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Jianzhi Education (NASDAQ: JZ) plans ADS ratio change, cutting ADS count

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

Jianzhi Education Technology Group Company Limited plans to change the ratio of its American Depositary Shares so that each ADS will represent 1,800 class A ordinary shares instead of 60. The change is expected to take effect at the beginning of trading on July 6, 2026, U.S. Eastern Time.

For ADS holders, the company states this will have the same effect as a reverse ADS split, with every 30 existing ADSs exchanged for one new ADS. The number of outstanding ADSs is expected to decrease from 32,090,832 to approximately 1,069,695, while the underlying ordinary shares will not be issued or canceled.

The ADSs will continue trading on Nasdaq under the symbol JZ with a new CUSIP. No fractional ADSs will be issued; instead, fractional entitlements will be aggregated and sold, with net cash proceeds distributed by the depositary bank. Jianzhi expects the ADS trading price to increase proportionally but gives no assurance on the post-change price level.

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Insights

Jianzhi consolidates ADSs via ratio change without altering underlying shares.

Jianzhi Education is implementing an ADS ratio change so each ADS represents 1,800 class A ordinary shares instead of 60. This functions like a reverse ADS split, reducing outstanding ADSs from 32,090,832 to approximately 1,069,695 while leaving the ordinary shares unchanged.

The company notes ADS holders must exchange every 30 existing ADSs for one new ADS. No fractional ADSs will be issued; the depositary will sell aggregated fractions and remit net cash. Jianzhi expects the ADS trading price to rise proportionally after July 6, 2026, though it provides no assurance on the exact price outcome.

Current ADS ratio 1 ADS = 60 class A ordinary shares Before ADS Ratio Change
New ADS ratio 1 ADS = 1,800 class A ordinary shares After ADS Ratio Change
Outstanding ADSs before 32,090,832 ADSs Outstanding ADSs prior to change
Outstanding ADSs after Approximately 1,069,695 ADSs Expected ADSs after change
Effective date July 6, 2026 Beginning of trading, U.S. Eastern Time
Exchange ratio for holders 30 existing ADSs for 1 new ADS Holder exchange requirement on Effective Date
New CUSIP 47737L401 Assigned due to ADS Ratio Change
American Depositary Shares financial
"change the ratio of its American Depositary Shares (“ADSs”)"
American depositary shares (ADSs) are a way for investors in the United States to buy shares of foreign companies without dealing with international markets directly. They represent ownership in a foreign company's stock and are traded on U.S. stock exchanges, making it easier for American investors to buy, sell, and own parts of companies from around the world.
ADS Ratio Change financial
"one thousand and eight hundred (1,800) class A ordinary shares(the “ADS Ratio Change”)"
An ads ratio change is an adjustment to how many American Depositary Shares (ADS) represent one unit of a foreign company’s ordinary shares — like changing whether a cake is cut into 2 or 10 slices. Investors care because it alters the number of tradable ADS, the implied price per ADS and an investor’s ownership stake, which can affect liquidity, perceived value and comparisons of holdings across markets.
reverse ADS split financial
"will have the same effect as a one-for-fifty reverse ADS split"
A reverse ADS split is a corporate action that combines multiple American Depositary Shares (ADS) into a smaller number of ADS, so each new ADS represents more underlying ordinary shares and the price per ADS rises proportionally. Think of merging several small coins into one bigger coin: your total value stays the same, but the share count and per‑share price change, which can affect trading liquidity, index inclusion, and investor perception of the stock.
depositary bank financial
"The Bank of New York Mellon, as the depositary bank for Jianzhi’s ADSs"
A depositary bank is a financial institution that holds and safeguards a company's or investor’s securities, such as stocks or bonds, in a secure account. It acts like a digital safe, ensuring that ownership records are accurate and that transactions are processed smoothly. For investors, it provides confidence that their investments are protected and correctly recorded, making buying, selling, or transferring securities reliable and efficient.
CUSIP number financial
"a new CUSIP number 47737L401 has been assigned as a result"
A CUSIP number is a nine-character code that uniquely identifies a specific U.S. or Canadian stock, bond, or other security, similar to a barcode or a social-security number for a financial instrument. It matters to investors because it removes confusion between similar securities, ensures trades and settlements are applied to the correct issue, and helps locate official documents and transaction records quickly.
forward-looking statements regulatory
"contains statements that may constitute “forward-looking” statements"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
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Learn about SEC filing dates

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934

 

For the month of July 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

 

 

 

 

 

EXHIBIT INDEX

 

Exhibit
Number
  Description
99.1   Press Release

 

1

 

 

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: July 1, 2026    

 

2

 

Exhibit 99.1

 

Jianzhi Education Announces Plan to Implement ADS Ratio Change

 

BEIJING, July 1, 2026 —  Jianzhi Education Technology Group Company Limited (the “Company” or “Jianzhi”) (NASDAQ: JZ), a leading provider of digital educational content in China, today announced that it plans to change the ratio of its American Depositary Shares (“ADSs”) from current one (1) ADS representing sixty (60) class A ordinary shares to one (1) ADS representing one thousand and eight hundred (1,800) class A ordinary shares(the “ADS Ratio Change”). The ADS Ratio Change is expected to become effective at the beginning of trading on July 6, 2026, U.S. Eastern Time (the “Effective Date”)

 

For Jianzhi’s ADS holders, the ADS Ratio Change will have the same effect as a one-for-fifty reverse ADS split. Each ADS holder of record on the Effective Date will be required to surrender and exchange every thirty (30) existing ADSs then held for one (1) new ADS. The Bank of New York Mellon, as the depositary bank for Jianzhi’s ADSs, will arrange for the exchange of the current ADSs for the new ones. The ADS Ratio Change will reduce the number of outstanding ADSs of the Company from 32,090,832 to approximately 1,069,695. Jianzhi’s ADSs will continue to be traded on the Nasdaq Stock Exchange under the symbol “JZ” and a new CUSIP number 47737L401 has been assigned as a result of the ADS Ratio Change.

 

No fractional new ADSs will be issued in connection with the ADS Ratio Change. Instead, fractional entitlements to new ADSs will be aggregated and sold by the depositary bank, and the net cash proceeds from the sale of the fractional ADS entitlements (after deduction of fees, taxes, and expenses, where applicable) will be distributed to the applicable ADS holders by the depositary bank. The ADS Ratio Change will have no impact on Jianzhi’s underlying ordinary shares, and no ordinary shares will be issued or canceled in connection with the ADS Ratio Change.

 

As a result of the ADS Ratio Change, Jianzhi’s ADS trading price is expected to increase proportionally, although the Company can give no assurance that the ADS trading price after the ADS Ratio Change will be equal to or greater than three times the ADS trading price before the change.

 

About Jianzhi Education Technology Group Company Limited

 

Headquartered in Beijing and established in 2011, Jianzhi is a leading provider of digital educational content in China and has been committed to developing educational content to fulfill the massive demand for high-quality, professional development training resources in China. Jianzhi started operations by providing educational content products and IT services to higher education institutions. Jianzhi also provides products to individual customers. Leveraging its strong capabilities in developing proprietary professional development training content and success in consolidating educational content resources within the industry, Jianzhi has successfully built up a comprehensive, multi-dimensional digital educational content database which offers a wide range of professional development products. Jianzhi embed proprietary digital education content into the self-developed online learning platforms, which are provided to a wide range of customers through its omni-channel sales system. Jianzhi is also fully committed to the digitalization and informatization of the education sector in China. For more information, please visit: www.jianzhi-jiaoyu.com. 

 

Safe Harbor Statement

 

This press release (the “Press Release”) contains statements that may constitute “forward-looking” statements pursuant to the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “aims,” “future,” “intends,” “plans,” “believes,” “estimates,” “likely to,” and similar statements. Statements that are not historical facts, including statements about the Company’s beliefs, plans, and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. Further information regarding these and other risks is included in the Company’s filings with the SEC. All information provided in this Press Release is as of the date of this Press Release, and the Company does not undertake any obligation to update any forward-looking statement, except as required under applicable law.

 

For investor and media inquiries, please contact:

 

Jianzhi Education Technology Group

Corporate Communications

Phone: +86 10 5873 2560

Email: jianzhi@jiuye.net

 

FAQ

What ADS ratio change did Jianzhi Education (JZ) announce?

Jianzhi Education announced it will change its ADS ratio so each ADS represents 1,800 class A ordinary shares, up from 60. This effectively consolidates existing ADSs into fewer units without altering the total number of underlying ordinary shares.

When will Jianzhi Education’s ADS ratio change become effective?

The ADS ratio change is expected to become effective at the beginning of trading on July 6, 2026, U.S. Eastern Time. ADS holders of record on that effective date will participate in the exchange of existing ADSs for new ADSs under the revised ratio.

How will the ADS ratio change affect Jianzhi Education (JZ) ADS holders?

Each Jianzhi ADS holder must surrender and exchange every 30 existing ADSs for one new ADS. No fractional ADSs will be issued; fractional entitlements will be aggregated, sold by the depositary, and net cash proceeds distributed to affected ADS holders after fees and taxes.

Does Jianzhi Education’s ADS ratio change affect its ordinary shares?

The ADS ratio change does not impact Jianzhi’s underlying ordinary shares. No ordinary shares will be issued or canceled in connection with the change, meaning the company’s total ordinary share capital remains the same despite fewer ADSs outstanding afterward.

How many Jianzhi Education ADSs will be outstanding after the ratio change?

The company expects its outstanding ADSs to decrease from 32,090,832 to approximately 1,069,695 after the ratio change. This reduction reflects the exchange of multiple existing ADSs into a single new ADS, without changing the total underlying ordinary shares.

Will Jianzhi Education’s ADS trading symbol or CUSIP change?

Jianzhi’s ADSs will continue trading on the Nasdaq Stock Exchange under the symbol JZ. However, a new CUSIP number, 47737L401, has been assigned as a result of the ADS ratio change to distinguish the new ADSs from the prior ones.

Filing Exhibits & Attachments

1 document