JIADE LIMITED's SEC filings document its foreign private issuer reporting, Cayman Islands share structure and capital actions. Current reports on Form 6-K cover registered direct offerings under a Form F-3 shelf registration statement, Class A ordinary share issuances, pre-funded warrant terms, proceeds disclosures and material securities purchase agreements.
The filings also record shareholder meeting materials and vote results, including director re-elections, auditor appointment matters and approval of a share consolidation affecting Class A ordinary shares, Class B ordinary shares and preference shares. Additional disclosures address the 2026 Equity Incentive Plan, Class B share issuance, voting-control effects, board and committee changes, Nasdaq independence determinations and governance matters for the company.
JIADE LIMITED has entered into a securities purchase agreement for a registered direct offering of up to 50,000,000 Class A ordinary shares at $0.24 per share, for total gross proceeds of up to $12.0 million. The structure includes an Initial Closing of $3.36 million, for which 14,000,000 shares will be issued upon confirmed receipt of funds, and a planned Second Closing of $8.64 million no later than June 30, 2026, subject to customary conditions and completion of a share consolidation and charter amendments. The company plans to use net proceeds for general corporate purposes and working capital, and states they will not be applied to most outstanding debt, share redemptions, or litigation settlements.
JIADE LIMITED is offering 14,000,000 Class A Ordinary Shares at US$0.24 per share in a registered direct offering pursuant to securities purchase agreements dated May 4, 2026.
The offering will raise US$3,360,000 gross with estimated net proceeds of approximately US$3,243,000, and an Additional Closing may occur to raise an aggregate additional $8,640,000 no later than June 30, 2026, subject to specified corporate actions and customary conditions.
JIADE LIMITED held its annual general meeting where shareholders approved all resolutions, including director re-elections, auditor appointment, share consolidation authority, changes to authorized share capital, and adoption of a third amended and restated memorandum and articles of association.
There were 264,863,662 votes represented, equal to 99.51% of votes exercisable as of April 21, 2026. Each director and the auditor were approved with 264,850,694–264,851,538 votes in favor and 12,124–12,968 against. Shareholders also approved a share consolidation at a Board‑set ratio between 1‑for‑2 and 1‑for‑100, with fractional shares rounded up, and corresponding changes to share par values and authorized share capital.
JIADE LIMITED has called an annual general meeting for May 4, 2026 to vote on board, auditor and capital-structure changes. Shareholders will consider re-electing five directors and re-appointing Enrome LLP as auditor for the year ending December 31, 2026.
The company seeks authority for a share consolidation of all classes at a Board‑selected ratio between 1‑for‑2 and 1‑for‑100, mainly to help maintain compliance with Nasdaq’s $1.00 minimum bid price rule. No fractional shares would be issued; entitlements will be rounded up to the next whole share. JIADE also proposes changing its authorized share capital to US$50,000 split into 2,000,000,000 shares of US$0.000025 par value and adopting a third amended and restated memorandum and articles of association following these changes.
JIADE LIMITED adopted its 2026 Equity Incentive Plan and, under this plan, issued 2,900,000 Class B ordinary shares on April 6, 2026 to Chairman and Co-CEO Yuan Li as compensation for services. The shares, with a par value of US$0.0025 each, were issued in the name of JD LIYUAN LIMITED, a British Virgin Islands company wholly owned by Yuan Li. Following this issuance, Yuan Li now directly or indirectly controls approximately 99.09% of the voting power of JIADE’s issued and outstanding ordinary shares, effectively giving him near-total voting control over the company.
Jiade Limited files its Form 20-F, detailing a fast-growing but higher‑risk PRC education technology business focused on one-stop supporting services for adult education institutions. Revenue rose from approximately RMB15.6 million in 2023 to RMB25.7 million (US$3.7 million) in 2025, but profitability deteriorated from net income of RMB9.6 million in 2023 and RMB5.6 million in 2024 to a net loss of RMB10.5 million (US$1.5 million) in 2025.
The report highlights heavy dependence on a small number of institutional customers and on Sichuan Province, especially Chengdu, as well as technology, cybersecurity, and data protection risks. Jiade’s PRC subsidiaries operate proprietary platforms such as the Kebiao Technology Educational Administration Platform and hold 40 software copyrights, but must keep pace with rapid technological change and intense competition.
Jiade also discloses PRC regulatory, social insurance, HFCA Act, cybersecurity review, and cross‑border data risks, plus execution risk around a non‑binding AI education memorandum with South Korea‑based Chinalink Education Group. These factors could materially affect future growth, margins, and access to U.S. capital markets.
JIADE LIMITED reported changes to its board of directors and board committees. On March 19, 2026, Dr. Shaoping Lu resigned as a director, member of the audit, nominating and corporate governance, and compensation committees, and as chair of the nominating and corporate governance committee, citing personal reasons and no disagreements with the company.
To fill this vacancy, on March 20, 2026, the board appointed Dr. Yi Chen, age 32, as an independent director, member of the audit, nominating and corporate governance, and compensation committees, and chair of the nominating and corporate governance committee. The company determined she meets Nasdaq and SEC independence standards and qualifies as an audit committee financial expert and financially sophisticated audit committee member. She has postdoctoral research experience in China and holds degrees in polymer science and engineering, chemical and biomolecular engineering, and business administration. She has no family relationships with directors or executives and no related-party transactions requiring disclosure.
JIADE LIMITED shareholders approved a major share consolidation at an extraordinary general meeting held on March 11, 2026. Every 25 issued and unissued Class A ordinary shares, Class B ordinary shares and preference shares of US$0.0001 par value will be consolidated into one share of the same class with a par value of US$0.0025.
Following this 25‑for‑1 consolidation, the authorized share capital remains US$50,000 but will consist of 20,000,000 ordinary shares: 15,800,000 Class A, 3,000,000 Class B and 1,200,000 preference shares, all at US$0.0025 par value. A total of 53,480,116 votes (61.52% of exercisable votes) were represented, with 53,070,205 voting for the consolidation, 401,789 against and 8,122 abstaining.
JIADE LIMITED is calling an extraordinary general meeting on March 11, 2026 for shareholders to vote on a major share consolidation. The proposal would combine every 25 issued and unissued Class A, Class B and preference shares into one new share of the same class with a par value of US$0.0025.
If approved, the authorized share capital would remain US$50,000 but shrink from 500,000,000 authorized shares at US$0.0001 each to 20,000,000 authorized shares at US$0.0025 each, across all classes. The board explains this 25‑for‑1 consolidation is intended to help the company maintain compliance with Nasdaq’s $1.00 minimum bid price requirement and reduce the risk of delisting after a prior consolidation in 2025.
JIADE LIMITED has arranged a registered direct offering of 12,000,000 Class A ordinary shares (or pre-funded warrants in lieu) at $0.25 per share, raising about $3 million in gross proceeds. The deal is under an effective Form F-3 shelf registration.
Investors also received an option to buy up to an additional 48,000,000 Class A shares (or RD warrants in lieu) on or before 30 days after the initial closing. Pre-funded warrants for 8,510,000 shares were issued to investors that would otherwise exceed specified ownership limits and were fully exercised on February 18, 2026.
The company plans to use the net proceeds for working capital and general corporate purposes. Directors, executive officers, and 5%+ shareholders agreed to a 90-day lock-up, and the company accepted short-term restrictions on variable-rate financings, new share issuances, and stock splits following closing.