High Templar (HTT) finalizes tender offer for 39M ADSs, $2.80–$3.20 range

Rhea-AI Filing Summary

High Templar Tech Limited amended its Schedule TO to report the final results of a cash 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 Tender Offer expired at 5:00 P.M., New York City time, on June 24, 2026. The company issued a press release dated June 29, 2026 announcing the final results, which is attached as an exhibit and incorporated by reference.

Insights

Corporate Transactions Counsel

Administrative filing reports final tender offer results and attaches a press release.

The amendment to the Schedule TO updates Item 11 to state that a press release dated June 29, 2026 announces the final results of the Tender Offer that expired on June 24, 2026. The underlying Offer to Purchase and Letter of Transmittal remain in effect as filed May 26, 2026.

The filing is procedural: it supplements the Schedule TO with final results disclosure and adds the press release as Exhibit (a)(5)(C). Cash‑flow treatment and specific acceptance/valid tender counts are not stated in the excerpt; subsequent periodic filings or the attached press release contain the operative numeric outcomes.

Key Figures

ADSs offered: 39,000,000 shares Price range: $2.80–$3.20 per ADS Offer expiration: June 24, 2026 +1 more

4 metrics

ADSs offered 39,000,000 shares total maximum ADSs in the Tender Offer

Price range $2.80–$3.20 per ADS purchase price range stated in Offer to Purchase

Offer expiration June 24, 2026 Tender Offer expired at 5:00 P.M., New York City time

Press release date June 29, 2026 press release announcing final results attached as Exhibit (a)(5)(C)

Key Terms

Schedule TO, American Depositary Shares (ADSs), Offer to Purchase

3 terms

Schedule TO regulatory

"AMENDMENT NO. 2 SCHEDULE TENDER OFFER STATEMENT UNDER SECTION 14(d)(1)"

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.

American Depositary Shares (ADSs) financial

"offer by the Company to purchase for cash up to 39 million American Depositary Shares"

A U.S.-listed certificate that stands for a specific number of shares in a non‑U.S. company held by a U.S. bank, making the foreign stock tradable on American exchanges in dollars. Think of it like a local voucher that represents ownership of an overseas product — it lets U.S. investors buy and sell foreign companies without handling foreign currency or foreign brokerage accounts, but it can affect dividends, voting rights, fees, liquidity and exposure to currency and regulatory differences.

Offer to Purchase financial

"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.

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Available on EDGAR 06/29/2026 - 06:48 AM Accepted by SEC EDGAR 06/29/2026 - 06:46 AM Learn about SEC filing dates

FAQ

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

The company offered to purchase up to 39,000,000 ADSs, each representing one Class A ordinary share. The Offer set a purchase price range of $2.80 to $3.20 per ADS for sellers.

When did the High Templar tender offer expire?

The Tender Offer expired at 5:00 P.M., New York City time, on June 24, 2026. The Schedule TO amendment states the offer had closed on that date and the company issued final results thereafter.

Where can I find the final results of the tender offer for HTT?

The amendment attaches a press release dated June 29, 2026 as Exhibit (a)(5)(C), which the company states announces the final results and is incorporated by reference into the Schedule TO.

What price range did High Templar specify for ADS purchases?

The Offer to Purchase specified a purchase price of not less than $2.80 and not greater than $3.20 per ADS, payable in cash, less applicable withholding taxes and without interest.

Does this amendment change the original Offer to Purchase terms?

No. The amendment states that, except for the added final results press release, the information in the Offer to Purchase and Letter of Transmittal remains unchanged and should be read together with this amendment.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

AMENDMENT NO. 2

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.

x issuer 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: x

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. 2 (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, and amended on June 25, 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 29, 2026, the Company issued a press release announcing the final 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)(C) 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 exhibits:

	(a)(5)(C)	Press release, dated June 29, 2026.
	107	Filing Fee Table

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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 29, 2026

HIGH TEMPLAR TECH LIMITED

	By:	/s/ Min Luo
		Min Luo
		Chairman and Chief Executive Officer

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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.
(a)(5)(C) **		Press release, dated June 29, 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

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