Jianzhi Education (Nasdaq: JZ) adopts new share capital and M&A

Rhea-AI Filing Summary

Jianzhi Education Technology Group Company Limited held an extraordinary general meeting of shareholders, where investors approved a Third Amended and Restated Memorandum and Articles of Association effective on April 20, 2026.

The updated documents set the Company’s authorised share capital at US$100,000,000, divided into 800,000,000,000 Class A ordinary shares and 200,000,000,000 Class B ordinary shares, each with a par value of US$0.0001. They also clarify quorum rules for shareholder meetings, allowing adjournment and reconvening if a quorum is not reached within fifteen minutes, with flexibility to wait up to one hour.

The full Third Amended and Restated Memorandum and Articles of Association are furnished as Exhibit 3.1 to this report.

Key Figures

Authorised share capital: US$100,000,000 Authorised Class A shares: 800,000,000,000 shares Authorised Class B shares: 200,000,000,000 shares +3 more

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Authorised share capital US$100,000,000 Total authorised capital under Third Amended and Restated M&A

Authorised Class A shares 800,000,000,000 shares Class A ordinary shares, par value US$0.0001 each

Authorised Class B shares 200,000,000,000 shares Class B ordinary shares, par value US$0.0001 each

Par value per share US$0.0001 per share Par value for both Class A and Class B ordinary shares

Initial quorum wait time 15 minutes Time after scheduled start before adjournment if no quorum

Maximum extended wait 1 hour Maximum time chairman may wait for quorum at a meeting

Key Terms

extraordinary general meeting, Third Amended and Restated Memorandum and Articles of Association, Class A Ordinary Shares, Class B Ordinary Shares, +1 more

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extraordinary general meeting regulatory

"On April 20, 2026, Jianzhi Education Technology Group Company Limited ... held an extraordinary general meeting of shareholders"

Third Amended and Restated Memorandum and Articles of Association regulatory

"The Company’s Third Restated M&A is furnished herewith as Exhibit 3.1"

Class A Ordinary Shares financial

"800,000,000,000 Class A Ordinary Shares of a par value of US$0.0001 each"

Class A ordinary shares are a type of ownership stake in a company that typically grants voting rights to shareholders, allowing them to have a say in important company decisions. They often come with priority in receiving dividends or profits, making them attractive to investors seeking influence and potential income. These shares help distinguish different levels of ownership and rights within a company's stock structure.

Class B Ordinary Shares financial

"200,000,000,000 Class B Ordinary Shares of a par value of US$0.0001 each"

Class B ordinary shares are a type of ownership stake in a company that typically come with different voting rights or privileges compared to other share classes. For investors, they represent a way to hold part of the company’s value and influence its decisions, often with fewer voting rights than Class A shares. Understanding these shares helps investors assess their level of control and potential returns within a company.

quorum regulatory

"If within fifteen (15) minutes ... a quorum is not present, the meeting shall stand adjourned"

A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.

Form 6-K: How Foreign Companies Report to the SEC →

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 April 2026

Commission File Number: 001-41445

Jianzhi Education Technology Group Company Limited

15/F, Tower A, Yingdu Building, Zhichun Road

Haidian District, Beijing 100086

People’s Republic of China

+86 10 58732560

(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 ☒ Form 40-F ☐

INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K

On April 20, 2026, Jianzhi Education Technology Group Company Limited (the “Company”) (Nasdaq: JZ) held an extraordinary general meeting of shareholders (the “Meeting”) at 5F, Tower A, Yingdu Building, Zhichun Road, Haidian District, Beijing, China.

At the Meeting, shareholders of the Company passed the following resolution:

1. Resolved as an ordinary resolution that:

(i) the authorized share capital of the Company be increased with effect immediately from US$1,000,000 divided into (a) 9,900,000,000 class A ordinary shares of a par value of US$0.0001 each and (b) 100,000,000 class B ordinary shares of a par value of US$0.0001 each TO US$100,000,000 divided into (a) 800,000,000,000 class A ordinary shares of a par value of US$0.0001 each and (b) 200,000,000,000 class B ordinary shares of a par value of US$0.0001 each, by creation of an additional 790,100,000,000 class A ordinary shares of a par value of US$0.0001 each and an additional 199,900,000,000 class B ordinary shares of a par value of US$0.0001 each (the “Increase of Authorized Share Capital”); and

(ii) any one director of the Company (the “Director”) be and is hereby authorised to execute all such documents, instruments and agreements and to do all such acts or things s/he considers necessary, desirable or expedient to give effect to or in connection with the matters contemplated in and for completion of the Increase of Authorized Share Capital.

2. Resolved as a special resolution that, upon the Increase of Authorized Share Capital becoming effective:

(i) the existing second amended and restated memorandum of association (the “Memorandum”) and articles of association (the “Articles”) be amended as follows:

a) clause 8 of the Memorandum be amended by deleting in its entirety and replacing it with the following new clause 8:

“8. The share capital of the Company is US$100,000,000 divided into (a) 800,000,000,000 class A ordinary shares of a nominal or par value of US$0.0001 each and (b) 200,000,000,000 class B ordinary shares of a nominal or par value of US$0.0001 each.”

b) Article 3(1) of the Articles be amended by deleting in its entirety and replacing it with the following new article 3(1):

“3. (1) The share capital of the Company at the date on which these Articles come into effect shall be divided into (a) 800,000,000,000 Class A Ordinary Shares of a par value of US$0.0001 each and (b) 200,000,000,000 Class B Ordinary Shares of a par value of US$0.0001 each.”

c) article 60(1) of the Articles be amended by deleting the words “ten (10)” and by replacing it with “five (5)”;

d) article 62(2) of the Articles be amended by deleting the words “in nominal value of the total issued voting shares in the Company” and replacing it with “of the total voting rights attached to the total issued voting shares”;

e) article 63 of the Articles be amended by deleting in its entirety and replacing it with the following new article 63:

“63. If within fifteen (15) minutes (or such longer time not exceeding one hour as the chairman of the meeting may determine to wait) after the time appointed for the meeting a quorum is not present, the meeting shall stand adjourned to the same time and place on the next day or to such time and place as the Board may determine. If at such adjourned meeting a quorum is not present within fifteen (15) minutes (or such longer time not exceeding one hour as the chairman of the meeting may determine to wait) after the time appointed for holding the meeting, the Member(s) present in person or by proxy or (in the case of a Member being a corporation) by its duly authorised representative shall form a quorum.”

(ii) the proposed third amended and restated memorandum and articles of association of the Company (the “Third Restated M&A”), the form of which is annexed as Exhibit A to the notice of the Meeting be adopted in their entirety and in substitution for and to the exclusion of the existing second amended and restated memorandum and articles of association of the Company with effect immediately upon the Increase of Authorized Share Capital taking effect; and

(iii) any one Director or officer of the Company be and is hereby authorised to do all things necessary to implement the adoption of the Third Restated M&A.

The Company’s Third Restated M&A is furnished herewith as Exhibit 3.1 to this report on Form 6-K.

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Exhibit Index

Exhibit No.		Description
Exhibit 3.1		Third Amended and Restated Memorandum and Articles of Association, effective on April 20, 2026

2 

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.

	Jianzhi Education Technology Group Company Limited
	By:	/s/ Yong Hu
	Name:	Yong Hu
	Title:	Director and Chief Executive Officer
Date: April 30, 2026

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FAQ

What corporate changes did Jianzhi Education Technology Group (JZ) shareholders approve?

Shareholders approved a Third Amended and Restated Memorandum and Articles of Association. The changes define authorised share capital, split between Class A and Class B ordinary shares, and refine quorum and adjournment rules for shareholder meetings to ensure meetings can proceed with adequate representation.

How is Jianzhi Education Technology Group’s authorised share capital structured now?

Authorised share capital is set at US$100,000,000. It is divided into 800,000,000,000 Class A ordinary shares and 200,000,000,000 Class B ordinary shares, each with a par value of US$0.0001, as specified in the newly approved memorandum and articles of association.

What did the Jianzhi (JZ) filing say about Class A and Class B ordinary shares?

The filing states there are 800,000,000,000 Class A ordinary shares and 200,000,000,000 Class B ordinary shares authorised. Both classes have a nominal or par value of US$0.0001 per share, forming part of the Company’s total authorised share capital of US$100,000,000.

How did Jianzhi Education Technology Group change its quorum rules for shareholder meetings?

If a quorum is not present within fifteen minutes after the scheduled start, the meeting is adjourned to the next day or another time and place. At the adjourned meeting, members present after the same waiting period constitute a quorum, with flexibility to wait up to one hour.

What document is attached to Jianzhi Education Technology Group’s April 2026 Form 6-K?

The filing attaches the Company’s Third Amended and Restated Memorandum and Articles of Association as Exhibit 3.1. This document, effective April 20, 2026, sets out the updated share capital structure and governance provisions approved at the extraordinary general meeting.

When did the new memorandum and articles for Jianzhi (JZ) become effective?

The Third Amended and Restated Memorandum and Articles of Association became effective on April 20, 2026. That date aligns with the extraordinary general meeting of shareholders where these updated governance and capital structure provisions were approved by the Company’s shareholders.

Filing Exhibits & Attachments

1 document

Other Documents

• EX-3.1 THIRD AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION, EFFECTIVE ON 377.5 KB