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  4. [SC TO-I/A] High Templar Tech Ltd Amended Issuer Tender Offer

High Templar Tech (HTT) tender offer to buy 39M ADSs at $2.80–$3.20

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(Neutral)
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Form Type
SC TO-I/A

Rhea-AI Filing Summary

High Templar Tech Limited amended its Schedule TO to report preliminary results for its previously announced tender offer to purchase up to 39,000,000 American Depositary Shares at a price of not less than $2.80 and not greater than $3.20 per ADS. The offer expired at 5:00 P.M., New York City time, on June 24, 2026, and the company filed a press release dated June 25, 2026 announcing preliminary results. This amendment supplements the original Schedule TO and attaches the June 25 press release as an exhibit.

Positive

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Insights

Tender offer reported; preliminary results disclosed in a June 25 press release.

The filing amends the Schedule TO to add that a press release announcing preliminary results of the tender offer (which expired June 24, 2026) is attached as an exhibit. The tender permitted purchases of up to 39,000,000 ADSs at a disclosed price range of $2.80–$3.20 per ADS.

Cash‑flow treatment and detailed results (acceptances, total ADSs validly tendered, or net purchases) are presented in the referenced press release; timing and exact cash amounts are found in that exhibit rather than this amendment.

Maximum ADSs sought 39,000,000 ADSs offer to purchase (May 26, 2026)
Price range $2.80–$3.20 per ADS Offer to Purchase price range
Offer expiration June 24, 2026 (5:00 P.M. NYC time) Tender Offer expiration
Preliminary results announced June 25, 2026 Press release filed as Exhibit (a)(5)(B)
Tender Offer financial
"offers by the Company to purchase for cash up to 39 million American Depositary Shares"
A tender offer is a proposal made by a person or company to buy shares from existing shareholders at a set price, usually higher than the current market value, within a specific time frame. It matters to investors because it can lead to a change in ownership or control of a company, and shareholders must decide whether to sell their shares at the offered price.
Offer to Purchase regulatory
"the Offer to Purchase, dated May 26, 2026, a copy of which was filed as Exhibit (a)(1)(A)"
An offer to purchase is a formal proposal from one party to buy a specific amount of shares or assets from another party at a set price. It matters to investors because it signals interest in acquiring ownership and can influence the value or control of a company. Think of it as someone putting forward a clear, serious offer to buy something they find valuable.
Letter of Transmittal regulatory
"the related Letter of Transmittal, a copy of which was filed as Exhibit (a)(1)(B)"
A letter of transmittal is a written form investors use when sending physical stock certificates or electronic ownership documents to a company or its agent to surrender shares, tender them in an offer, or claim payment or replacement securities. It acts like a packing slip that lists what is enclosed, gives instructions on how the transfer should be handled, and provides proof of the transaction—important for ensuring investors receive the correct payment or new securities without delay or dispute.
Schedule TO regulatory
"originally filed with the Securities and Exchange Commission by High Templar on May 26, 2026"
A phrase indicating that a company plans or intends to hold an event, publish information, or take an action at a specified future time, but that the timing is not guaranteed and may change. For investors it signals an expected milestone—like an earnings call, product launch, or filing—so think of it as a calendar note rather than a firm promise; timing shifts can affect trading, expectations, and planning.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

AMENDMENT NO. 1

TO

 

SCHEDULE TO
TENDER OFFER STATEMENT
UNDER SECTION 14(d)(1) OR 13(e)(1) 
OF THE SECURITIES EXCHANGE ACT OF 1934

 

HIGH TEMPLAR TECH LIMITED
(Name of Subject Company (Issuer) and Filing Person (as Offeror))

 

American Depositary Shares
(Title of Class of Securities)

 

747798106
(CUSIP Number of Class of Securities)

 

Min Luo, Chairman and Chief Executive Officer
Telephone: +86-592-317-2318
Email: ir@hightemplar.com
No. 101, Meishe Road, Meilin Street
Tongan District, Xiamen, Fujian Province
China

 

(Name, address and telephone number of person authorized
to receive notices and communications on behalf of filing persons)

 

With copies to:

 

Yi Gao
Simpson Thacher & Bartlett
35th Floor, ICBC Tower
Hong Kong, China
(852) 2514-7600		     Marisa D. Stavenas
John O’Connell
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, NY 10017
(212) 455-2000		  

 

Harald Halbhuber
Lesley Janzen
Cleary Gottlieb Steen & Hamilton LLP
One Liberty Plaza
New York, NY 10006
(212) 225-2000

 

¨Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

 

Check the appropriate boxes to designate any transactions to which the statement relates:

 

¨third-party tender offer subject to Rule 14d-1.

 

xissuer tender offer subject to Rule 13e-4.

 

¨going-private transaction subject to Rule 13e-3.

 

¨amendment to Schedule 13D under Rule 13d-2.

 

Check the following box if the filing is a final amendment reporting the results of the tender offer: ¨

 

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

 

¨Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

 

¨Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

 

 

 

 

 

INTRODUCTORY STATEMENT

 

This Amendment No. 1 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission by High Templar Tech Limited (“High Templar,” or the “Company”) on May 26, 2026 (the “Schedule TO”), relating to the offer by the Company to purchase for cash up to 39 million American Depositary Shares (the “ADSs”) of the Company, each representing one Class A ordinary share, par value US$0.0001 per share, at a price of not less than US$2.80 and not greater than US$3.20 per ADS, to the seller in cash, less any applicable withholding taxes and without interest.

 

The Company’s offer was made upon the terms and subject to the conditions set forth in the Offer to Purchase, dated May 26, 2026, a copy of which was filed as Exhibit (a)(1)(A) to the Schedule TO (together with any amendments or supplements thereto, the “Offer to Purchase”), and the related Letter of Transmittal, a copy of which was filed as Exhibit (a)(1)(B) to the Schedule TO (together with any amendments or supplements thereto, the “Letter of Transmittal” and, together with the Offer to Purchase, the “Tender Offer”).

 

The purpose of this Amendment is to amend and supplement the Schedule TO. Only those items that are amended are reported in this Amendment. Except as specifically provided herein, the information contained in the Schedule TO, the Offer to Purchase and the Letter of Transmittal remains unchanged. This Amendment should be read together with the Schedule TO, the Offer to Purchase and the Letter of Transmittal.

 

Item 11. Additional Information

 

The disclosure in Item 11 of the Schedule TO is hereby amended and supplemented by adding the following:

 

“On June 25, 2026, the Company issued a press release announcing the preliminary results of the Tender Offer, which expired at 5:00 P.M., New York City time, on June 24, 2026. The full text of the press release is attached as Exhibit (a)(5)(B) to this Schedule TO and is incorporated herein by reference.”

 

Item 12. Exhibits

 

Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit:

 

(a)(5)(B)Press release, dated June 25, 2026.

 

2

 

 

SIGNATURE

 

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: June 25, 2026

 

 HIGH TEMPLAR TECH LIMITED
   
By:

/s/ Min Luo

  Min Luo
  Chairman and Chief Executive Officer

 

3

 

 

EXHIBIT INDEX

 

Exhibit No.   Description
(a)(1)(A) *   Offer to Purchase, dated May 26, 2026.
(a)(1)(B) *   Letter of Transmittal.
(a)(1)(C) *   Notice of Guaranteed Delivery.
(a)(1)(D) *   Letter to Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees.
(a)(1)(E) *   Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees.
(a)(1)(F) *   Summary Advertisement, dated May 26, 2026.
(a)(5)(A) *   Press release announcing the commencement of the Offer, dated May 26, 2026.
(a)(5)(B) **   Press release, dated June 25, 2026.
(d)(1)   Form of Deposit Agreement (incorporated herein by reference to Exhibit (a) to the registration statement on Form F-6 (File No. 333-220779) filed with the Securities and Exchange Commission on October 3, 2017 with respect to American depositary shares representing our Class A ordinary shares).
(d)(2)   Qudian Inc. 2016 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.3 to the registration statement on Form F-1 (File No. 333-220511), as amended, initially filed with the Securities and Exchange Commission on September 18, 2017).
(d)(3)   Amendment No. 1 to Qudian Inc. 2016 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.4 to the registration statement on Form F-1 (File No. 333-220511), as amended, initially filed with the Securities and Exchange Commission on September 18, 2017).
(d)(4)   Amendment No. 2 to Qudian Inc. 2016 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.5 to the registration statement on Form F-1 (File No. 333-220511), as amended, initially filed with the Securities and Exchange Commission on September 18, 2017).
(d)(5)   Trust Deed Constituting Qudian Inc. Equity Incentive Trust, dated December 30, 2016, between Qudian Inc. and Ark Trust (Hong Kong) Limited (incorporated herein by reference to Exhibit 10.37 to the registration statement on Form F-1 (File No. 333-220511), as amended, initially filed with the Securities and Exchange Commission on September 18, 2017).
(d)(6)   Form of Indemnification Agreement between the Registrant and its directors and executive officers (incorporated herein by reference to Exhibit 10.1 to the registration statement on Form F-1 (File No. 333-220511), as amended, initially filed with the Securities and Exchange Commission on September 18, 2017).
(d)(7)   Form of Employment Agreement between the Registrant and its executive officers (incorporated herein by reference to Exhibit 10.2 to the registration statement on Form F-1 (File No. 333-220511), as amended, initially filed with the Securities and Exchange Commission on September 18, 2017).
107 *   Filing Fee Table.

 

 

*Filed Previously
**Filed herewith

 

4

 

Source: View Original Filing on SEC EDGAR

FAQ

What did High Templar Tech (HTT) offer to buy back in the tender offer?

The company offered to repurchase up to 39,000,000 ADSs. The Offer to Purchase filed May 26, 2026 sets the maximum ADSs the company sought to acquire in the tender offer.

What was the purchase price range in HTT's tender offer?

The purchase price range was $2.80 to $3.20 per ADS. The Schedule TO and Offer to Purchase disclose that purchases would be made in cash within that range, less any applicable withholding taxes.

When did HTT's tender offer expire and when were preliminary results announced?

The tender offer expired at 5:00 P.M. New York City time on June 24, 2026. The company issued a press release announcing preliminary results on June 25, 2026, which is attached as an exhibit to this amendment.

Does this amendment disclose the final number of ADSs purchased by HTT?

This amendment itself adds a June 25 press release reporting preliminary results but does not state final accepted ADS counts in the amendment text. The press release exhibit contains the preliminary results and any detailed purchase figures.

Where can I find the full terms and mechanics of HTT's tender offer?

The full terms are in the Offer to Purchase and Letter of Transmittal filed as exhibits to the Schedule TO (filed May 26, 2026). This amendment incorporates those documents and adds the June 25, 2026 press release.