Paranovus sells Class B shares to chair’s affiliate

Paranovus Entertainment Technology Ltd. entered into a securities purchase agreement with Happy Group Inc., an entity wholly owned by Chairwoman Minzhu Xu.

Rhea-AI Filing Summary

Paranovus Entertainment Technology Ltd. entered into a securities purchase agreement with Happy Group Inc., an entity wholly owned by Chairwoman Minzhu Xu. The affiliate purchased 20,000 Class B ordinary shares at US$3.2 per share, a price equal to 150% of the March 31, 2026 Nasdaq closing price of the Class A ordinary shares, generating US$64,000 in gross proceeds. The Class B shares were issued under Regulation S, and the transaction closed on April 1, 2026 after audit committee approval. Following the transaction, Minzhu Xu, through Happy Group Inc., beneficially owns 333 Class A shares and 23,836 Class B shares, representing approximately 67% of the aggregate voting power of the Company’s outstanding ordinary shares.

Key Figures

Class B shares issued: 20,000 shares Issue price per share: US$3.2 per share Gross proceeds: US$64,000 +5 more

8 metrics

Class B shares issued 20,000 shares Issued to Happy Group Inc. under Securities Purchase Agreement

Issue price per share US$3.2 per share Price for Class B ordinary shares under agreement

Gross proceeds US$64,000 Total proceeds from sale of 20,000 Class B shares

Premium to Class A price 150% Issue price vs March 31, 2026 Class A closing price

Chairwoman Class A holdings 333 shares Class A ordinary shares beneficially owned after transaction

Chairwoman Class B holdings 23,836 shares Class B ordinary shares beneficially owned after transaction

Aggregate voting power approximately 67% Voting power of outstanding ordinary shares after transaction

Par value per share US$0.000012 Par value of Class A and Class B ordinary shares

Key Terms

securities purchase agreement, Regulation S, beneficially owns, aggregate voting power, +1 more

5 terms

securities purchase agreement financial

"entered into a securities purchase agreement (the “Securities Purchase Agreement”) with Happy Group Inc."

A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.

Regulation S regulatory

"The 20,000 Class B Ordinary Shares are issued in accordance with Regulation S under the Securities Act of 1933"

Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.

beneficially owns financial

"Minzhu Xu, through Happy Group Inc., beneficially owns 333 Class A Ordinary Shares and 23,836 Class B Ordinary Shares"

Beneficially owns means a person or entity enjoys the economic benefits and control of a security even if the legal title or registration is held in another name. Think of it like having the keys and profits from a car that is registered to a friend: you use it, benefit from it, and make decisions about it even though the official paperwork lists someone else. For investors, this matters because it reveals who truly controls shares, affects voting power, potential conflicts of interest, and regulatory disclosure obligations.

aggregate voting power financial

"representing approximately 67% of the aggregate voting power of the Company’s outstanding Ordinary Shares"

Ordinary Shares financial

"Class A ordinary shares of the Company, par value $0.000012 each (“Class A Ordinary Shares”, collectively with Class B Ordinary Shares, the “Ordinary Shares”)"

Ordinary shares are a type of ownership stake in a company, giving shareholders a right to participate in the company’s profits and decision-making through voting. They are similar to owning a piece of a business, and their value can rise or fall based on the company's performance. Investors buy ordinary shares to potentially earn dividends and benefit from the company's growth over time.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What transaction did Paranovus (PAVS) report in its April 2026 Form 6-K?

Paranovus reported a related-party share sale to Happy Group Inc., wholly owned by its Chairwoman. The company issued 20,000 Class B ordinary shares at US$3.2 per share, providing US$64,000 in gross proceeds and increasing the chairwoman’s voting power stake.

How many shares did Happy Group Inc. buy from Paranovus (PAVS) and at what price?

Happy Group Inc. agreed to buy 20,000 Class B ordinary shares from Paranovus at a price of US$3.2 per share. This price equals 150% of the March 31, 2026 Nasdaq closing price of the company’s Class A ordinary shares.

How much cash did Paranovus (PAVS) raise from the Class B share issuance?

Paranovus raised gross proceeds of US$64,000 from issuing 20,000 Class B ordinary shares at US$3.2 per share. The transaction was completed on April 1, 2026 and was approved by the company’s audit committee the same day.

How did the transaction affect Chairwoman Minzhu Xu’s voting power in Paranovus (PAVS)?

After the transaction, Chairwoman Minzhu Xu, through Happy Group Inc., beneficially owns 333 Class A and 23,836 Class B ordinary shares. This combined position represents approximately 67% of the aggregate voting power of Paranovus’s outstanding ordinary shares.

Under which securities law exemption were Paranovus (PAVS) Class B shares issued?

The 20,000 Class B ordinary shares sold to Happy Group Inc. were issued in accordance with Regulation S under the U.S. Securities Act of 1933. Regulation S provides a framework for offerings made outside the United States to non-U.S. persons.

Who approved the related-party share purchase between Paranovus (PAVS) and Happy Group Inc.?

The entry into the securities purchase agreement and the completion of the related-party transaction were approved by Paranovus’s audit committee on April 1, 2026. The transaction then closed the same day, with Class B shares issued under Regulation S.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/02/2026 - 08:45 AM EDT Learn about SEC filing dates

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: 001-39098

PARANOVUS ENTERTAINMENT TECHNOLOGY LIMITED

250 Park Avenue, 7^th 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 Form 40-F:

Form 20-F ☒     Form 40-F ☐

Entry Into Material Definitive Agreements

On April 1, 2026, Paranovus Entertainment Technology Ltd. (the “Company”), entered into a securities purchase agreement (the “Securities Purchase Agreement”) with Happy Group Inc., a Cayman Islands company and an existing shareholder of the Company, which is wholly owned by the Company’s Chairwoman of the board of directors, Minzhu Xu (“Affiliate”). Pursuant to the Securities Purchase Agreement, the Affiliate agreed to subscribe for and purchase from the Company, and the Company agreed to issue and sell to the Affiliate, an aggregate of 20,000 Class B ordinary shares of the Company, par value US$0.000012 per share (“Class B Ordinary Shares”), for a purchase price of US$3.2 per share, representing 150% of the closing price of the Class A ordinary shares of the Company, par value $0.000012 each (“Class A Ordinary Shares”, collectively with Class B Ordinary Shares, the “Ordinary Shares”), as of March 31, 2026, as reported on Nasdaq.com. The gross proceeds from this offering are $64,000. The 20,000 Class B Ordinary Shares are issued in accordance with Regulation S under the Securities Act of 1933, as amended.

The transaction contemplated by the Securities Purchase Agreement was closed on April 1, 2026. The entry into the Securities Purchase Agreement and the consummation of the transaction contemplated thereby have been approved by the Company’s audit committee of the board of directors on April 1, 2026.

Immediately following the closing of the transaction contemplated by the Securities Purchase Agreement, Minzhu Xu, through Happy Group Inc., beneficially owns 333 Class A Ordinary Shares and 23,836 Class B Ordinary Shares, representing approximately 67% of the aggregate voting power of the Company’s outstanding Ordinary Shares.

The foregoing summary of the Securities Purchase Agreement is subject to, and qualified in its entirety by, such document. A copy of the Securities Purchase Agreement is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

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SIGNATURES

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.

	Paranovus Entertainment Technology Limited
Date: April 1, 2026	By:	/s/ Xiaoyue Zhang
	Name:	Xiaoyue Zhang
	Title:	Chief Executive Officer

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EXHIBIT INDEX

Exhibit No.		Description
10.1		Securities Purchase Agreement dated April 1, 2026 by and between Paranovus Entertainment Technology Group LTD and Happy GROUP Inc

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Filing Exhibits & Attachments

1 document

Agreements & Contracts

• EX-10.1 SECURITIES PURCHASE AGREEMENT 229.9 KB