Decent Holding (NASDAQ: DXST) approves share consolidation and M&A changes

Rhea-AI Filing Summary

Decent Holding Inc. reported results of an extraordinary general meeting where shareholders approved several key proposals. Holders of 11,524,862.54 Class A ordinary shares and 5,000,000 Class B ordinary shares were present, representing about 36.42% of the total 40,377,562 Class A and 5,000,000 Class B shares outstanding and approximately 79.45% of the aggregate voting power as of January 27, 2026, so a quorum was reached.

Shareholders passed an ordinary resolution authorizing one or more share consolidations of Class A and Class B ordinary shares at ratios between 5-for-1 and 50-for-1, subject to any required Nasdaq approval, and empowered the board to implement and administer these consolidations, including rounding up fractional shares. They also approved a special resolution to adopt amended and restated memorandum and articles of association to update share capital and par value descriptions following any consolidation, and an ordinary resolution permitting adjournment of the meeting if needed to solicit additional proxies.

Insights

Equity structure and governance analyst

Shareholders authorized flexible share consolidation and related charter changes.

The meeting secured a quorum with around 79.45% of aggregate voting power represented, giving legitimacy to the decisions. Shareholders approved a broad range for potential share consolidations, from 5-for-1 to 50-for-1, covering both Class A and Class B ordinary shares.

The board received discretion to choose the exact consolidation ratio, set effective dates, and handle fractional shares by rounding up to whole shares. A related special resolution updates the memorandum and articles of association to align share capital and par value descriptions with any consolidation, and authorizes filings in the Cayman Islands.

The resolutions are subject to any required Nasdaq approval, and the board’s future choices on whether and when to implement a specific consolidation ratio will determine the practical impact on the share count and trading dynamics. Subsequent company communications and filings would provide those implementation details.

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 February 2026

Commission File Number: 001-42482

DECENT HOLDING INC.

(Translation of registrant’s name into English)

4th Floor & 5th Floor North Zone, Dingxin Building

No. 106 Aokema Avenue,

Laishan District, Yantai, Shandong Province

People’s Republic of China 264003

(Address of principal executive office)

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 Shareholders

On February 23, 2026, at 10:00 am Beijing Time (February 22, 2026, at 9:00 pm Eastern Time), Decent Holding Inc. (the “Company”) held an extraordinary general meeting of shareholders (the “Meeting”) at the principal executive offices of the Company located at 4th Floor & 5th Floor North Zone, Dingxin Building, No. 106 Aokema Avenue, Laishan District, Yantai, Shandong Province, People’s Republic of China 264003. Holders of 11,524,862.54 Class A ordinary shares and 5,000,000 Class B ordinary shares of the Company were present in person or by proxy at the Meeting, representing approximately 36.42% of the total 40,377,562 Class A ordinary shares and 5,000,000 Class B ordinary shares outstanding, and approximately 79.45% of the aggregate voting power of shares voted, as of the record date of January 27, 2026, therefore constituting a quorum of the ordinary shares outstanding and entitled to vote at the Meeting as of the record date. All matters voted on at the Meeting were approved as recommended by the Board of Directors of the Company and were approved at the Annual Meeting. The final voting results for each matter submitted to a vote of shareholders at the meeting are as follows:

			For			Against			Abstain
Proposal One:	By an ordinary resolution, to approve:
	(a) one or more share consolidations of the Company’s issued and unissued Class A ordinary shares of par value of US$0.00001 each (the “Class A Ordinary Shares”) and Class B ordinary shares of par value of US$0.00001 each (the “Class B Ordinary Shares”, and together with the Class A Ordinary Shares, the “Ordinary Shares”) at a ratio of not less than five (5)-for-one (1) and not more than fifty (50)-for-one (1), subject to receipt of any required Nasdaq approval(s), with the exact ratio within such range to be determined by the board of directors of the Company (the “Board”), provided that no fractional shares shall arise from the share consolidations (each a “Share Consolidation” and collectively, the “Share Consolidations”); (b) the authorization of the Board, in its sole and absolute discretion, to implement one or more Share Consolidations, determine the effective date of any Share Consolidation, round up any fractional shares resulting from the Share Consolidations to the nearest whole Class A Ordinary Share or Class B Ordinary Share, instruct the registered office provider or transfer agent of the Company to complete the necessary corporate records and filings to reflect the Share Consolidations, and do all other acts and things as the Board considers necessary or desirable for the purposes of giving effect to the foregoing.			110,749,440.12			223,823.74			79,334.67
Proposal Two:	By a special resolution, subject to and conditional upon the passing of Proposal One: (1)  To amend and restate the currently effective memorandum and articles of association of the Company (the “Existing M&A”) by their deletion in their entirety and the substitution in their place with an amended and restated memorandum and articles of association (the “Post-Consolidation A&R M&A”), being in the form of the Existing M&A, with amendments to the share capital and par value descriptions; and (2)  To authorize the Company’s registered office provider or other duly authorized representative to file these resolutions, the Board resolutions in relation to such Share Consolidation and the Post- Consolidation A&R M&A with the registrar of Companies in the Cayman Islands accordingly and authorize the Board to take all further actions and execute all further documents as may be necessary or advisable to carry our the intent of these resolutions.” (the “Adoption of the Post-Consolidation A&R M&A Proposal”)			110,744,226.31			220,850.23			87,522.00
Proposal Three:	By an ordinary resolution to adjourn the Meeting for any purpose, including to solicit additional proxies if there are insufficient votes at the time of the Meeting to approve the proposals described above.			111,198,370.31			237,377.23			89,115.00

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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: February 24, 2026	Decent Holding Inc.
	By:	/s/ Haicheng Xu
	Name:	Haicheng Xu
	Title:	Chief Executive Officer

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FAQ

What did Decent Holding Inc. (DXST) shareholders approve at the extraordinary general meeting?

Shareholders approved one or more share consolidations for Class A and Class B ordinary shares, amendments to the memorandum and articles of association reflecting those changes, and an ordinary resolution allowing adjournment of the meeting to solicit additional proxies if necessary.

What share consolidation range did Decent Holding Inc. (DXST) authorize?

Shareholders authorized one or more share consolidations of Class A and Class B ordinary shares at ratios between five-for-one and fifty-for-one, with the exact ratio to be determined by the board and subject to any required Nasdaq approvals before implementation.

How many Decent Holding Inc. (DXST) shares were represented at the meeting and was there a quorum?

Holders of 11,524,862.54 Class A ordinary shares and 5,000,000 Class B ordinary shares were present, representing about 36.42% of outstanding ordinary shares and approximately 79.45% of aggregate voting power, which constituted a valid quorum for the meeting.

What changes to Decent Holding Inc. (DXST) governing documents were approved?

Shareholders approved a special resolution to delete the existing memorandum and articles of association and adopt an amended and restated version with updated share capital and par value descriptions, aligned with any share consolidations the board decides to implement under the authorized range.

What authority did the Decent Holding Inc. (DXST) board receive regarding share consolidations?

The board was authorized to implement one or more share consolidations, choose the effective date, round up any fractional shares to the nearest whole share, and instruct service providers to complete corporate records and filings needed to give full effect to these consolidations.

Was the Decent Holding Inc. (DXST) adjournment proposal approved at the meeting?

Yes, shareholders approved an ordinary resolution permitting adjournment of the meeting for any purpose, including to solicit additional proxies if there were insufficient votes at the time to approve the primary proposals described for consideration.