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Ridgetech sets 33% quorum, adds Series A preferred

The amended charter and Series A Preferred Shares were filed with the Cayman Islands General Registry on Aug. 27, 2026, including a revised 33-1/3% voting-power quorum rule.

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

Rhea-AI Filing Summary

Ridgetech Inc. (RDGT) reports that shareholders approved a special resolution at the August 25, 2026 annual general meeting to adopt a Sixth Amended and Restated Memorandum and Articles of Association, fully replacing the prior version. The new governing documents reflect the creation of Series A Preferred Shares and their associated rights, and revise the quorum requirement for general meetings so that a quorum now consists of one or more members holding shares representing at least 33-1/3% of the voting power of issued and outstanding voting shares entitled to vote, present in person, by proxy, or by authorized representative. The updated Memorandum and Articles were filed with the General Registry of the Cayman Islands on August 27, 2026.

Positive

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Negative

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Filing Explained

The report is incorporated by reference into Ridgetech’s Form F-3 and S-8 registration statements, making this disclosure part of those registration filings from the filing date unless later reports supersede it.

Quorum voting power threshold 33-1/3% of the voting power Quorum requirement for general meetings under the Sixth Amended and Restated Memorandum and Articles of Association
Date of shareholder approval August 25, 2026 Annual general meeting at which shareholders approved the Sixth Amended and Restated Memorandum and Articles of Association
Cayman filing date August 27, 2026 Date the Sixth Amended and Restated Memorandum and Articles of Association were filed with the General Registry of the Cayman Islands
Sixth Amended and Restated Memorandum and Articles of Association regulatory
"approved a special resolution to adopt the Sixth Amended and Restated Memorandum and Articles of Association"
Series A Preferred Shares financial
"reflects the creation of the Series A Preferred Shares and the associated statement of rights"
Series A preferred shares are an early-stage class of ownership sold to investors that gives them special protections and payment priority over regular common stock. Think of them as a safer seat on a bus: if the company earns money or is sold, holders get paid before ordinary shareholders, and they often can convert to common shares later to share upside; that mix of safety and growth potential helps investors manage risk and reward.
quorum regulatory
"revises the quorum requirement for general meetings so that a quorum is based on"
A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.
General Registry of the Cayman Islands regulatory
"The Sixth Amended and Restated Memorandum and Articles of Association was filed with the General Registry of the Cayman Islands"

FAQ

What governance change did Ridgetech Inc. (RDGT) report in this Form 6-K?
Ridgetech Inc. reported shareholder approval of its Sixth Amended and Restated Memorandum and Articles of Association, which fully replaces the prior Fifth version and updates share classes and meeting quorum rules.

What are the new quorum requirements for Ridgetech Inc. (RDGT) general meetings?
The quorum for Ridgetech Inc. general meetings is now one or more members holding shares representing at least 33-1/3% of the voting power of issued and outstanding voting shares entitled to vote, present in person, by proxy, or by authorized representative.

What new share class did Ridgetech Inc. (RDGT) formalize in its amended documents?
The amended documents formally reflect the creation of Series A Preferred Shares and include the associated statement of rights for this new class of shares.

When did Ridgetech Inc. (RDGT) shareholders approve the new Memorandum and Articles?
Shareholders approved the Sixth Amended and Restated Memorandum and Articles of Association at the company’s 2026 annual general meeting on August 25, 2026.

When were Ridgetech Inc.’s (RDGT) amended Memorandum and Articles filed in Cayman Islands?
The Sixth Amended and Restated Memorandum and Articles of Association were filed with the General Registry of the Cayman Islands on August 27, 2026.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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)

 

Ming Zhao

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 ☐

 

 

 

 

 

INCORPORATION BY REFERENCE

 

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.

 

As previously reported, at the annual general meeting of shareholders of Ridgetech, Inc. (the “Company”) held on August 25, 2026 (the “2026 Annual Meeting”), the shareholders of the Company approved a special resolution to adopt the Sixth Amended and Restated Memorandum and Articles of Association of the Company, in substitution for, and to the exclusion of, the Company’s existing Fifth Amended and Restated Memorandum and Articles of Association. The Sixth Amended and Restated Memorandum and Articles of Association, among other things, (i) reflects the creation of the Series A Preferred Shares and the associated statement of rights and (ii) revises 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 replaced the Company’s Fifth Amended and Restated Memorandum and Articles of Association in its entirety. The Sixth Amended and Restated Memorandum and Articles of Association was filed with the General Registry of the Cayman Islands on August 27, 2026. A copy of the Sixth Amended and Restated Memorandum and Articles of Association is attached to this report as Exhibit 1.1.

 

Exhibit No.    Description of Exhibit
1.1     The Sixth Amended and Restated Memorandum and Articles of Association.

 

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.

 

Date: September 1, 2026 RIDGETECH, INC.
     
  By: /s/ Ming Zhao
  Name:  Ming Zhao
  Title:  Interim Chief Executive Officer and
Chief Financial Officer

 

2

 

 

Source: View Original Filing on SEC EDGAR

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