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 June 2026
Commission file number: 001-42098
JIADE LIMITED
18/F, Block D, Huirong Plaza, No. 88, Section 3,
Jinhua Road
Jinjiang District, Chengdu City, Sichuan Province
The
People’s Republic of China
(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 x Form 40-F
¨
Entry
into Material Definitive Agreement; Completion of Additional Closing
As
previously announced, on May 4, 2026, JIADE LIMITED, a company incorporated under the laws of the Cayman Islands (the “Company”),
entered into a certain securities purchase agreement (the “Securities Purchase Agreement”) with each of certain purchasers
(each, a “Purchaser,” and collectively, the “Purchasers”). Pursuant to the Securities Purchase Agreement, each
Purchaser agreed to purchase, and the Company agreed to issue and sell to the Purchasers, an aggregate of 50,000,000 Class A ordinary
shares of the Company, subject to adjustments for forward and reverse stock splits, recapitalizations, stock dividends and the like after
the date of the Securities Purchase Agreement (the “Shares”), at a purchase price of $0.24 per share, for an aggregate purchase
price of $12,000,000. The Securities Purchase Agreement provided for an initial closing of $3,360,000 of the Company’s Class A
ordinary shares, which closing occurred on May 7, 2026 (the “Initial Closing”), and an additional closing of $8,640,000
of the Company’s Class A ordinary shares on a date to be determined by the Company but no later than June 30, 2026 (the
“Additional Closing”), subject to the satisfaction of customary and other closing conditions. In addition to the customary
closing conditions, the Securities Purchase Agreement conditioned the Additional Closing upon the Company effectuating a share consolidation
and adopting its Third Amended and Restated Memorandum and Articles of Association, the fulfillment of which additional conditions were
announced in the Current Report on Form 6-K filed with the U.S. Securities and Exchange Commission (the “Commission”) on May
27, 2026.
On
June 1, 2026, the Additional Closing occurred and the Company will issue 3,600,000 Class A ordinary shares (the “Additional
Closing Shares”) upon the confirmed receipt of $8,640,000 in gross proceeds from the Purchasers, before deducting offering expenses.
The Additional Closing Shares are being issued at a purchase price of $2.40 per share, reflecting the Company’s 10-for-1 share consolidation
effected on June 1, 2026.
The
Additional Closing Shares were offered under the Company’s registration statement on Form F-3 (File No. 333-292574), initially
filed with the Commission on January 5, 2026, and declared effective on January 13, 2026 (the “Registration Statement”).
A prospectus supplement to the Registration Statement in connection with the sale of the Additional Closing Shares was filed with
the Commission on June 1, 2026. The Securities Purchase Agreement, the transactions contemplated thereby, and the issuance of the
Shares have been approved by the Company’s board of directors.
For
a more complete description of the Securities Purchase Agreement, please refer to the Company’s Current Report on Form 6-K
filed with the Commission on May 7, 2026. The foregoing description of the Securities Purchase Agreement and the Additional Closing is
qualified in its entirety by reference to the full text of the Form of Securities Purchase Agreement, which was filed as Exhibit 10.1
thereto.
This current report on Form 6-K
is incorporated by reference into the Company’s registration statement on Form F-3 (File No. 333-292574), filed with the
Commission, to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports
subsequently filed or furnished.
Exhibits
| Exhibit No. |
|
Description |
| 5.1 |
|
Opinion
of Maples and Calder (Hong Kong) LLP |
| 23.2 |
|
Consent
of Maples and Calder (Hong Kong) LLP (included in Exhibit 5.1) |
| 99.1 |
|
Press
Release, dated June 1, 2026 |
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.
| |
JIADE LIMITED |
| |
|
| |
By: |
/s/ Yuan Li |
| |
Name: |
Yuan Li |
| |
Title: |
Co-Chief Executive Officer |
Date: June
1, 2026
Exhibit 99.1
JIADE LIMITED
Announces Closing of Additional $8.64 Million Registered Direct Offering
Chengdu, China, June 1, 2026 (GLOBE NEWSWIRE)
-- JIADE LIMITED (Nasdaq: JDZG) (“JIADE” or the “Company”), a provider of one-stop comprehensive education support
services for adult education institutions through its subsidiaries in the People’s Republic of China, today announced that the Company
has completed the additional closing of $8.64 million of its Class A ordinary shares in a registered direct offering (the “Additional
Closing”), following an initial closing of $3.36 million of its Class A ordinary shares, which closing occurred on May 7, 2026.
Pursuant to a certain securities purchase agreement, dated May 4, 2026 (the “Agreement”), entered into by and among the Company
and certain purchasers (the “Purchasers”), the Company agreed to sell an aggregate of up to $12.0 million of its Class A ordinary
shares in the registered direct offering.
On June 1, 2026, the Additional Closing occurred,
and the Company issued 3,600,000 Class A ordinary shares (the “Additional Closing Shares”) upon the confirmed receipt
of $8,640,000 in gross proceeds from the Purchasers, before deducting offering expenses. The Additional Closing Shares are being issued
at a purchase price of $2.40 per share, reflecting the Company’s 10-for-1 share consolidation effected on June 1, 2026.
The Company intends to use the net proceeds from
the sale of the securities for general corporate purposes, including working capital.
The securities described above were offered and
sold by the Company pursuant to an effective shelf registration statement on Form F-3 (File No. 333-292574), which was initially filed
with the U.S. Securities and Exchange Commission (the “SEC”) on January 5, 2026 and became effective on January 13, 2026.
The offering of the shares was made only by means of a prospectus and prospectus supplements filed with the SEC.
This press release shall not constitute an offer
to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities
in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under
the securities laws of any such state or jurisdiction.
About JIADE LIMITED
JIADE LIMITED (Nasdaq:
JDZG) provides one-stop comprehensive education support services for adult education institutions in China. Through its subsidiaries,
the Company offers software-driven and service-based solutions centered around the Kebiao Technology Educational Administration Platform,
which streamlines enrollment, student management, learning progress tracking, grade inquiry, and graduation management. JIADE also provides
auxiliary services such as pre-enrollment guidance, exam training, application support, tutoring, and exam administration. The Company
served 23,205 students taking the National Unified Examination for College Admissions for Adults, 28,240 students enrolled with the Open
University of China, and 16,078 students preparing for the Self-taught Higher Education Examinations, provided safety technology training
services for both theoretical instruction and practical training components to 16,298 individuals and online courses services to 88,055
individuals for the year ended December 31, 2025.
Forward-Looking Statements
This press release contains forward-looking
statements. These statements involve known and unknown risks and uncertainties and are based on the Company’s current expectations
and assumptions regarding future events. Forward-looking statements can be identified by words such as “expects,” “plans,”
“intends,” “believes,” “may,” “would,” “should,” “could,” “will,”
“approximates,” “assesses,” “hopes,” “anticipates,” “estimates,” “projects,” and
similar expressions. Actual results may differ materially due to various factors. The Company undertakes no obligation to update any forward-looking
statements, except as required by law. Although the Company believes that the expectations expressed in these forward-looking statements
are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual
results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future
results in the Company’s filings with the U.S. Securities and Exchange Commission.
For more information, please contact:
JIADE
LIMITED
Investor Relations Department
Email: kebiao@sckbkj.com
Investor Relations Firm
WFS Investor Relations Inc.
Email: services@wealthfsllc.com
Phone: +1 (628) 283-9214
