number of excess authorised but unissued class A ordinary shares of a par value of US$0.0001 each and authorised but unissued class B ordinary shares of a par value of US$0.0001 each as will result in the Company having authorised share capital of US$83,333.33̅ divided into 833,333,333.33̅ shares of a par value of US$0.0001 each, comprising (a) 831,833,333.33̅ class A ordinary shares of a par value of US$0.0001 each and (b) 1,500,000 class B ordinary shares of a par value of US$0.0001 each (the “Cancellation”); and (vi) immediately following the Share Capital Reduction, the Share Sub-Division and the Cancellation, the authorised share capital of the Company shall be changed, from US$3,000,000,000 divided into 833,333,333.33̅ shares of a par value of US$3.6 each, comprising (a) 831,833,333.33̅ class A ordinary shares of a par value of US$3.6 each and (b) 1,500,000 class B ordinary shares of a par value of US$3.6 each, to US$83,333.33̅ divided into 833,333,333.33̅ shares of a par value of US$0.0001 each, comprising (a) 831,833,333.33̅ class A ordinary shares of a par value of US$0.0001 each and (b) 1,500,000 class B ordinary shares of a par value of US$0.0001 each; (2) proposal two: to consider and approve as an ordinary resolution that, immediately following the Share Capital Reduction and Reorganization becoming effective, the authorised share capital of the Company be increased from US$83,333.33̅ divided into 833,333,333.33̅ shares of a par value of US$0.0001 each, comprising (a) 831,833,333.33̅ class A ordinary shares of a par value of US$0.0001 each and (b) 1,500,000 class B ordinary shares of a par value of US$0.0001 each, to US$300,000 divided into 3,000,000,000 shares of a par value of US$0.0001 each, comprising (a) 2,994,600,000 class A ordinary shares of a par value of US$0.0001 each and (b) 5,400,000 class B ordinary shares of a par value of US$0.0001 each, by the creation of (i) 2,162,766,666.66̅ class A ordinary shares of a par value of US$0.0001 each, and (ii) 3,900,000 class B ordinary shares of a par value of US$0.0001 each (the “Share Capital Increase”); (3) proposal three: subject to the approval by the shareholders of the Share Capital Reduction and Reorganization and the Share Capital Increase, to consider and approve as a special resolution to amend and restate the existing fourth amended and restated memorandum and articles of association of the Company by the deletion in their entirety and the substitution in their place of the fifth amended and restated memorandum and articles of association of the Company (the “Fifth Amended and Restated M&AA”) included in Exhibit 3.1 to the Form 6-K filed by the Company with the U. S. Securities and Exchange Commission on April 21, 2026, which incorporate amendments including but not limited to the Share Capital Reduction and Reorganization and the Share Capital Increase, and effective upon the Share Capital Reduction and Reorganization and the Share Capital Increase, and to authorize Board to do all other acts and things as the Board considers necessary or desirable in connection with the adoption of the Fifth Amended and Restated M&AA, including without limitation, instructing the Company’s registered office provider to attend to all necessary filings with the Registrar of Companies in the Cayman Islands; and (4) proposal four: It is noted that, at the extraordinary general meeting of shareholders of the Company held on 22 December 2025 (the “Prior EGM”), the shareholders approved and authorised the Board, at its absolute and sole discretion, implement one or more share consolidation(s) of the ordinary shares of the Company, and determine the exact consolidation ratio and effective date of such share consolidation during a period of two years of the date of the Prior EGM, provided that the accumulative consolidation ratio for all such share consolidation(s) shall not be more than 3000:1, and on 24 December 2025, the Board implemented a share consolidation with the exact ratio as twelve (12)-for-one (1) whereby every twelve (12) class A ordinary shares of a par value of US$0.3 each be consolidated into one (1) class A ordinary share of a par value of US$3.6 of the Company and every twelve (12) class B ordinary shares of a par value of US$0.3 each be consolidated into one (1) class B ordinary share of a par value of US$3.6 of the Company. To consider and approve as an ordinary resolution to further expand the authorisation granted to the Board in relation to share consolidation(s), and in particular: (i) to implement one or more share consolidation(s) of ordinary shares, whereby all the issued and outstanding and unissued ordinary shares in the authorised share capital of the Company be consolidated, at any one time or multiple times during a period of up to three years of the date of the Meeting, at the exact consolidation ratio and effective time as the Board may determine from time to time in its absolute discretion, provided that the accumulative consolidation ratio for all such share consolidation(s) (altogether, the “Share Consolidations” and each, a “Share Consolidation”) shall not be more than 4000:1; (ii) to authorise the Board, at its absolute and sole discretion, to either (a) implement one or more Share Consolidation(s), and determine the exact consolidation ratio and effective date of such Share Consolidation during a period of three years of the date of the Meeting; or (b) elect not to implement any Share Consolidation(s) during a period of three years of the date of the Meeting; (iii) to authorise the Board to settle as the Board considers expedient any difficulty which arises in relation to the Share Consolidation(s) so that no fractional shares be issued in connection with the Share Consolidation(s) and all fractional shares resulting from the Share Consolidation(s) will be rounded up to the whole number of shares; and (iv) if and when deemed advisable by the Board in its sole discretion, to authorise any director or officer of the Company, for and on behalf of the Company, to instruct the registered office provider or transfer agent of the Company to complete the necessary corporate record(s) and make necessary filing(s) to reflect the Share Consolidation(s) and to do all such other acts and things and execute all such documents necessary or desirable to implement Share Consolidation(s).

 

A copy of the Company’s Fifth Amended and Restated M&AA is attached as Exhibit 3.1 to this Form 6-K.

 

This report on Form 6-K and the attached exhibit are incorporated by reference into the Company’s registration statement on Form F-3 (File No. 333-281314), as amended, and into each prospectus outstanding under the foregoing 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.

 

Exhibits Index

 

Exhibit No.   Description
3.1   Fifth Amended and Restated Memorandum and Articles of Association

 

 

 

 

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: May 14, 2026

 

  Digital Currency X Technology Inc.
     
  By: /s/ Melissa Chen
  Name: Melissa Chen
  Title: Chief Executive Officer

 

 

 

 

FAQ

What did Digital Currency X (DCX) shareholders approve at the May 2026 extraordinary general meeting?

Shareholders approved a multi-step share capital reorganisation, a share capital increase, adoption of a Fifth Amended and Restated Memorandum and Articles, and expanded board authority to implement future share consolidations with an aggregate ratio of up to 4000:1 over three years.

How is Digital Currency X (DCX) changing the par value of its shares?

The company is reducing the par value of each issued class A and class B ordinary share from US$3.6 to US$0.0001. The US$3.5999 per share reduction will be credited to a distributable reserve that may be used as permitted by Cayman Islands law and the company’s governing documents.

What is the new authorised share capital of Digital Currency X (DCX) after the changes?

After the share capital reduction and subsequent increase, the authorised share capital will be US$300,000 divided into 3,000,000,000 ordinary shares of US$0.0001 par value each, comprising 2,994,600,000 class A shares and 5,400,000 class B shares, if implemented as approved.

What are the new powers the Digital Currency X (DCX) board has for share consolidations?

Shareholders authorised the board, in its sole discretion, to implement one or more share consolidations over three years, with an aggregate consolidation ratio not exceeding 4000:1. The board may also choose not to implement any consolidations during that period.

Did Digital Currency X (DCX) adopt new governing documents in this Form 6-K?

Yes. Shareholders approved replacing the existing fourth amended and restated memorandum and articles with a Fifth Amended and Restated Memorandum and Articles, which incorporate the share capital reduction, reorganisation, and increase, effective upon those changes becoming effective under Cayman Islands requirements.

How does this Form 6-K relate to Digital Currency X (DCX) registration statements?

The report states that the Form 6-K and its Fifth Amended and Restated Memorandum and Articles exhibit are incorporated by reference into Digital Currency X’s registration statement on Form F-3 (File No. 333-281314) and related prospectuses, unless later filings supersede them.

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