J-Star Holding (NASDAQ: YMAT) backs dual-class shares and US$65M capital

Rhea-AI Filing Summary

J-Star Holding Co., Ltd. reported that shareholders approved a major share capital reorganization and adoption of a dual-class share structure at the general meeting held on December 9, 2025.

All five proposals passed with about 99.97%–99.98% support, with 66.94% of the 17,200,387 ordinary shares outstanding represented. The company redesignated its ordinary shares as Class A shares, created Class B shares carrying 10 votes per share, and increased authorized share capital to US$65,000,000 divided into 30,000,000 Class A and 100,000,000 Class B shares. It also approved repurchasing 4,888,092 Class A shares from New Moon Corporation and 1,209,091 Class A shares from Mr. Jing-Bin Chiang in exchange for an equal number of Class B shares.

The company will follow Cayman Islands home-country corporate governance practices under Nasdaq’s exemption, supported by a legal opinion from its Cayman counsel attached as an exhibit.

Positive

• None.

Negative

• Shareholders approved a dual-class structure with Class B carrying 10 votes per share and a large increase in authorized share capital to US$65,000,000, which may reduce the relative voting influence of holders of ordinary/Class A shares.

Insights

Corporate governance analyst

J-Star shareholders backed a dual-class, super-voting structure and large capital increase that concentrates voting power with key holders.

Shareholders approved a restructuring that redesignates all existing ordinary shares as Class A and creates Class B shares with 10 votes per share. The authorized share capital rises to US$65,000,000, divided into 30,000,000 Class A and 100,000,000 Class B shares, giving the company substantial flexibility to issue additional equity within this framework.

A targeted transaction shifts influence to specific investors: the company will repurchase 4,888,092 Class A shares from New Moon Corporation and 1,209,091 Class A shares from Mr. Jing-Bin Chiang, while issuing the same numbers of Class B shares to them. Because each Class B share carries 10 votes, these steps can significantly increase their voting power relative to economic ownership. All five proposals passed with around 99.97%–99.98% support, with 66.94% of the 17,200,387 shares outstanding represented, indicating strong formal backing for the new governance structure.

The company is using Nasdaq’s home-country rule to follow Cayman Islands corporate governance practices, and its Cayman counsel has confirmed the dual-class approach complies with local law and the amended memorandum and articles. Actual effects on control will depend on how many Class B shares are outstanding and how the enlarged authorized pool of Class B shares is used over time.

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 December 2025.

Commission File Number 001-42767

J-Star Holding Co., Ltd.

(Translation of registrant’s name into English)

7/F-1, No. 633, Sec. 2, Taiwan Blvd.,

Xitun District, Taichung City 407,

Taiwan (R.O.C.)

(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

INFORMATION CONTAINED IN THIS FORM 6-K REPORT

As a company incorporated in the Cayman Islands that is listed on Nasdaq Capital Market (“Nasdaq”), the Company is subject to the Nasdaq corporate governance listing standards. Under Nasdaq rules, a foreign private issuer may, in general, follow its home country corporate governance practices in lieu of some of the Nasdaq corporate governance requirements. Pursuant to the home country rule exemption set forth under Nasdaq Listing Rule 5615(a)(3), a Foreign Private Issuer may follow its home country practice in lieu of the requirements of the Nasdaq Marketplace Rule 5600 Series, including Rule 5640.

Ogier, the counsel to the Company as to the laws of Cayman Islands, has provided a letter of confirmation, as required by the Nasdaq Stock Market, confirming that the governance practices adopted by the Company, in lieu of those Nasdaq corporate governance requirements where it is electing to follow local country laws and regulations (as referenced above), are compliant with the provisions of the laws of the Cayman Islands and its fourth amended and restated memorandum and articles of association in connection with the Company’s adoption of the dual class share capital structure..

A copy of the home country rule exemption letter from the Company’s legal counsel is attached hereto as Exhibit 99.1.

Submission of Matters to a Vote of Security Holders.

On December 9, 2025, J-Star Holding Co., Ltd (the “Company”) held the Company’s General Meeting (the “GM”) at 10:30 a.m. (Taiwan time and date) /F-1, No. 633, Sec. 2, Taiwan Blvd., Xitun District, Taichung City 407, Taiwan (R.O.C.). On November 3, 2025 (the “Record Date”), the record date for the GM, there were 17,200,387 of the Company’s ordinary shares outstanding and entitled to vote at the GM. 11,513,328 Ordinary Shares, which represented approximately 66.94% of the votes of the outstanding ordinary shares in the Company as of the Record Date, were represented in person or by proxy. Five items of business were acted upon by the Company’s shareholders at the GM, each of which was approved by the Company’s shareholders.

(a) Proposal 1: Resolved as an ordinary resolution, that the authorized share capital of the Company be amended with immediate effect by:

	i.	re-designating and re-classifying 17,200,387 authorized and issued ordinary shares of par value of US$0.50 each (including all of the existing issued ordinary shares) in the Company as 17,200,387 class A ordinary shares of par value US$0.50 each (the “Class A Ordinary Shares”), where the rights of the existing ordinary shares shall be the same as the Class A Ordinary shares;
	ii.	re-designating and re-classifying 11,702,430 authorized but unissued ordinary shares of par value of US$0.50 each in the Company as 11,702,430 Class A Ordinary Shares; and
	iii.	cancelling 6,097,183 authorized but unissued ordinary shares in the Company and creating a new class of shares comprising of 6,097,183 class B ordinary shares of par value US$0.50 each (the “Class B Ordinary Shares”), which will be entitled to 10 (ten) votes per Class B Ordinary Share.

such that the authorized share capital of the Company shall become US$17,500,000 divided into (a) 28,902,817 class A ordinary shares of a par value of US$0.50 each and (b) 6,097,183 class B ordinary shares of a par value of US$0.50 each (the “Share Capital Reorganisation”).”

(b)	Proposal 2: Resolved as an ordinary resolution, that the authorized share capital of the Company be increased with effect immediately after the Share Capital Reorganization taking effect from US$17,500,000 divided into (a) 8,902,817 class A ordinary shares of a par value of US$0.50 each and (b) 6,097,183 class B ordinary shares of a par value of US$0.50 each to US$65,000,000 divided into (a) 30,000,000 class A ordinary shares of a par value of US$0.50 each and (b) 100,000,000 class B ordinary shares of a par value of US$0.50 each, by creation of an additional 1,097,183 Class A Ordinary Shares and 93,902,817 Class B Ordinary Shares (the “Increase of Authorised Share Capital”).
(c)	Proposal 3: Resolved as a special resolution, that the proposed fifth amended and restated memorandum and articles of association of the Company (the “Fifth Restated MAA”), be adopted in their entirety and in substitution for and to the exclusion of the existing memorandum and articles of association of the Company with effect immediately after both the Share Capital Reorganization and the Increase of Authorized Share Capital are taking effect (the “Subsequent M&A Amendment Proposal”).
(d)	Proposal 4: Resolved as a special resolution, that subject to the Share Capital Reorganization, Increase of Authorized Share Capital and Subsequent M&A Amendment Proposal having been approved, the Fifth Restated MAA taking effect and the Company’s receipt of the consent to repurchase and application for shares duly executed by NEW MOON CORPORATION (“New Moon”) and Mr. Jing-Bin Chiang respectively, 4,888,092 Class A Ordinary Shares held by New Moon and 1,209,091 Class A Ordinary Shares held by Mr. Chiang, respectively, be repurchased by the Company in consideration of and out of the proceeds of the Company’s new issuance of 4,888,092 Class B Ordinary Shares to New Moon and 1,209,091 Class B Ordinary Shares to Mr. Chiang (the “New Issuance Proposal”).
(e)	Proposal 5: Resolved as an ordinary resolution, to approve to direct the chairman of the general meeting to adjourn the general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the meeting, there are not sufficient votes to approve the proposals 1 - 4.

The voting results were as follows:

			For				Against				Abstain
Proposal One			11,510,493 (99.98	)%			2,235 (0.02	)%			600 (0.01	)%
Proposal Two			11,510,492 (99.98	)%			2,235 (0.02	)%			601 (0.01	)%
Proposal Three			11,510,493 (99.98	)%			2,235 (0.02	)%			600 (0.01	)%
Proposal Four			11,510,492 (99.98	)%			2,236 (0.02	)%			600 (0.01	)%
Proposal Five			11,509,327 (99.97	)%			3,400 (0.03	)%			601 (0.01	)%

Exhibits

Exhibit No.		Description
99.1		Home Country Rule Exemption Letter Dated December 5, 2025

2

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: December 10, 2025	J-Star Holding Co., Ltd.
	By:	/s/ Sam Van
	Name:	Sam Van
	Title:	Chief Executive Officer

3

FAQ

What did J-Star Holding (YMAT) shareholders approve at the December 9, 2025 meeting?

Shareholders approved five proposals, including a share capital reorganization, creation of dual-class shares, a large increase in authorized share capital, adoption of a fifth amended and restated memorandum and articles of association, and authority to adjourn the meeting if needed.

How did the dual-class share structure for J-Star Holding (YMAT) change?

The company redesignated its existing ordinary shares as Class A ordinary shares and created a new class of Class B ordinary shares. Each Class B ordinary share has 10 votes per share, giving it greater voting power than Class A shares.

What is J-Star Holding’s (YMAT) new authorized share capital after the vote?

Authorized share capital will be US$65,000,000, divided into 30,000,000 Class A ordinary shares of par value US$0.50 each and 100,000,000 Class B ordinary shares of par value US$0.50 each.

What transactions were approved with New Moon Corporation and Mr. Jing-Bin Chiang?

The company will repurchase 4,888,092 Class A ordinary shares from New Moon Corporation and 1,209,091 Class A ordinary shares from Mr. Jing-Bin Chiang, funded by issuing the same numbers of Class B ordinary shares to each of them.

What were the voting results for J-Star Holding’s (YMAT) proposals?

Each of the five proposals received strong support, with around 11.51 million votes in favor and approximately 99.97%–99.98% of votes cast supporting Proposals One through Four and 99.97% supporting Proposal Five. Quorum was reached with 11,513,328 shares represented, or 66.94% of the 17,200,387 ordinary shares outstanding as of the record date.

How is J-Star Holding (YMAT) using Nasdaq’s home-country rule exemption?

As a Cayman Islands company listed on Nasdaq, J-Star Holding is using the home country rule exemption to follow Cayman Islands corporate governance practices instead of certain Nasdaq rules. Its Cayman counsel, Ogier, provided a confirmation letter stating that the governance practices adopted for the dual-class structure comply with Cayman law and the company’s amended memorandum and articles.