Yimutian details resale of 42.3M ADSs from $10M notes

Yimutian Inc. updates its ADS resale prospectus and significantly increases share consideration for two China-based acquisitions after revising its ADS-to-share ratio.

Rhea-AI Filing Summary

Yimutian Inc. (YMT) supplements its prospectus for the resale of up to 42,307,692 American depositary shares (ADSs), representing 1,057,692,300 Class A ordinary shares issuable upon conversion or other terms of up to US$10,000,000 of senior convertible promissory notes held by a selling shareholder. Each ADS represents 6,000 Class A ordinary shares, and the ADSs trade on Nasdaq under the symbol YMT, which last closed at US$2.20 per ADS on September 14, 2026.

Yimutian also discloses supplemental agreements revising share consideration for previously announced acquisitions using an adjusted price of US$2.192 per ADS and a revised ratio of one ADS to 6,000 Class A shares, compared with 375 previously. For the Qingdao Xingongguan VIE equity acquisition, total consideration shares increase from 9,963,353,184 to 15,875,910,000 Class A shares (2,645,985 ADSs), with 90% allocated to Ning Zhang and 10% to Kuili Zhang. For the Zhaodong Guohe asset acquisition in Heilongjiang, consideration shares rise from 36,351,449,375 to 57,923,514,000 Class A shares (9,653,919 ADSs).

Filing Explained

Conditional note conversion and amended acquisition consideration could dilute existing holders, but the filing does not establish that these shares were issued.

This September 15 prospectus supplement updates a resale registration for ADSs that may be issued on conversion of up to US$10,000,000 of notes; its stated state is registration for resale, not a disclosed sale or issuance.

The filing also records September 9 supplemental agreements that increase the shares specified as consideration for two acquisitions; if issued, those shares could dilute existing holders because they are acquisition consideration rather than cash raised in this filing.

For the notes, the stated ceiling is up to 42,307,692 ADSs representing 1,057,692,300 Class A ordinary shares, assuming full conversion and interest paid in ADSs at US$0.26 per share; this is a conditional maximum, not a reported issuance.

The material follow-up is whether note conversion and the amended acquisition consideration proceed to share issuance; this filing does not establish that those steps have occurred.

Key Figures

ADSs registered for resale: 42,307,692 ADSs Underlying Class A ordinary shares: 1,057,692,300 shares Senior convertible promissory notes: US$10,000,000 +5 more

8 metrics

ADSs registered for resale 42,307,692 ADSs ADSs representing 1,057,692,300 Class A ordinary shares linked to US$10,000,000 senior convertible notes

Underlying Class A ordinary shares 1,057,692,300 shares Class A ordinary shares represented by the 42,307,692 ADSs covered for resale

Senior convertible promissory notes US$10,000,000 Aggregate principal amount of notes convertible into the Class A shares underlying the ADSs

ADS-to-Class A share ratio 1 ADS : 6,000 Class A shares Revised ratio as of September 9, 2026; previously 1 ADS : 375 shares

ADS market price US$2.20 per ADS Closing price on Nasdaq Capital Market on September 14, 2026

Adjusted ADS price for acquisition calculations US$2.192 per ADS Price used to recalculate consideration share numbers in the supplemental agreements

Qingdao Xingongguan equity purchase price US$5,800,000 Original U.S. dollar purchase price underpinning 15,875,910,000 consideration shares

Zhaodong Guohe asset purchase price US$21,161,390 Original purchase price for land, buildings and equipment in Heilongjiang Province

Key Terms

American depositary shares, senior convertible promissory note, variable interest entity, Equity Purchase Agreement, +1 more

5 terms

American depositary shares financial

"The Prospectus relates to the resale, from time to time, up to 42,307,692 American depositary shares"

American depositary shares (ADSs) are a way for investors in the United States to buy shares of foreign companies without dealing with international markets directly. They represent ownership in a foreign company's stock and are traded on U.S. stock exchanges, making it easier for American investors to buy, sell, and own parts of companies from around the world.

senior convertible promissory note financial

"pursuant to the terms of up to an aggregate principal amount of US$10,000,000 of senior convertible promissory note"

variable interest entity financial

"acquisition of control over 100% of the equity interests in Qingdao Xingongguan through a series of variable interest entity"

A variable interest entity (VIE) is a company structure where one party controls another company’s operations and economic outcomes through contracts or special arrangements instead of owning a majority of its voting shares. For investors, VIEs matter because the controlling party’s financial results, debts and risks can appear in the controller’s reports even though ownership looks separate, so understanding VIEs helps assess true exposure, governance limits and transparency—like spotting a puppet controlled by strings rather than direct ownership.

Equity Purchase Agreement financial

"Supplemental Agreement to the Equity Purchase Agreement"

An equity purchase agreement is a legal contract that sets the terms for buying ownership shares in a company, including the number of shares, price, and any conditions that must be met before the sale closes. For investors it matters because it determines how much ownership and control they gain, how the company’s value and share count change, and what protections or obligations each side has—think of it as the detailed bill of sale and ground rules for a stock purchase.

Asset Purchase Agreement financial

"Supplemental Agreement to the Asset Purchase Agreement"

An asset purchase agreement is a legal contract in which a buyer agrees to buy specific assets and contracts of a business rather than buying the company’s stock or ownership. It matters to investors because it determines exactly what is being bought and what liabilities stay behind — like buying the furniture and equipment from a store but not the building or past debts — which affects the deal’s value, taxes and future risk exposure.

Offering Details

secondary

Offering

Offering Type secondary

FAQ

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

What ADS amount is covered by Yimutian Inc. (YMT)'s updated resale prospectus?

The prospectus supplement covers the resale of up to 42,307,692 ADSs of Yimutian Inc., representing 1,057,692,300 Class A ordinary shares issuable upon conversion or otherwise under up to US$10,000,000 of senior convertible promissory notes.

What notes underlie the ADSs in YMT's prospectus supplement?

The ADSs relate to Class A ordinary shares issuable upon conversion or otherwise under up to US$10,000,000 of senior convertible promissory notes, issued or issuable to a single selling shareholder under a securities purchase agreement dated December 8, 2025.

What is Yimutian Inc. (YMT)'s current ADS-to-Class A ordinary share ratio?

As of the supplemental agreements dated September 9, 2026, each ADS of Yimutian Inc. represents 6,000 Class A ordinary shares, compared with a previous ratio of one ADS to 375 Class A ordinary shares used in the original acquisition agreements.

How did YMT revise share consideration for the Qingdao Xingongguan equity acquisition?

Using the adjusted ADS price and new ratio, total consideration for Qingdao Xingongguan increases from 9,963,353,184 to 15,875,910,000 Class A shares, equivalent to 2,645,985 ADSs. The shares are allocated 90% to Ning Zhang and 10% to Kuili Zhang.

What changes were made to share consideration for YMT's Zhaodong Guohe asset acquisition?

For the Zhaodong Guohe land, buildings and equipment acquisition in Heilongjiang Province, consideration shares increase from 36,351,449,375 to 57,923,514,000 Class A shares, equivalent to 9,653,919 ADSs, based on the original purchase price of US$21,161,390 and the adjusted ADS price and ratio.

What were the key pricing assumptions in Yimutian Inc. (YMT)'s updated acquisition terms?

The revised consideration uses an adjusted price of US$2.192 per ADS and the updated ratio of one ADS to 6,000 Class A ordinary shares, applied to the original U.S. dollar purchase prices in the equity and asset purchase agreements.

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

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Available on EDGAR 09/15/2026 - 04:22 PM Accepted by SEC EDGAR 09/15/2026 - 04:07 PM Learn about SEC filing dates

Filed Pursuant to Rule 424(b)(3)

 Registration Statement No. 333-293952

Prospectus Supplement No. 7

(To Prospectus dated March 9, 2026)

Up to 42,307,692 American Depositary Shares Representing up to 1,057,692,300 Class A Ordinary Shares

Yimutian Inc.

This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated March 9, 2026 (as supplemented or amended from time to time, the “Prospectus”), which forms a part of our Registration Statement on Form F-1 (Registration No. 333-293952), as amended and supplemented. The Prospectus relates to the resale, from time to time, up to 42,307,692 American depositary shares (the “ADSs”), representing 1,057,692,300 Class A ordinary shares, par value of US$0.00001 per share, of Yimutian Inc. (the “Company”) issuable upon the conversion or otherwise pursuant to the terms of up to an aggregate principal amount of US$10,000,000 of senior convertible promissory note (the “Notes”) issued or issuable to the selling shareholder named in the Prospectus (the “Selling Shareholder”), pursuant to the terms of that certain securities purchase agreement, dated as of December 8, 2025 (the “Securities Purchase Agreement”), by and between the Company and the Selling Shareholder, from time to time and upon the terms and conditions thereof (assuming full conversion of the Notes and interest payments made in ADSs at a price of US$0.26 per share, the current floor price of the Initial Note). Each ADS represents 6,000 Class A ordinary shares.

This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and may not be delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement should be read in conjunction with the Prospectus and if there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement.

Our ADSs are listed on the Nasdaq Capital Market (“Nasdaq”) under the trading symbol “YMT”. On September 14, 2026, the closing price for our ADSs on Nasdaq was US$2.20 per ADS.

We may further amend or supplement the Prospectus and this prospectus supplement from time to time by filing amendments or supplements as required. You should read the entire Prospectus, this prospectus supplement and any amendments or supplements carefully before you make your investment decision.

Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 28 of the Prospectus for a discussion of information that should be considered in connection with an investment in our securities.

Neither the U.S. Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or determined if this prospectus supplement or the Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus supplement is September 15, 2026.

Entry into Supplemental Agreements

On September 9, 2026, Yimutian Inc., an exempted company incorporated in the Cayman Islands with limited liability (the “Company”), together with its wholly-owned subsidiary, Beijing Yimutian Network Technology Co., Ltd. (“Beijing Yimutian”), entered into two supplemental agreements to amend the consideration under the Equity Purchase Agreement and the Asset Purchase Agreement, each dated August 20, 2026, previously disclosed in the Company’s current report on Form 6-K dated August 25, 2026.

The revised consideration share numbers are calculated using the original U.S. dollar purchase prices and an adjusted price of US$2.192 per ADS. The calculation also uses the ratio as of September 9, 2026 of one ADS to 6,000 Class A ordinary shares, compared with one ADS to 375 Class A ordinary shares on the date of the original agreements.

Supplemental Agreement to the Equity Purchase Agreement

The Company and Beijing Yimutian entered into a Supplemental Agreement to the Equity Purchase Agreement (the “Equity Supplemental Agreement”) with Ning Zhang and Kuili Zhang (collectively, the “Sellers”) and Qingdao Xingongguan Holiday Hotel Co., Ltd. (“Qingdao Xingongguan”). The original Equity Purchase Agreement provides for the acquisition of control over 100% of the equity interests in Qingdao Xingongguan through a series of variable interest entity (“VIE”) agreements.

Based on the original purchase price of US$5,800,000 and the adjusted ADS price and ratio described above, the Equity Supplemental Agreement provides for an additional 5,912,556,816 Class A ordinary shares, increasing the consideration shares from 9,963,353,184 to 15,875,910,000, equivalent to 2,645,985 ADSs at the revised ratio. The original and additional consideration shares are allocated 90% to Ning Zhang and 10% to Kuili Zhang.

Supplemental Agreement to the Asset Purchase Agreement

The Company and Beijing Yimutian entered into a Supplemental Agreement to the Asset Purchase Agreement (the “Asset Supplemental Agreement”, together with the Equity Supplemental Agreement, the “Supplemental Agreements”) with Zhaodong Guohe Animal Husbandry Co., Ltd. (“Zhaodong Guohe”). The original Asset Purchase Agreement provides for the acquisition of certain land, buildings and equipment assets located in Zhaodong, Suihua, Heilongjiang Province, the People’s Republic of China (the “PRC”).

Based on the original purchase price of US$21,161,390 and the adjusted ADS price and ratio described above, the Asset Supplemental Agreement provides for an additional 21,572,064,625 Class A ordinary shares, increasing the consideration shares from 36,351,449,375 to 57,923,514,000, equivalent to 9,653,919 ADSs at the revised ratio.

The foregoing descriptions of the Equity Supplemental Agreement and the Asset Supplemental Agreement are qualified in their entirety by reference to the full text of the English translations of such agreements, which are filed as Exhibits 10.1 and 10.2 to the Report on Form 6-K that the Company filed with the SEC on September 15, 2026, respectively, and are incorporated herein by reference.