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: 001-42098
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 Form 20-F or Form 40-F.
Form 20-F x Form 40-F
¨
INFORMATION CONTAINED IN THIS FORM 6-K
REPORT
On February 18, 2026, JIADE LIMITED (the
“Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with certain investors named
therein (collectively, the “Purchasers”), pursuant to which, the Company agreed to issue and sell, in a registered direct
offering (the “Registered Direct Offering”): (i) 3,490,000Class A ordinary shares (the “Class A Ordinary
Shares”) of the Company, par value $0.0001 per share (the “Shares”); (ii) pre-funded warrants to purchase up to
8,510,000 Class A Ordinary Shares (the “Pre-Funded Warrants”); and (iii) up to an aggregate of 48,000,000 Class A
Ordinary Shares (and/or RD Warrants in lieu thereof) issuable upon the exercise by the Purchasers of their option to purchase such additional
Class A Ordinary Shares (and/or RD Warrants in lieu thereof) on or before the 30th calendar day anniversary of the initial closing
date on February 19, 2026 (the “Closing Date”) at a purchase price of $0.25 per share (the “Additional Allocation”).
The purchase price for each Class A Ordinary Share was $0.25 and the purchase price for each Pre-Funded Warrant was $0.25.
The Pre-Funded Warrants were sold to any purchaser,
whose purchase of the Shares in the Registered Direct Offering would otherwise have resulted in such purchaser, together with its affiliates
and certain related parties, beneficially owning more than 4.99% (or, upon election by such purchaser prior to the issuance of any Pre-Funded
Warrants, 9.99%) of the outstanding share capital of the Company following the consummation of the Registered Direct Offering. Each Pre-Funded
Warrant represents the right to purchase one Class A Ordinary Share at an exercise price of $0.25 per share. The Pre-Funded Warrants
were exercisable immediately at any time until exercised in full (subject to the beneficial ownership limitation described above), and
were exercised in full by the Purchasers thereof on February 18, 2026.
Upon the closing of the Registered Direct Offering
on the Closing Date, the Company received $3 million in gross proceeds, before deducting placement agent fees and offering expenses. The
Company intends to use the net proceeds from the Registered Direct Offering for working capital and general corporate purposes.
The Purchase Agreement contains customary representations,
warranties, and agreements by the Company, customary conditions to closing, indemnification obligations of the Company, other obligations
of the parties, and termination provisions. Additionally, each of the directors, executive officers, and 5% and greater shareholders of
the Company entered into a lock-up agreement, pursuant to which they agreed not to sell or transfer any of the Company securities which
they hold, subject to certain customary exceptions, during the ninety (90) day period following the closing of the Registered Direct Offering.
In addition, the Company agreed (i) to be prohibited from effecting or entering into an agreement to effect any issuance by the Company
or any of its subsidiaries of Class A Ordinary Shares or Ordinary Share Equivalents (as defined in the Purchase Agreement) involving
a Variable Rate Transaction (as defined in the Purchase Agreement) during the forty-five (45) day period after the closing of the Registered
Direct Offering; (ii) not to issue, enter into any agreement to issue or announce the issuance or proposed issuance of any Class A
Ordinary Shares or file any registration statement or amendment or supplement thereto, except as set forth in the Prospectus Supplement
(defined below) or a registration statement on Form S-8 during the thirty (30) day period following the closing of the Registered
Direct Offering; and (iii) not to consummate a reverse or forward stock split or reclassification of the Class A Ordinary Shares
until the thirty (30th) day anniversary of the Closing Date without the prior written consent of the Purchasers holding a majority
in interest of the Shares and Pre-Funded Warrants.
The Shares, the Pre-Funded Warrants, and
the Class A Ordinary Shares underlying the Pre-funded Warrants were offered by the Company pursuant to a registration statement on
Form F-3 (File No. 333-292574) (the “Registration Statement”), previously filed and declared effective by the U.S
Securities and Exchange Commission (the “Commission”) on January 13, 2026, the base prospectus filed as part of the Registration
Statement, and the prospectus supplement dated February 18, 2026 (the “Prospectus Supplement”).
On February 18, 2026, the Company entered
into a placement agency agreement (the “Placement Agency Agreement”) with Univest Securities, LLC (“Univest”
or the “Placement Agent”), pursuant to which the Company engaged Univest as the
exclusive placement agent in connection with the Registered Direct Offering. The Placement Agent agreed to use its reasonable best efforts
to arrange for the sale of the Shares and the Pre-Funded Warrants. In addition, under the Placement Agency Agreement, the Company agreed
to pay the Placement Agent a placement agent fee in cash equal to seven percent (7.0%) of the aggregate gross proceeds raised from the
sale. The Company also agreed to reimburse the Placement Agent for its out-of-pocket expenses in connection with the Registered Direct
Offering in an amount not to exceed $80,000.
The foregoing summaries of the Pre-Funded Warrants,
the Placement Agency Agreement, and the Purchase Agreement do not purport to be complete and are subject to, and qualified in their entirety
by, such documents filed as Exhibits 4.1, 10.1, and 10.2, respectively, hereto and incorporated by reference herein. A copy of the press
release related to the Registered Direct Offering entitled “JIADE LIMITED Announces Pricing of $3 Million Registered Direct Offering”
is furnished as Exhibit 99.1 hereto and is incorporated by reference herein.
Copies of the opinions of Maples and Calder (Hong
Kong) LLP and Hunter Taubman Fischer & Li LLC relating to the legality of the issuance and sale of the Shares and the Pre-Funded
Warrants are filed as Exhibits 5.1 and 5.2 hereto, respectively.
This Report is incorporated by reference into
the registration statement on Form F-3 (File No. 333-292574) of the Company, 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.
This Report shall not constitute an offer to sell
any securities or a solicitation of an offer to buy any securities, nor shall there be any sale of any securities in any state or jurisdiction
in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any
such state or jurisdiction.
Forward-Looking Statements:
This report contains forward-looking statements
within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 and other Federal
securities laws. All statements other than statements of historical facts included in this report are forward-looking statements. Forward-looking
statements are neither historical facts nor assurances of future performance. Instead, they are based only on the Company’s current
beliefs, expectations, and assumptions regarding the future of its business, future plans and strategies, projections, anticipated events
and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent
uncertainties, risks, and changes in circumstances that are difficult to predict and many of which are outside of the Company’s
control. The Company’s actual results and financial condition may differ materially from those indicated in the forward-looking
statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause our actual results
and financial condition to differ materially from those indicated in the forward-looking statements include the risks and uncertainties
described in the Company’s annual report on Form 20-F for the year ended December 31, 2024, filed with the Commission
on April 25, 2025, and the Company’s other filings with the Commission. The Company undertakes no obligation to publicly update
any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future
developments or otherwise.
Exhibit Index
| Exhibit No. | |
Description |
| 4.1 | |
Form of Pre-Funded Warrant |
| 5.1 | |
Opinion of Maples and Calder (Hong Kong) LLP |
| 5.2 | |
Opinion of Hunter Taubman Fischer & Li LLC |
| 10.1 | |
Placement Agency Agreement, dated February 18, 2026, by and between the Company and Univest Securities LLC |
| 10.2 | |
Form of Securities Purchase Agreement, dated February 18, 2026, by and between the Company and the purchaser thereto |
| 23.1 | |
Consent of Maples and Calder (Hong Kong) LLP (included in Exhibit 5.1) |
| 23.2 | |
Consent of Hunter Taubman Fischer & Li LLC (included in Exhibit 5.2) |
| 99.1 | |
Press Release on Pricing of the Company’s Registered Direct Offering |
SIGNATURE
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: February 20, 2026
Exhibit 99.1
JIADE LIMITED Announces Pricing of $3 Million
Registered Direct Offering
Chengdu, China, February 18, 2026, /PRNewswire/--
JIADE LIMITED (NASDAQ: JDZG) (the “Company”), today announced that it has entered into
an agreement (the “Securities Purchase Agreement”) with several investors for the purchase and sale of 12,000,000 of the Company’s
Class A ordinary shares, par value $0.0001 per share (the “Shares”) (or pre-funded warrants in lieu thereof) at a purchase
price of $0.25 per Share in a registered direct offering (the “Offering”). The purchase price for the pre-funded warrants
is identical to the purchase price for Shares, less the exercise price of $0.0001 per share. Pursuant to the Securities Purchase Agreement,
entered into between the Company and certain investors with respect to the Offering, the Company and the investors have agreed to additional
closings of up to 48,000,000 Shares on or before the 30th calendar day anniversary of the Initial Closing Date (as defined below), if
the investors exercise their option to purchase additional Shares (or pre-funded warrants in lieu thereof) by delivery of one or more
written notices.
The gross proceeds to the Company of the Offering
are expected to be approximately $3 million. The transaction is expected to close on or about February 19, 2026 (the “Initial
Closing Date”), subject to the satisfaction of customary closing conditions. The Shares (or
pre-funded warrants in lieu thereof) were sold pursuant to a shelf registration statement (the “Registration Statement”)
on Form F-3 (File No. 333- 292574) previously filed by the Company and declared effective by the U.S. Securities and Exchange
Commission (the “SEC”) on January 13, 2026. The Company may hold one or more closings until the maximum numbers Shares
(or pre-funded warrants in lieu thereof) are sold or the offering is terminated.
Univest Securities, LLC is acting as the sole
placement agent.
A final prospectus supplement and accompanying
prospectus describing the terms of the proposed Offering will be filed with the SEC and will be available on the SEC’s website located
at http://www.sec.gov. Electronic copies of the final prospectus supplement and the accompanying prospectus may be obtained, when available,
by contacting Univest Securities, LLC at info@univest.us, or by calling +1 (212) 343-8888.
This press release does not constitute an offer
to sell or the solicitation of an offer to buy, nor will there be any sales of such securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. Copies
of the prospectus supplement relating to the registered direct Offering, together with the accompanying base prospectus will be filed
by the Company and, upon filing, can be obtained at the SEC’s website at www.sec.gov.
About JIADE LIMITED
JIADE LIMITED 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 (“KB 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. To date, the Company has supported
more than 17 adult education institutions and approximately 80,000 students across China.
Forward-Looking Statements
Certain statements in this announcement are forward-looking
statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on current expectations and
projections about future events and financial trends that the Company believes may affect its financial condition, results of operations,
business strategy and financial needs. Investors can identify these forward-looking statements by words or phrases such as “may,”
“will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,”
“believe,” “potential,” “continue,” “is/are likely to” or other similar expressions. The
Company undertakes no obligation to update forward-looking statements to reflect subsequent occurring events or circumstances, or changes
in its expectations, except as may be 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 registration statement and in its other filings with the SEC.
For more information, please contact:
JIADE LIMITED Investor Relations Department Email:kebiao@sckbkj.com
Investor Relations
WFS Investor Relations Inc.
Email: services@wealthfsllc.com
Phone: +1 628 283 9214
