Yimutian Inc. (YMT) registers ADSs; Nasdaq grants 180‑day cure for $1.00 bid rule

Rhea-AI Filing Summary

Yimutian Inc. files a prospectus supplement to register up to 42,307,692 ADSs, representing up to 1,057,692,300 Class A ordinary shares, issuable upon assumed conversion of up to $10,000,000 of senior convertible notes at US$0.26 per share.

The company received a Nasdaq notice dated April 2, 2026 that it is not in compliance with the $1.00 minimum bid price requirement and has until September 29, 2026 (180 days) to regain compliance, including by a possible ADS-to-share ratio change; trading continues on Nasdaq.

Insights

Securities Registration Specialist

Registration updates resale mechanics and notes conversion assumptions.

The supplement confirms the registration of up to 42,307,692 ADSs (equivalent to 1,057,692,300 Class A ordinary shares) tied to an assumed full conversion of up to $10,000,000 of senior convertible notes at a floor price of $0.26 per share. The language retains standard qualifiers linking issuance to note conversion and interest payments.

Cash‑flow treatment is explicit: conversion into ADSs is assumed; no other uses of proceeds are stated. Timing and holder decisions will determine actual issuance quantities.

Corporate Governance / Exchange Compliance Analyst

Nasdaq minimum bid deficiency creates a defined cure period and remedial options.

The company received a Nasdaq notice under Listing Rule 5450(a)(1) for a closing bid below $1.00 from Feb 18, 2026 to Apr 1, 2026. Nasdaq granted a 180‑day cure period ending Sep 29, 2026 to regain compliance (ten consecutive business days ≥ $1.00 required).

The supplement states the company is evaluating options, including an ADS ratio change. If compliance is not achieved, Nasdaq may provide an additional period or commence delisting procedures.

Key Figures

ADS registered: 42,307,692 ADSs Underlying Class A shares: 1,057,692,300 Class A ordinary shares Convertible note principal: $10,000,000 +3 more

6 metrics

ADS registered 42,307,692 ADSs Prospectus Supplement dated April 9, 2026

Underlying Class A shares 1,057,692,300 Class A ordinary shares Equivalent to registered ADSs (25 shares per ADS)

Convertible note principal $10,000,000 Aggregate principal amount of senior convertible notes referenced

ADS floor price assumption $0.26 per share Current floor price of the Initial Note used for conversion math

Recent ADS closing price $0.18 per ADS Closing price on Nasdaq on April 8, 2026

Nasdaq cure period 180 days Period ending September 29, 2026 to regain $1.00 minimum bid compliance

Key Terms

American Depositary Shares (ADSs), Nasdaq Listing Rule 5450(a)(1), Securities Purchase Agreement, senior convertible promissory note

4 terms

American Depositary Shares (ADSs) financial

"Each ADS represents twenty-five (25) Class A ordinary shares."

A U.S.-listed certificate that stands for a specific number of shares in a non‑U.S. company held by a U.S. bank, making the foreign stock tradable on American exchanges in dollars. Think of it like a local voucher that represents ownership of an overseas product — it lets U.S. investors buy and sell foreign companies without handling foreign currency or foreign brokerage accounts, but it can affect dividends, voting rights, fees, liquidity and exposure to currency and regulatory differences.

Nasdaq Listing Rule 5450(a)(1) regulatory

"not in compliance with the $1.00 minimum bid price requirement under the Nasdaq Listing Rules"

Nasdaq Listing Rule 5450(a)(1) is a continued-listing standard that sets a minimum share price companies must maintain to remain listed on the Nasdaq market—commonly a $1.00 per-share threshold. Investors care because falling below that floor can trigger a compliance review and possible delisting, which is like failing a minimum grade and losing access to the public market; delisting can reduce liquidity, visibility and the ability to raise capital.

Securities Purchase Agreement legal

"pursuant to that certain securities purchase agreement, dated as of December 8, 2025"

A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.

senior convertible promissory note financial

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

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

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Accepted by SEC EDGAR 04/09/2026 - 08:14 AM Learn about SEC filing dates

FAQ

What amount of securities is YMT registering in this prospectus supplement?

Yimutian is registering up to 42,307,692 ADSs representing 1,057,692,300 Class A ordinary shares. These ADSs are tied to an assumed full conversion of up to $10,000,000 of senior convertible notes at $0.26 per share.

How does each ADS relate to Class A ordinary shares for YMT?

Each ADS represents 25 Class A ordinary shares. The prospectus states the ADS-to-share ratio explicitly and uses that ratio to translate registered ADSs into underlying Class A ordinary shares.

What Nasdaq notice did YMT receive and what does it mean?

Yimutian received a notice on April 2, 2026 for noncompliance with the $1.00 minimum bid requirement. The notice provides a 180‑day cure period ending September 29, 2026 to regain compliance by meeting the $1.00 threshold.

What must YMT achieve to regain Nasdaq compliance?

To regain compliance, the closing bid price of ADSs must be ≥ $1.00 for at least ten consecutive business days, unless Nasdaq extends that period. The company may also pursue an ADS ratio change.

Will YMT’s ADSs continue trading while it attempts to regain compliance?

Yes. The prospectus supplement states that the ADSs will continue to trade on the Nasdaq Global Market while the company uses the granted cure period to seek compliance.

Filed Pursuant to Rule 424(b)(3)

Registration Statement No. 333-293952

Prospectus Supplement No. 3

(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 twenty-five (25) 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 Global Market (“Nasdaq”) under the trading symbol “YMT”. On April 8, 2026, the closing price for our ADSs on Nasdaq was US$0.18 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 April 9, 2026.

Receipt of Nasdaq Notification Regarding Minimum Bid Price

The Company received a written notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) on April 2, 2026 indicating that the Company is not in compliance with the $1.00 minimum bid price requirement under the Nasdaq Listing Rules (the “Listing Rules”). Based on the closing bid price of the Company’s listed securities from February 18, 2026 to April 1, 2026, the Company has not met the minimum bid price requirement set forth in Listing Rule 5450(a)(1) during that period. The Notice is only a notification of deficiency and has no immediate effect on the listing of the Company’s ADSs. The Company’s ADSs will continue to trade on the Nasdaq Global Market at this time. The Company’s receipt of the Notice does not impact the Company’s business, operations or reporting requirements with the U.S. Securities and Exchange Commission.

The Notice states that under Listing Rule 5810(c)(3)(A), the Company is provided with a period of 180 calendar days, or until September 29, 2026, to regain compliance with the Listing Rules. To regain compliance with the Listing Rules, the closing bid price of the Company’s ADSs must meet or exceed $1.00 per ADS for at least ten consecutive business days, unless Nasdaq exercises its discretion to extend this ten-day period. In the event the Company does not regain compliance by September 29, 2026, the Company may be eligible for an additional period to regain compliance or may face delisting.

The Company is currently evaluating options to regain compliance and intends to timely regain compliance with Nasdaq’s continued listing requirement, including a change of ratio of its ADSs and Class A ordinary shares. Although the Company will use all reasonable efforts to achieve compliance with the Minimum Bid Requirement, there can be no assurance that the Company will be able to regain compliance with that rule or will otherwise be in compliance with other Nasdaq continued listing requirements. If it appears that the Company will not be able to cure the deficiency, or if the Company is otherwise not eligible, Nasdaq will provide notice that the Company’s securities will be subject to delisting.