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Erayak Power Solution (NASDAQ: RAYA) OKs deep par cut, 5B share authorization

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

Rhea-AI Filing Summary

ERAYAK Power Solution Group Inc. reports that shareholders approved several capital structure changes and governance updates at an extraordinary general meeting held on July 9, 2026 (Beijing Time). As of the June 11, 2026 record date, 1,005,618 Class A shares with one vote each and 49,092 Class B shares with twenty votes each were outstanding, representing 1,987,458 votes; approximately 51% of these votes were present, constituting a quorum.

Shareholders approved a Share Capital Reduction and Reorganization that lowers the par value of each Class A and Class B share from US$0.22 to US$0.00001, transfers the resulting credit to a distributable reserve, and resets authorized capital to US$10,000 divided into 1,000,000,000 ordinary shares of par value US$0.00001. They then approved increasing authorized share capital to US$50,000 divided into 5,000,000,000 ordinary shares of par value US$0.00001, and adopted a sixth amended and restated memorandum and articles of association. An adjournment proposal was also approved but not used because all primary proposals passed.

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Insights

Shareholders approved major capital reorganization and a large increase in authorized shares.

ERAYAK Power Solution Group Inc. obtained shareholder approval to reduce share par value from US$0.22 to US$0.00001 and to transfer the resulting capital credit into a distributable reserve. This kind of restructuring can give the board more flexibility in how it manages accumulated losses or future distributions within legal limits.

The company also increased authorized capital from US$10,000 (1,000,000,000 shares of par value US$0.00001) to US$50,000 (5,000,000,000 shares of the same par value). While this does not itself issue new shares, it permits substantially more future issuance, which could affect ownership percentages if used. Adoption of the sixth amended and restated memorandum and articles of association aligns the governing documents with these changes.

Record date share count 1,005,618 Class A; 49,092 Class B shares Issued and outstanding as of the June 11, 2026 record date
Total voting power 1,987,458 votes Votes entitled to be cast at the extraordinary general meeting
Votes represented at meeting 1,013,244 votes (~51%) Votes present in person or by proxy, constituting quorum
New par value per share US$0.00001 Par value of each Class A and Class B ordinary share after capital reduction
Capital reduction per share US$0.21999 Paid-up capital cancelled on each share and credited to a distributable reserve
Post-reorg authorized capital (step 1) US$10,000; 1,000,000,000 shares Initial structure after Share Capital Reduction and Reorganization
Final authorized capital US$50,000; 5,000,000,000 shares After Share Capital Increase to 4.5B Class A and 500M Class B shares
Votes for Proposal 1 1,005,314 for; 8,217 against; 256 abstain Share Capital Reduction and Reorganization special resolution
Share Capital Reduction and Reorganization financial
"the following (together, the “Share Capital Reduction and Reorganization”)"
distributable reserve account financial
"the credit arising from the Share Capital Reduction be transferred to a distributable reserve account"
Subdivision financial
"each authorized but unissued class A ordinary share ... be subdivided into 22,000 class A ordinary shares"
authorized share capital financial
"the authorized share capital of the Company be altered by the cancellation of such number of excess"
The maximum number of shares a company is legally allowed to issue according to its governing documents. Think of it as the size of the blank checkbook a company keeps for selling ownership stakes: it sets an upper limit but does not mean all shares are in circulation. Investors care because a larger authorized amount makes it easier for the company to raise money or grant stock-based pay, which can dilute existing holdings and affect control and value per share.
Sixth Amended and Restated Memorandum and Articles of Association regulatory
"the substitution in their place with the sixth amended and restated memorandum and articles of association"
Adjournment Proposal regulatory
"the adjournment of the Meeting for any purpose, including to solicit additional proxies"
An adjournment proposal is a formal request made at a shareholder or board meeting to pause the meeting and reconvene at a later date or time. It matters to investors because it postpones votes and decisions, giving parties extra time to gather information, solicit support, negotiate alternatives or introduce new options — like hitting pause on a group decision to wait for more facts, which can alter outcomes and market reactions.
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FAQ

What did ERAYAK Power Solution Group Inc. (RAYA) shareholders approve at the July 2026 extraordinary meeting?

Shareholders approved share capital reduction and reorganization, a major increase in authorized share capital, and a sixth amended and restated memorandum and articles of association. An adjournment proposal was also approved but ultimately not used.

How did ERAYAK (RAYA) change the par value of its shares?

The company reduced the par value of each Class A and Class B share from US$0.22 to US$0.00001. The US$0.21999 per share capital reduction will be credited to a distributable reserve for uses permitted by Cayman Islands law.

What is ERAYAK (RAYA)’s new authorized share capital after the July 2026 approvals?

Following the approvals, authorized share capital is US$50,000, divided into 5,000,000,000 ordinary shares of par value US$0.00001 each, comprising 4,500,000,000 Class A and 500,000,000 Class B ordinary shares.

How many votes were represented at ERAYAK (RAYA)’s July 2026 extraordinary general meeting?

Holders of 31,404 Class A and 49,092 Class B shares were present or represented by proxy, for a total of 1,013,244 votes, about 51% of votes entitled to be cast, satisfying quorum requirements.

What were the voting results for ERAYAK (RAYA)’s share capital reduction and reorganization proposal?

The special resolution on the Share Capital Reduction and Reorganization received 1,005,314 votes for, 8,217 against, and 256 abstentions, and was therefore approved by shareholders at the meeting.

How did ERAYAK (RAYA) shareholders vote on increasing authorized share capital?

The ordinary resolution to increase authorized share capital to US$50,000 (5,000,000,000 shares) passed with 1,005,186 votes for, 8,579 against, and 22 abstentions, effective after the capital reduction and reorganization.

What governance document changes did ERAYAK (RAYA) adopt at the extraordinary meeting?

Shareholders approved a special resolution to adopt the Sixth Amended and Restated Memorandum and Articles of Association, with 1,007,222 votes for, aligning the company’s governing documents with the new capital structure.

 

 

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 July 2026

 

Commission File Number: 001-41568

 

ERAYAK Power Solution Group Inc.

 

No. 528, 4th Avenue

Binhai Industrial Park

Wenzhou, Zhejiang Province

People’s Republic of China 325025

+86-577-86829999

(Address, including zip code, and telephone number, including area code, of Registrant’s 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 FORM 6-K REPORT

 

Results of Extraordinary General Meeting of Shareholders

 

ERAYAK Power Solution Group Inc. (the “Company”) held an extraordinary general meeting of shareholders (the “Meeting”) on July 9, 2026, at 11:00 a.m., Beijing Time (July 8, 2026, at 11:00 p.m. Eastern Time), at No. 528, 4th Avenue, Binhai Industrial Park, Wenzhou, Zhejiang Province, People’s Republic of China 325025.

 

As of the close of business on June 11, 2026, the record date for the Meeting (the “Record Date”), there were 1,005,618 class A ordinary shares of the Company (the “Class A Ordinary Shares”), each entitled to one vote, and 49,092 class B ordinary shares of the Company (the “Class B Ordinary Shares”), each entitled to twenty votes, issued and outstanding, representing an aggregate of 1,987,458 votes entitled to be cast at the Meeting.

 

Holders of 31,404 Class A Ordinary Shares and 49,092 Class B Ordinary Shares, representing an aggregate of 1,013,244 votes, or approximately 51% of all votes attaching to all shares of the Company in issue and entitled to vote at the Meeting as of the Record Date, were present in person or represented by proxy at the Meeting, constituting a quorum in accordance with the Company’s currently effective memorandum and articles of association.

 

Each of the proposals submitted for a vote at the Meeting, as described in the Company’s proxy statement for the Meeting furnished to the U.S. Securities and Exchange Commission on Form 6-K on June 16, 2026 (the “Proxy Statement”), was approved by the shareholders. The final voting results were as follows:

 

No.   Proposal   For     Against     Abstain  
1  

To approve, by way of a special resolution, subject to all requirements prescribed by sections 14, 14A and 14B of the Companies Act (Revised) of the Cayman Islands (the “Companies Act”) relating to share capital reductions being complied with, the following (together, the “Share Capital Reduction and Reorganization”): (a) the par value of each issued and outstanding class A ordinary share of par value of US$0.22 and each issued and outstanding class B ordinary share of par value of US$0.22 in the share capital of the Company be reduced to US$0.00001 by cancelling US$0.21999 of the paid-up capital on each of the issued and outstanding class A ordinary share of par value of US$0.22 and class B ordinary share of par value of US$0.22 (the “Share Capital Reduction”); (b) following the Share Capital Reduction, the amount deemed to be paid up on each issued and outstanding share of the Company shall be US$0.00001; (c) the credit arising from the Share Capital Reduction be transferred to a distributable reserve account of the Company which may be utilised by the Company as the board of directors of the Company (the “Board”) may deem fit and as permitted under the Companies Act, the Company’s memorandum and articles of association, and all relevant applicable laws, including, without limitation, eliminating or setting off any accumulated losses of the Company (if any) from time to time; (d) immediately following the Share Capital Reduction, (i) each authorized but unissued class A ordinary share of par value of US$0.22 be subdivided into 22,000 class A ordinary shares of par value of US$0.00001 each and (ii) each authorized but unissued class B ordinary share of par value of US$0.22 be subdivided into 22,000 class B ordinary shares of par value of US$0.00001 each (the “Subdivision”); (e) immediately following the Subdivision, the authorized share capital of the Company be altered by the cancellation of such number of excess authorized but unissued class A ordinary shares of par value of US$0.00001 each and authorized but unissued class B ordinary shares of par value of US$0.00001 each as will result in the Company having authorized share capital of US$10,000 divided into 1,000,000,000 ordinary shares of par value of US$0.00001 each, comprising (a) 900,000,000 class A ordinary shares of par value of US$0.00001 each and (b) 100,000,000 class B ordinary shares of par value of US$0.00001 each (the “Cancellation”); and (f) consequent upon the Share Capital Reduction, the Subdivision and the Cancellation, the authorized share capital of the Company shall be changed from US$220,000,000 divided into 1,000,000,000 ordinary shares of par value of US$0.22 each, comprising (a) 900,000,000 class A ordinary shares of par value of US$0.22 each and (b) 100,000,000 class B ordinary shares of par value of US$0.22 each to US$10,000 divided into 1,000,000,000 ordinary shares of par value of US$0.00001 each, comprising (a) 900,000,000 class A ordinary shares of par value of US$0.00001 each and (b) 100,000,000 class B ordinary shares of par value of US$0.00001 each

 

(Special Resolution)

    1,005,314       8,217       256  
2  

To approve, by way of an ordinary resolution, with effect immediately following the effectiveness of the Share Capital Reduction and Reorganization, an increase of the Company’s authorized share capital from US$10,000 divided into 1,000,000,000 ordinary shares of par value of US$0.00001 each, comprising (a) 900,000,000 class A ordinary shares of par value of US$0.00001 each and (b) 100,000,000 class B ordinary shares of par value of US$0.00001 each, to US$50,000 divided into 5,000,000,000 ordinary shares of par value of US$0.00001 each, comprising (a) 4,500,000,000 class A ordinary shares of par value of US$0.00001 each and (b) 500,000,000 class B ordinary shares of par value of US$0.00001 each, by the creation of (i) 3,600,000,000 class A ordinary shares of par value of US$0.00001 each, and (ii) 400,000,000 class B ordinary shares of par value of US$0.00001 each (the “Share Capital Increase”)

 

(Ordinary Resolution)

    1,005,186       8,579       22  
3  

To approve, by way of a special resolution, subject to and immediately following the effectiveness of the Share Capital Reduction and Reorganization and the Share Capital Increase, (1) the amendment and restatement of the currently effective memorandum and articles of association of the Company by their deletion in their entirety and the substitution in their place with the sixth amended and restated memorandum and articles of association, in the form attached to the Proxy Statement as Exhibit A (the “Sixth Amended and Restated Memorandum and Articles of Association”), which incorporate amendments including the Share Capital Reduction and Reorganization and the Share Capital Increase, and effective upon the Share Capital Reduction and Reorganization and the Share Capital Increase; and (2) the authorization of the Company’s registered office provider to make any necessary filing with the Registrar of Companies in the Cayman Islands in connection with the adoption of the Sixth Amended and Restated Memorandum and Articles of Association and the authorization of the Board to take all further actions and execute all further documents as may be necessary or advisable to carry out the intent of these resolutions (the “Adoption of Sixth Amended and Restated Memorandum and Articles of Association”)

 

(Special Resolution)

    1,007,222       6,539       24  
4   To approve, by way of an ordinary resolution, the adjournment of the Meeting for any purpose, including to solicit additional proxies if there are insufficient votes at the time of the Meeting to approve the foregoing proposals (the “Adjournment Proposal”)
(Ordinary Resolution)
    1,008,542       5,215       31  

 

Because Proposals 1, 2 and 3 were approved, adjournment of the Meeting pursuant to the Adjournment Proposal was not necessary.

 

1

 

 

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.

 

  ERAYAK Power Solution Group Inc.
     
Date: July 10, 2026 By: /s/ Lingyi Kong
  Name:  Lingyi Kong
  Title: Chief Executive Officer

 

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