JDZG · JIADE Limited

JIADE Limited executed a definitive Securities Purchase Agreement on May 4, 2026, for a registered direct offering under its effective Form F-3 shelf registration (File No. 333-292574), enabling sales up to the $200M base prospectus limit. The transaction structures two closings: an initial $3.36M sale of 14M Class A ordinary shares at $0.24/share, expected May 5, 2026, followed by a $8.64M second closing by June 30, 2026, contingent on share consolidation and amendments to the Memorandum and Articles of Association. This provides immediate liquidity while deferring the bulk, allowing time for corporate restructuring. Cayman Islands counsel (Maples and Calder) confirmed the company's good standing, authorized share capital of $50,000 (20M shares: 15.8M Class A, 3M Class B, 1.2M preference), and that offered shares will be fully paid and non-assessable upon issuance and entry in the register. Lock-up agreements from directors and executives (5 months post-closing) signal alignment with shareholders. Proceeds target working capital and general purposes, explicitly excluding debt satisfaction beyond trade payables, litigation, or regulatory violations, supporting operations in China's adult education services amid 2025 metrics showing service to over 170K students.