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 May 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
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, par value $0.0025 per
share, 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 “Offering”). Pursuant to the Securities Purchase Agreement, the Offering shall have an initial
closing of $3.36 million of the Company’s Class A ordinary shares on or about May 5, 2026 (the “Initial
Closing”), and the second closing of $8.64 million 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 “Second Closing”), subject, in each case, to the
satisfaction of customary and other closing conditions. In addition to the customary closing conditions, no Second Closing may occur
unless the Company has effectuated a share consolidation and has further amended its Amended and Restated Memorandum and Articles of
Association.
On May 7, 2026, the Initial Closing occurred and the Company will
issue 14,000,000 Class A ordinary shares (the “Initial Closing Shares”) upon the confirmed receipt of $3.36 million in
gross proceeds from the Purchasers, before deducting offering expenses.
The Shares were and will be
offered under the Company’s registration statement on Form F-3 (File No. 333-292574), initially filed with the U.S. Securities
and Exchange Commission (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 Initial Closing Shares was
filed with the Commission on May 6, 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.
The foregoing description
of the Securities Purchase Agreement is qualified in its entirety by reference to the full text of the Form of Securities Purchase
Agreement, which is filed as Exhibit 10.1 to this Form 6-K and is incorporated herein by reference.
This current report on Form 6-K
is incorporated by reference into the Company’s registration statements 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 |
| 10.1 |
|
Form of Securities Purchase Agreement |
| 23.2 |
|
Consent of Maples and Calder (Hong Kong) LLP (included in Exhibit 5.1) |
| 99.1 |
|
Press Release on Pricing of the Company’s Registered Direct Offering |
SIGNATURES
Pursuant to the requirements of the Securities
and 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: May 7, 2026
Exhibit 99.1
JIADE LIMITED Announces Pricing of up to $12.0
Million Registered Direct Offering
Chengdu, China, May 4, 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 entered into a definitive securities purchase agreement (the “Agreement”) with each of certain purchasers. Pursuant to
the Agreement, the Company has agreed to sell up to an aggregate of up to $12.0 million of its Class A ordinary shares in a registered
direct offering.
The Class A ordinary shares, par value $0.0025
per share, are being sold at a purchase price of $0.24 per share.
The Company intends to use the net proceeds from
the sale of the securities for general corporate purposes, including working capital. The proceeds will not be used for the satisfaction
of any portion of the Company's outstanding debt (other than payment of trade payables in the ordinary course of business), the redemption
of any shares, the settlement of any outstanding litigation, or in violation of FCPA or OFAC regulations.
The offering is expected to have an initial closing
of $3.36 million of its Class A ordinary shares on or about May 5, 2026, and the second closing of $8.64 million 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 “Second Closing”),
subject, in each case, to the satisfaction of customary and other closing conditions. In addition to the customary closing conditions,
no Second Closing may occur unless the Company has effectuated a share consolidation and has further amended its Amended and Restated
Memorandum and Articles of Association.
The securities described above are being 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 will be 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 (“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. 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
