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Ridgetech holders OK capital cut, share consolidation

Ridgetech Inc. (RDGT) reported the results of its August 25, 2026 annual general meeting.

(Neutral)
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

Ridgetech Inc. (RDGT) reported the results of its August 25, 2026 annual general meeting. Holders of 1,397,501 ordinary shares and 100,000 Series A Preferred Shares were represented, satisfying the quorum requirement under its Fifth Amended and Restated Memorandum and Articles of Association.

As of the July 17, 2026 record date, 3,629,540 ordinary shares and 100,000 Series A Preferred Shares were issued and outstanding. Each ordinary share carried one vote and each Series A Preferred Share carried 100 votes, voting together as a single class. All four director nominees, Lingtao Kong, Caroline Wang, Jiangliang He and Genghua Gu, received approximately 11.39 million votes in favor with about 2,700 votes withheld each.

Shareholders also approved the ratification of the independent accountants, amendments to adopt a Sixth and then Further Amended and Restated Memorandum and Articles of Association, a capital reduction, an ordinary share consolidation, and an equity incentive plan, with each proposal receiving roughly 11.39 million votes in favor.

Positive

  • None.

Negative

  • None.

Filing Explained

The August 28 Form 6-K’s annual-meeting disclosure is incorporated by reference into Ridgetech’s existing F-3 and S-8 registration statements from the furnishing date, unless later filings supersede it, so this report becomes part of those registration documents.

Ordinary shares outstanding 3,629,540 ordinary shares Issued and outstanding as of July 17, 2026 record date
Series A Preferred Shares outstanding 100,000 Series A Preferred Shares Issued and outstanding as of July 17, 2026 record date
Voting rights per ordinary share 1 vote per ordinary share Voting entitlement for each ordinary share at the meeting
Voting rights per Series A Preferred Share 100 votes per Series A Preferred Share Voting entitlement for each preferred share at the meeting
Director election votes for (example) 11,394,793 votes for Votes for nominee Lingtao Kong under Director Election Proposal
Director election votes withheld (example) 2,708 votes withheld Votes withheld for nominees including Lingtao Kong and Caroline Wang
Equity Incentive Plan votes for 11,393,494 votes for Approval of Equity Incentive Plan Proposal
Equity Incentive Plan votes against 4,007 votes against Opposition to Equity Incentive Plan Proposal
ordinary share consolidation financial
"the Ordinary Share Consolidation Proposal"
capital reduction financial
"the Capital Reduction Proposal"
A capital reduction is a legal move where a company shrinks the amount of money recorded as its official share capital, either by cancelling shares, lowering the value of each share, or returning cash to shareholders. Investors care because it changes the company’s balance sheet and can alter how much each remaining share represents—like pruning a tree to concentrate fruit or giving back some of the harvest—potentially affecting ownership percentages, per‑share metrics and the stock’s market value.
Equity Incentive Plan financial
"the Equity Incentive Plan Proposal were approved"
An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.
Sixth Amended and Restated Memorandum and Articles of Association regulatory
"the Sixth Amended and Restated Memorandum and Articles of Association Proposal"
Further Amended and Restated Memorandum and Articles of Association regulatory
"the Further Amended and Restated Memorandum and Articles of Association Proposal"

FAQ

What key proposals did Ridgetech Inc. (RDGT) shareholders approve at the August 25, 2026 meeting?

Shareholders approved the election of all director nominees, ratification of the independent accountants, the Sixth and Further Amended and Restated Memorandum and Articles of Association, a capital reduction, an ordinary share consolidation, and an equity incentive plan.

How many Ridgetech Inc. (RDGT) shares were outstanding on the record date for the 2026 annual meeting?

As of the July 17, 2026 record date, Ridgetech Inc. had 3,629,540 ordinary shares and 100,000 Series A Preferred Shares issued and outstanding.

What voting power do Ridgetech Inc. (RDGT) Series A Preferred Shares carry?

Each ordinary share carried one vote and each Series A Preferred Share carried 100 votes. The preferred and ordinary shares voted together as a single class on matters submitted, subject to applicable law and the company’s memorandum and articles of association.

How many Ridgetech Inc. (RDGT) shares were represented at the 2026 annual general meeting?

At the August 25, 2026 annual general meeting, holders of 1,397,501 ordinary shares and 100,000 Series A Preferred Shares were represented in person or by proxy, and a quorum was present under the company’s governing documents.

Were all Ridgetech Inc. (RDGT) director nominees elected at the 2026 annual meeting?

Yes. Director nominees Lingtao Kong, Caroline Wang, Jiangliang He and Genghua Gu were each elected. For example, nominees received about 11,394,793–11,394,794 votes for and about 2,707–2,708 votes withheld.

Did Ridgetech Inc. (RDGT) shareholders approve an equity incentive plan in 2026?

Yes. The Equity Incentive Plan Proposal was approved, receiving approximately 11,393,494 votes for, 4,007 votes against, and no abstentions, according to the reported voting results.

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

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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 OF THE
SECURITIES EXCHANGE ACT OF 1934

 

For the month of August 2026 

 

Commission File Number: 001-40724

 

 

 

RIDGETECH, INC.
(Translation of registrant’s name into English)

 

 

 

5th Floor, Building 6, No. 100, 18th Street, Baiyang Sub-district Qiantang District
Hangzhou City, Zhejiang Province, People’s Republic of China, 310018
(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

 

 

 

 

 

 

This report is incorporated by reference in our registration statements on Form F-3 (No. 333-291941) and S-8 (No. 333-264505, No. 333-268809 and No. 333-277849), and shall be deemed to be a part thereof from the date on which this report is furnished to the Securities and Exchange Commission (the “SEC”), to the extent not superseded by documents or reports subsequently filed or furnished.

 

Submission of Matters to a Vote of Security Holders.

 

On August 25, 2026, Ridgetech, Inc., a Cayman Islands exempted company (the “Company”) held its annual general meeting of shareholders (the “Annual Meeting”) for discussion and approval of a series of proposals as described in the Company’s proxy statement filed with the SEC on August 5, 2026 (the “Proxy Statement”). Holders of 1,397,501 ordinary shares and 100,000 Series A Preferred Shares were represented at the Annual Meeting in person or by proxy A quorum was present at the Annual Meeting as required by the Fifth Amended and Restated Memorandum and Articles of Association of the Company.

 

As of the close of business on July 17, 2026, the record date of the Annual Meeting, the Company had 3,629,540 ordinary shares and 100,000 Series A Preferred Shares issued and outstanding. On each matter to be voted upon, each holder of ordinary shares will be entitled to one vote for each ordinary share held as of the record date, and each holder of Series A Preferred Shares will be entitled to 100 votes for each Series A Preferred Share held as of the record date. The holders of the Series A Preferred Shares will vote together with the holders of the ordinary shares as a single class on all matters submitted to a vote of members, unless otherwise required by applicable law or the Company’s memorandum and articles of association.

 

The final voting results for each matter submitted to a vote of shareholders at the meeting are as follows:

 

1.A proposal to approve by ordinary resolution the election of each of the four following director nominees: Mr. Lingtao Kong, Ms. Caroline Wang, Mr. Jiangliang He and Dr. Genghua Gu to serve until the next annual meeting or until their successors are duly elected and qualified (the “Director Election Proposal”).

 

Director’s Name   For   Withheld
Lingtao Kong   11,394,793   2,708
Caroline Wang   11,394,793   2,708
Jiangliang He   11,394,794   2,707
Genghua Gu   11,394,793   2,707

 

2.A proposal to ratify by ordinary resolution the appointment of YCM CPA, Inc. as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2027 (the “Independent Accountants Ratification Proposal”).

 

For   Against   Abstain
11,394,799   2,702   0

 

3.A proposal to approve by special resolution the adoption of the Sixth Amended and Restated Memorandum and Articles of Association of the Company, a copy of which is attached to the Proxy Statement as Annex A, in substitution for, and to the exclusion of, the Company’s existing Fifth Amended and Restated Memorandum and Articles of Association, to (i) reflect the creation of the Series A Preferred Shares and associated statement of rights and (ii) revise the quorum requirement for general meetings so that a quorum is based on one or more members holding shares representing, in the aggregate, not less than one-third (33-1/3%) of the voting power attaching to the Company’s issued and outstanding voting shares entitled to vote, present in person or by proxy or, if a corporation or other non-natural person, by its duly authorized representative (the “Sixth Amended and Restated Memorandum and Articles of Association Proposal”).

 

For   Against   Abstain
11,393,494   2,707   1,300

 

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4.A proposal to approve by special resolution, subject to all further requirements prescribed by sections 14, 14A and 14B of the Companies Act (As Revised) of the Cayman Islands relating to share capital reduction supported by a solvency statement being complied with, the reduction of the par value of the Company’s issued and outstanding ordinary shares from US$0.15 per share to US$0.0001 per share and the related share subdivision, as further described in the Proxy Statement (the “Capital Reduction Proposal”).

 

For   Against   Abstain
11,393,368   4,133   0

 

5.A proposal to approve by ordinary resolution, subject to the approval and implementation of the Capital Reduction Proposal, the authorization of the Board to effect, on a date to be determined by the Board but no later than the next annual general meeting of shareholders of the Company, one, and only one, of the following alternative consolidations of the Company’s authorized and issued ordinary shares: (i) 1-for-20, (ii) 1-for-50, (iii) 1-for-100, (iv) 1-for-150 or (v) 1-for-200, as determined by the Board, if deemed necessary or advisable by the Board, including to comply with the Nasdaq Listing Rules (the “Ordinary Share Consolidation Proposal”).

 

For   Against   Abstain
11,393,427   4,074   0

 

6.A proposal to approve by special resolution the adoption of one or more newly amended and restated memorandum and articles of association to reflect the Capital Reduction, the Share Subdivision and the Consolidation of Ordinary Shares, as applicable (the “Further Amended and Restated Memorandum and Articles of Association Proposal”).

 

For   Against   Abstain
11,393,427   4,074   0

 

7.A proposal to approve by ordinary resolution the Fifth Amended and Restated 2010 Equity Incentive Plan, as attached to the Proxy Statement as Annex B (the “Equity Incentive Plan Proposal”).

 

For   Against   Abstain
11,393,494   4,007   0

 

Pursuant to the foregoing votes, the election of each of the director nominees under the Director Election Proposal and the approval of each of the Independent Accountants Ratification Proposal, the Sixth Amended and Restated Memorandum and Articles of Association Proposal, the Capital Reduction Proposal, the Ordinary Share Consolidation Proposal, the Further Amended and Restated Memorandum and Articles of Association Proposal and the Equity Incentive Plan Proposal were approved in all respects.

 

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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.

 

Date: August 28, 2026 RIDGETECH, INC.
     
  By: /s/ Ming Zhao
  Name: Ming Zhao
  Title: Interim Chief Executive Officer and
Chief Financial Officer

 

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