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Lucas GC Limited (LGCL) has called an extraordinary general meeting on October 2, 2026 to seek shareholder approval and ratification of an extensive share capital restructuring and related charter changes. The key item is ratifying a previously implemented 125‑for‑1 share consolidation of both Class A and Class B ordinary shares that took effect on September 1, 2026, which reduced authorized shares from 2,475,000,000 to 19,800,000 for Class A and from 25,000,000 to 200,000 for Class B, while increasing par value to US$0.025.
Shareholders are also asked to approve a capital reduction and reclassification that would cut par value on all issued shares from US$0.025 to US$0.00001, transfer the US$0.02499 per share credit into a distributable reserve (including for eliminating accumulated losses), subdivide unissued shares, and expand authorized capital to 50,000,000,000 ordinary shares (49.5 billion Class A and 500 million Class B). A separate proposal would authorize future conditional reverse share consolidations at ratios of 10‑for‑1, 20‑for‑1, 50‑for‑1 or 80‑for‑1, triggered by specified sustained price ranges below US$1.00, with corresponding adjustments to authorized capital, designed to help maintain compliance with Nasdaq’s minimum bid‑price rules.
Lucas GC Ltd (LGCL) reported that Chief Executive Officer and director Lee Howard Ming Wah, who is also a ten percent owner, indirectly acquired 2,360 Class B ordinary shares on September 9, 2026 as a grant or award under the Lucas GC Limited Amended and Restated 2024 Equity Incentive Plan.
The shares are held indirectly through HTL Lucky Holding Limited, a British Virgin Islands company that is a wholly owned subsidiary of HTL Star Holding Limited, which is wholly owned by Mr. Lee. Each Class B ordinary share is convertible into one Class A ordinary share at any time at the holder’s option by written notice to the company, and the Class B shares do not have an expiration date. No Rule 10b5-1 trading plan is reported for this transaction.
Lucas GC Limited (LGCL) will implement a 125-for-1 share consolidation of all issued and unissued Class A and Class B ordinary shares on September 1, 2026. Following the change, the authorized share capital will be US$50,000, divided into 20,000,000 shares of US$0.025 par value each, comprising 19,800,000 Class A and 200,000 Class B ordinary shares.
The consolidation affects all shareholders uniformly and does not change any holder’s percentage ownership; fractional entitlements will be rounded up to the nearest whole share. Lucas expects its Class A ordinary shares to begin trading on Nasdaq on a consolidation-adjusted basis on September 1, 2026, with new CUSIP G57037122. Cayman counsel has advised that the consolidation and amended and restated memorandum and articles of association may need shareholder approval and ratification at a general meeting.
Lucas GC Ltd received an amended beneficial ownership report from Howard Lee and affiliated British Virgin Islands entities HTL Star Holding Limited and HTL Lucky Holding Limited. The group reports beneficial ownership of 1,190,718 Class A ordinary shares, with sole voting and dispositive power over these shares and no shared power.
This holding represents 2.8% of Lucas GC’s Class A ordinary shares, based on 42,790,404 shares outstanding (excluding 2,406 treasury shares) as of April 20, 2026, as reported in the company’s Form 20-F. The amendment is characterized as an exit filing, as each reporting person has ceased to be the beneficial owner of more than 5.0% of the issuer’s total ordinary shares outstanding.
Lucas GC Limited entered into an At the Market Offering Agreement with Pacific Century Securities, LLC, establishing an at-the-market offering program under which the company may, at its discretion, sell Class A ordinary shares with an aggregate offering price of up to US$25.0 million. Sales will be made through or to the agent as sales agent or principal under an effective Form F-3 registration statement and a related prospectus supplement filed in August 2026.
The agent will use commercially reasonable efforts to place the shares via methods deemed at-the-market, including transactions on The Nasdaq Capital Market or other existing trading markets. Lucas GC will pay the agent a 3.5% placement fee on gross sales proceeds and reimburse specified expenses, including up to US$100,000 of initial accountable expenses and up to US$10,000 per year starting December 31, 2026. The company is not obligated to sell any shares, and the program ends when all shares are sold or the agreement is terminated. Net proceeds from any share issuances are intended for general corporate purposes, including working capital, capital expenditures and potential acquisitions or strategic investments.
Lucas GC Limited is establishing an at-the-market equity program to sell up to $25,000,000 of Class A ordinary shares on Nasdaq through Pacific Century Securities as sales agent and/or principal. The agent earns a 3.5% commission on gross proceeds and is not obligated to sell a minimum amount.
The company is a Cayman holding company with operations conducted mainly through PRC and Hong Kong subsidiaries, and highlights significant legal and operational risks tied to PRC regulation, CSRC filing requirements for overseas offerings, cybersecurity oversight, and potential trading prohibitions under the Holding Foreign Companies Accountable Act. Lucas GC reports 2025 revenue of RMB1,042.3 million (US$149.0 million) and net income of RMB9.9 million (US$1.4 million), with most 2025 revenue from outsourcing services. It intends to use any ATM proceeds for general corporate purposes, including working capital and potential future investments.
Lucas GC Limited reports a leadership change in its technology function. Effective July 30, 2026, Mr. Harry Tang will step down from his role as chief technology officer to become a senior advisor to the company. The change is described as being for personal reasons and not due to any disagreement regarding operations, policies, or practices. In his new role, Mr. Tang will continue supporting the implementation and commercialization of the company’s patent portfolio and technologies developed by founder, chief executive officer and chairman Mr. Howard Lee and executive director Dr. Wang-chan Wong across various industry applications and verticals.
Lucas GC Limited has ended its previously announced equity financing plans, including a US$20.0 million at-the-market share offering program and a proposed public offering of Class A ordinary shares, ordinary warrants and pre-funded warrants, after reassessing market conditions, capital structure and expected financing costs.
No securities were issued or sold under either program. The company says it will keep flexibility under its existing financing arrangements and continue evaluating other financing alternatives and capital planning initiatives to support its long-term growth, liquidity and shareholder value.
Lucas GC Limited is pursuing a securities offering of Class A Ordinary Shares, Pre-Funded Warrants and Ordinary Warrants, as described in a preliminary prospectus supplement dated (subject to completion).
The company also disclosed an at-the-market offering program under which it may sell up to $20.0 million of Class A Ordinary Shares through Maxim Group LLC. The prospectus notes Nasdaq listing (LGCL), 42,790,404 Class A Ordinary Shares outstanding, a June 18, 2026 closing price of $1.78, and detailed disclosure of material PRC regulatory and cross-border risks, including CSRC filing obligations and HFCA Act considerations.
Lucas GC Limited filed a prospectus supplement for an at‑the‑market offering to sell Class A ordinary shares having an aggregate offering price of up to $20,000,000 through Maxim Group LLC as agent, pursuant to a Sales Agreement dated June 3, 2026. Sales may occur from time to time on Nasdaq or otherwise, with the Agent receiving a 3.0% commission; sales are “at the market” and timing and amounts are at the company’s discretion. The prospectus notes material China‑related regulatory and operational risks, summarizes historical results (2025 revenue RMB1,042.3 million / $149.0 million, net income RMB9.9 million / $1.4 million) and discloses recent financing including a Private Placement of 40,000,000 Class A shares at $1.00 per share for gross proceeds of $40.0M.