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Paranovus Entertainment (PAVS) OKs more Class B shares and 1:5,000 consolidation

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

Rhea-AI Filing Summary

Paranovus Entertainment Technology Limited reported that shareholders approved several major capital structure changes at an extraordinary general meeting held on February 18, 2026.

Investors approved a capital reduction, a Capital Increase Proposal creating 49,000,000 additional Class B ordinary shares of US$0.000001 par value each, and a Share Consolidation Proposal authorizing the board to implement share consolidations at an exchange ratio of up to 1-for-5,000 within two years.

Voting support was strong across all three proposals, with over four million votes cast in favor of both the capital reduction and the share consolidation, and more than 3.7 million votes backing the capital increase.

Positive

  • None.

Negative

  • Significant increase in high-vote Class B share capacity – Authorized Class B ordinary shares rise from 1,000,000 to 50,000,000, adding 49,000,000 shares with 80 votes each, which could materially affect future voting power and dilution if issued.

Insights

Shareholders backed large increases in high-vote share capacity and a sizable potential reverse split.

Paranovus Entertainment Technology Limited obtained shareholder approval for three linked moves: a capital reduction, a large increase in authorized Class B ordinary shares, and broad authority to execute a major share consolidation at the board’s discretion.

The Capital Increase Proposal lifts authorized Class B ordinary shares from 1,000,000 to 50,000,000, adding 49,000,000 Class B shares, each carrying 80 votes. This significantly expands potential future issuance of high-vote equity, which can alter voting dynamics if those shares are issued.

The Share Consolidation Proposal allows consolidations at ratios up to 1-for-5,000 over two years following the 2026 extraordinary meeting. Such authority is often used to manage share price levels or share counts, but the exact timing, ratios, and effects will depend on future board decisions and any subsequent corporate actions.

  

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 February 2026

 

PARANOVUS ENTERTAINMENT TECHNOLOGY LIMITED

(Exact name of registrant as specified in its charter)

 

250 Park Avenue, 7th Floor

New York, NY 10017

(Address of Principal Executive Office)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form40-F.

 

Form 20-F  ☒      Form 40-F  ☐

 

 

 

 

Submission of Matters to a Vote of Security Holders.

 

Paranovus Entertainment Technology Limited (the “Company”) held an extraordinary meeting of shareholders (“EGM”) at 10:00 a.m. EDT on February 18, 2026 at its principal executive offices in 250 Park Avenue, 7th Floor, New York, NY 10017. Shareholders of Class A and Class B ordinary shares voted by proxy or at the meeting. There were shareholders of 57.53% out of a total votes of 3,500,032 Class A ordinary shares (representing  3,500,032 votes) and 46,123 Class B ordinary shares (representing 3,689,840 votes) and therefore constituting a quorum of more than one third of the shares outstanding and entitled to vote at the meeting as of the record date of January 21, 2026. Each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to eighty (80) votes. The final voting results for each matter submitted to a vote of shareholders at the meeting are as follows:

 

1.

that the following constitutes the number of shares voted with respect to the special resolution of the shareholders to approve, to reduce the share capital of the Company (the “Capital Reduction”), supported by a solvency statement in accordance with sections 14A and 14B of the Companies Act (as revised) of the Cayman Islands from:

 

(a) US$3,351,500,000 divided into 3,350,000,000 Class A ordinary shares of US $1.00 par value each and 1,000,000 Class B ordinary shares of a par value of US $1.00 each, and 500,000 preferred shares of a par value of US $1.00 each,

 

to:

 

(b) US$3,351.5 divided into 3,350,000,000 Class A ordinary shares of US $0.000001 par value each and 1,000,000 Class B ordinary shares of a par value of US $0.000001 each, and 500,000 preferred shares of a par value of US $0.000001 each, 

 

by the Company effecting a share capital reduction to the par value of each authorised (including issued and unissued) share, at a ratio of one million-to-one, with no cancellation or redemption of shares, no alteration to the number of shares in issue, no return of capital to shareholders and no extinguishment or reduction of any unpaid liability in respect of any shares, such that the par value of each authorized (including issued and unissued) share forming the Company’s share capital is decreased from US $1.00 to US $0.00001, having the rights and being subject to the restrictions set out in the Sixth Amended and Restated Memorandum of Association of the Company (the “Capital Reduction Proposal”);

 

For

 

Against

 

Abstain

4,035,110

95,272

6,240

 

 

Accordingly, the Capital Reduction Proposal has been approved.

 

 

2.

That the following constitutes the votes with respect to the ordinary resolution of the shareholders to approve to further increase the share capital of the Company (the “Capital Increase”) from:

 

(i) US$3,351.5 divided into 3,350,000,000 Class A ordinary shares of US$0.000001 par value each and 1,000,000 Class B ordinary shares of a par value of US $0.000001 each, and 500,000 preferred shares of a par value of US $0.000001 each,

 

to:

 

(ii) US$3,400.5 divided into 3,350,000,000 Class A ordinary shares of US$0.000001 par value each and 50,000,000 Class B ordinary shares of a par value of US $0.000001 each, and 500,000 preferred shares of a par value of US $0.000001 each,

 

by creating an additional number of Class B ordinary shares, in amount of 49,000,000 Class B ordinary shares, each with a par value of US $0.000001 (the “Capital Increase Proposal”):

 

For

 

Against

 

Abstain

3,732,419

86,475

555

  

 

Accordingly, the Capital Increase Proposal has been approved. 

 

 

3.

that the following constitutes the number of shares voted with respect to the ordinary resolution of the shareholders to approve to amend and restate in full the residual prior shareholders’ resolution adopted in the extraordinary general meeting held on November 26, 2025, so that, following implementation of such revised approval, the board of directors will be authorized to amend the Company’s authorized share capital by way of a consolidation (“Share Consolidation”) at an aggregate exchange ratio of up to one-for-five thousand (1:5,000) such that the number of authorized, issued and outstanding shares is decreased by the applicable ratio and the par value of each authorized, issued and outstanding ordinary share is increased by the same ratio, as applicable, with each Share Consolidation to be effected at such time or times, and at the precise consolidation ratio or ratios in each case as determined by the Directors in their absolute discretion within two (2) years following the date of the 2026 Extraordinary Meeting (the “Share Consolidation Proposal”):

 

For

 

Against

 

Abstain

4,003,437

 

130,051

 

3,134

 

 

Accordingly, the Share Consolidation Proposal has been approved.  

 

 

2

 

 

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.

 

 

Paranovus Entertainment Technology Limited

 

 

 

 

 

Date: February 18, 2026

By:

/s/ Xiaoyue Zhang

 

 

 

Xiaoyue Zhang

Chief Executive Officer

 

 

 

3

 

FAQ

What did Paranovus Entertainment Technology Limited (PAVS) shareholders approve at the February 2026 EGM?

Shareholders approved a capital reduction, a Capital Increase Proposal adding 49,000,000 Class B ordinary shares, and a Share Consolidation Proposal authorizing reverse consolidations up to 1-for-5,000 within two years, giving the board broad flexibility over the company’s capital structure.

How many additional Class B shares did Paranovus Entertainment (PAVS) authorize?

The Capital Increase Proposal authorizes 49,000,000 additional Class B ordinary shares, each with a par value of US$0.000001. This raises total authorized Class B shares from 1,000,000 to 50,000,000, substantially expanding the potential pool of high-vote equity the company may issue in the future.

What is the share consolidation ratio approved by Paranovus Entertainment (PAVS) shareholders?

Shareholders approved a Share Consolidation Proposal permitting consolidations at an exchange ratio of up to 1-for-5,000. This means the board can later reduce the number of authorized, issued and outstanding shares and increase par value by the same ratio, at its discretion within two years.

Over what period can Paranovus Entertainment (PAVS) implement the approved share consolidation?

The board may implement one or more share consolidations within two years following the date of the 2026 extraordinary meeting. Consolidations can occur at different times and ratios, up to a maximum of 1-for-5,000, as determined by the directors in their absolute discretion.

How many votes did Paranovus Entertainment (PAVS) shareholders cast for the capital increase?

The Capital Increase Proposal received 3,732,419 votes for, 86,475 against, and 555 abstentions. This strong support cleared the way to expand authorized Class B ordinary shares to 50,000,000, significantly increasing potential issuance capacity for this high-vote share class.

What voting power do Paranovus Entertainment (PAVS) Class B shares carry?

Each Class B ordinary share carries 80 votes, while each Class A ordinary share carries one vote. At the extraordinary meeting, 46,123 Class B shares represented 3,689,840 votes, underscoring how Class B shares can exert substantial influence relative to their number of shares outstanding.
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