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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.
JIADE LIMITED is offering 3,490,000 Class A Ordinary Shares, pre-funded warrants to purchase up to 8,510,000 Class A Ordinary Shares, and an investors’ option to purchase up to 48,000,000 Class A Ordinary Shares (or pre-funded warrants in lieu thereof) at $0.25 per Class A Ordinary Share.
The pre-funded warrants are exercisable for one Class A Ordinary Share for $0.0001 and are subject to a beneficial ownership cap of 4.99% (or, if elected prior to issuance, 9.99%). The offering contemplates aggregate gross proceeds of approximately $3,000,000 based on the public offering price. The Company’s Class A Ordinary Shares trade on Nasdaq under the symbol JDZG, and the prospectus highlights PRC-related regulatory and operational risks, the dual-class voting structure, and emerging growth company status.
JIADE LIMITED, a Cayman Islands company, has furnished unaudited condensed consolidated financial statements for the six months ended June 30, 2025. These interim financial statements are provided as part of its status as a foreign private issuer.
The filing also includes Management’s Discussion and Analysis of Financial Condition and Results of Operations for the same six‑month period, giving narrative context to the numbers in the financials. Both documents are supplied to investors as exhibits to this Form 6-K.
Jiade Limited (Nasdaq: JDZG) has filed a Form 6-K outlining significant changes to its capital structure.
Share Consolidation: Effective 24 June 2025, every eight existing ordinary shares of US$0.01 par value will automatically consolidate into one ordinary share of US$0.08 par value. The 200,000,000 authorised shares (issued and unissued) will become 25,000,000 post-consolidation shares. No shareholder action is required; fractional entitlements will be rounded up to the next whole share and no cash will be paid.
Change of Authorised Share Capital & Dual-Class Structure: Immediately after the consolidation, authorised capital will rise to US$50,000 divided into 500,000,000 shares of US$0.0001 par value, reclassified into 395,000,000 Class A Ordinary Shares, 75,000,000 Class B Ordinary Shares, and 30,000,000 Preference Shares. Approximately 2,014,872 Class A shares will be issued pro-rata to existing shareholders (excluding JD Liyuan Limited) and 1,052,063 Class B shares will be issued to JD Liyuan Limited. Each shareholder’s percentage ownership remains unchanged. All 3,066,935 outstanding US$0.08 ordinary shares will be repurchased and cancelled, and the remaining 25,000,000 unissued US$0.08 shares will also be cancelled.
Post-transaction capital structure: authorised share capital will consist solely of the new 500,000,000 share pool (395 M Class A, 75 M Class B, 30 M Preference) at US$0.0001 par value.
Listing details: Trading will continue on the Nasdaq Capital Market under the ticker “JDZG,” but with a new CUSIP (G7396L111) from the market open on 24 June 2025.