JIADE Ltd 6-K, filed Jun 2, 2026
JIADE Ltd (JDZG)
About this 6-K
JIADE Ltd filed this 6-K on June 2, 2026.
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 June 2026
Commission file number: 001-42098
JIADE LIMITED
18/F, Block D, Huirong Plaza, No. 88, Section 3, Jinhua Road
Jinjiang District, Chengdu City, Sichuan Province
The
People’s Republic of China
(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 x Form 40-F ¨
Entry into Material Definitive Agreement; Completion of Additional Closing
As previously announced, on May 4, 2026, JIADE LIMITED, a company incorporated under the laws of the Cayman Islands (the “Company”), entered into a certain securities purchase agreement (the “Securities Purchase Agreement”) with each of certain purchasers (each, a “Purchaser,” and collectively, the “Purchasers”). Pursuant to the Securities Purchase Agreement, each Purchaser agreed to purchase, and the Company agreed to issue and sell to the Purchasers, an aggregate of 50,000,000 Class A ordinary shares of the Company, subject to adjustments for forward and reverse stock splits, recapitalizations, stock dividends and the like after the date of the Securities Purchase Agreement (the “Shares”), at a purchase price of $0.24 per share, for an aggregate purchase price of $12,000,000. The Securities Purchase Agreement provided for an initial closing of $3,360,000 of the Company’s Class A ordinary shares, which closing occurred on May 7, 2026 (the “Initial Closing”), and an additional closing of $8,640,000 of the Company’s Class A ordinary shares on a date to be determined by the Company but no later than June 30, 2026 (the “Additional Closing”), subject to the satisfaction of customary and other closing conditions. In addition to the customary closing conditions, the Securities Purchase Agreement conditioned the Additional Closing upon the Company effectuating a share consolidation and adopting its Third Amended and Restated Memorandum and Articles of Association, the fulfillment of which additional conditions were announced in the Current Report on Form 6-K filed with the U.S. Securities and Exchange Commission (the “Commission”) on May 27, 2026.
On June 1, 2026, the Additional Closing occurred and the Company will issue 3,600,000 Class A ordinary shares (the “Additional Closing Shares”) upon the confirmed receipt of $8,640,000 in gross proceeds from the Purchasers, before deducting offering expenses. The Additional Closing Shares are being issued at a purchase price of $2.40 per share, reflecting the Company’s 10-for-1 share consolidation effected on June 1, 2026.
The Additional Closing Shares were offered under the Company’s registration statement on Form F-3 (File No. 333-292574), initially filed with the Commission on January 5, 2026, and declared effective on January 13, 2026 (the “Registration Statement”). A prospectus supplement to the Registration Statement in connection with the sale of the Additional Closing Shares was filed with the Commission on June 1, 2026. The Securities Purchase Agreement, the transactions contemplated thereby, and the issuance of the Shares have been approved by the Company’s board of directors.
For a more complete description of the Securities Purchase Agreement, please refer to the Company’s Current Report on Form 6-K filed with the Commission on May 7, 2026. The foregoing description of the Securities Purchase Agreement and the Additional Closing is qualified in its entirety by reference to the full text of the Form of Securities Purchase Agreement, which was filed as Exhibit 10.1 thereto.
This current report on Form 6-K is incorporated by reference into the Company’s registration statement on Form F-3 (File No. 333-292574), filed with the Commission, to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.
Exhibits
| Exhibit No. | Description | |
| 5.1 | Opinion of Maples and Calder (Hong Kong) LLP | |
| 23.2 | Consent of Maples and Calder (Hong Kong) LLP (included in Exhibit 5.1) | |
| 99.1 | Press Release, dated June 1, 2026 |
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.
| JIADE LIMITED | ||
| By: | /s/ Yuan Li | |
| Name: | Yuan Li | |
| Title: | Co-Chief Executive Officer | |
Date: June 1, 2026
2
Exhibit 5.1
Our ref JUH/851499-000001/86747685v2
JIADE LIMITED
18/F, Block D, Huirong Plaza, No. 88, Section 3, Jinhua Road
Jinjiang District, Chengdu City, Sichuan Province
People's Republic of China
1 June 2026
Dear Sirs
JIADE LIMITED
We have acted as Cayman Islands legal advisers to JIADE LIMITED (the "Company") in connection with the Company’s supplement (the “Prospectus Supplement”) to a base prospectus (the “Base Prospectus”) filed with its registration statement on Form F-3, including all amendments or supplements thereto, the Prospectus, and the Prospectus Supplement, being collectively referred to herein as (the "Registration Statement"), filed with the U.S. Securities and Exchange Commission under the U.S. Securities Act of 1933, as amended, which Base Prospectus relates to future issuance and sale by the Company, on a delayed or continuous basis, from time to time in one or more offerings, up to US$200,000,000. The Prospectus Supplement is related to the offering and sale of the following:
| (i) | 3,600,000 Class A ordinary shares of the Company (the "Class A Ordinary Shares") of a par value of US$0.000025 each (the “Sale Shares”); |
in accordance with the securities purchase agreement dated 4 May 2026 entered into between the Company and the purchasers named therein (the "Securities Purchase Agreement").
We are furnishing this opinion as Exhibits 5.1 and 23.3 to the Registration Statement.
| 1 | Documents Reviewed |
We have reviewed originals, copies, drafts or conformed copies of the following documents:
| 1.1 | The certificate of incorporation of the Company dated 20 February 2023 issued by the Registrar of Companies in the Cayman Islands. |
| 1.2 | The third amended and restated memorandum and articles of association of the Company as adopted by a special resolution passed on 4 May 2026 (the "Memorandum and Articles"). |
| 1.3 | The written resolutions of the board of directors of the Company dated 5 May 2026 and 29 May 2026 (the "Directors’ Resolutions"). |
| 1.4 | A certificate from a director of the Company, a copy of which is attached hereto (the "Director's Certificate"). |
| 1.5 | A certificate of good standing dated 29 May 2026 issued by the Registrar of Companies in the Cayman Islands (the "Certificate of Good Standing"). |
| 1.6 | The Registration Statement. |
| 1.7 | The Securities Purchase Agreement (the "Transaction Document"). |
| 2 | Assumptions |
The following opinions are given only as to, and based on, circumstances and matters of fact existing and known to us on the date of this opinion letter. These opinions only relate to the laws of the Cayman Islands which are in force on the date of this opinion letter. In giving the following opinions, we have relied (without further verification) upon the completeness and accuracy, as at the date of this opinion letter, of the Director's Certificate and the Certificate of Good Standing. We have also relied upon the following assumptions, which we have not independently verified:
| 2.1 | Copies of documents, conformed copies or drafts of documents provided to us are true and complete copies of, or in the final forms of, the originals. |
| 2.2 | All signatures, initials and seals are genuine. |
| 2.3 | There is no contractual or other prohibition or restriction (other than as arising under Cayman Islands law) binding on the Company prohibiting or restricting it from entering into and performing its obligations under the Registration Statement and a duly authorised, executed and delivered Securities Purchase Agreement. |
| 2.4 | The Company will have sufficient Sale Shares authorised for issue under the Memorandum and Articles at the time of issuance. |
| 2.5 | The Transaction Document is or will be, legal, valid, binding and enforceable against all relevant parties in accordance with their terms under the laws of the State of New York and all other relevant laws (other than, with respect to the Company, the laws of the Cayman Islands). |
| 2.6 | The choice of the law of the State of New York as the governing law of the Transaction Document will be made in good faith and would be regarded as a valid and binding selection which will be upheld by the courts of the State of New York and any other relevant jurisdiction (other than the Cayman Islands) as a matter of the laws of the State of New York and all other relevant laws (other than the laws of the Cayman Islands). |
| 2.7 | The capacity, power, authority and legal right of all parties under all relevant laws and regulations (other than, with respect to the Company, the laws and regulations of the Cayman Islands) to enter into, execute, unconditionally deliver and perform their respective obligations under the Transaction Document. |
| 2.8 | No monies paid to or for the account of the Company in respect of the Sale Shares represent or will represent proceeds of criminal conduct or criminal property or terrorist property (as defined in the Proceeds of Crime Act (As Revised) and the Terrorism Act (As Revised) respectively). |
| 2.9 | There is nothing under any law (other than the law of the Cayman Islands), which would or might affect the opinions set out below. |
| 2.10 | The issue of the Sale Shares under the Transaction Document will be of commercial benefit to the Company. |
| 2 |
| 2.11 | No invitation has been or will be made by or on behalf of the Company to the public in the Cayman Islands to subscribe for any of the Sale Shares. |
| 3 | Opinion |
Based upon, and subject to, the foregoing assumptions and the qualifications set out below, and having regard to such legal considerations as we deem relevant, we are of the opinion that:
| 3.1 | The Company has been duly incorporated as an exempted company with limited liability and is validly existing and in good standing with the Registrar of Companies under the laws of the Cayman Islands. |
| 3.2 | Based solely on our review of the Memorandum and Articles, the authorised share capital of the Company is US$50,000 divided into 2,000,000,000 ordinary shares of a par value of US$0.000025 each, consisting of (a) 1,988,800,000 Class A ordinary shares of a par value of US$0.000025 each, (b) 10,000,000 Class B ordinary shares of a par value of US$0.000025 each and (c) 1,200,000 preference shares of a par value of US$0.000025 each. |
| 3.3 | The issue and allotment of the Sale Shares, have been duly authorised and when allotted, issued and paid for as contemplated in the Registration Statement, the Prospectus Supplement and the Transaction Document, such Sale Shares will be legally issued and allotted, fully paid and non-assessable. As a matter of Cayman law, a share is only issued when it has been entered in the register of members (shareholders). |
| 3.4 | The statements under the caption "Taxation" in the prospectus forming part of the Registration Statement, to the extent that they constitute statements of Cayman Islands law, are accurate in all material respects and that such statements constitute our opinion. |
| 4 | Qualifications |
The opinions expressed above are subject to the following qualifications:
| 4.1 | To maintain the Company in good standing under the laws of the Cayman Islands, annual filing fees must be paid and returns made to the Registrar of Companies within the time frame prescribed by law. |
| 4.2 | The obligations assumed by the Company under the Transaction Document will not necessarily be enforceable in all circumstances in accordance with their terms. In particular: |
| (a) | enforcement may be limited by bankruptcy, insolvency, liquidation, reorganisation, readjustment of debts or moratorium or other laws of general application relating to, protecting or affecting the rights of creditors and/or contributories; |
| (b) | enforcement may be limited by general principles of equity. For example, equitable remedies such as specific performance may not be available, inter alia, where damages are considered to be an adequate remedy; |
| (c) | some claims may become barred under relevant statutes of limitation or may be or become subject to defences of set off, counterclaim, estoppel and similar defences; |
| 3 |
| (d) | where obligations are to be performed in a jurisdiction outside the Cayman Islands, they may not be enforceable in the Cayman Islands to the extent that performance would be illegal under the laws of that jurisdiction; |
| (e) | the courts of the Cayman Islands have jurisdiction to give judgment in the currency of the relevant obligation and statutory rates of interest payable upon judgments will vary according to the currency of the judgment. If the Company becomes insolvent and is made subject to a liquidation proceeding, the courts of the Cayman Islands will require all debts to be proved in a common currency, which is likely to be the "functional currency" of the Company determined in accordance with applicable accounting principles. Currency indemnity provisions have not been tested, so far as we are aware, in the courts of the Cayman Islands; |
| (f) | arrangements that constitute penalties will not be enforceable; |
| (g) | enforcement may be prevented by reason of fraud, coercion, duress, undue influence, misrepresentation, public policy or mistake or limited by the doctrine of frustration of contracts; |
| (h) | provisions imposing confidentiality obligations may be overridden by compulsion of applicable law or the requirements of legal and/or regulatory process; |
| (i) | the courts of the Cayman Islands may decline to exercise jurisdiction in relation to substantive proceedings brought in matters where they determine that such proceedings may be tried in a more appropriate forum; |
| (j) | we reserve our opinion as to the enforceability of the relevant provisions of the documents to the extent that they purport to grant exclusive jurisdiction as there may be circumstances in which the courts of the Cayman Islands would accept jurisdiction notwithstanding such provisions; |
| (k) | a company cannot, by agreement or in its articles of association, restrict the exercise of a statutory power and there is doubt as to the enforceability of any provision in the Transaction Document whereby the Company covenants to restrict the exercise of powers specifically given to it under the Companies Act (As Revised) of the Cayman Islands (the "Companies Act"), including, without limitation, the power to increase its authorised share capital, amend its memorandum and articles of association or present a petition to a Cayman Islands court for an order to wind up the Company; |
| (l) | enforcement or performance of any provision in the Transaction Document which relates, directly or indirectly, to an interest in the Company constituting shares, voting rights or ultimate effective control over management in the Company may be prohibited or restricted if any such relevant interest is or becomes subject to a restrictions notice issued under the Beneficial Ownership Transparency Act (As Revised) ("BOT Act"); and |
| (m) | enforcement or performance of any provision in the Transaction Document which relates, directly or indirectly, to an interest in a Cayman Islands "legal person" (as defined in the BOT Act) (a "Legal Person") constituting partnership interests, shares, voting rights or ultimate effective control over management in respect of such Legal Person may be prohibited or restricted if any such relevant interest is or becomes subject to a restrictions notice issued under the BOT Act. |
| 4 |
| 4.3 | We express no opinion as to the meaning, validity or effect of any references to foreign (i.e. non-Cayman Islands) statutes, rules, regulations, codes, judicial authority or any other promulgations and any references to them in the Transaction Document. |
| 4.4 | We reserve our opinion as to the extent to which the courts of the Cayman Islands would, in the event of any relevant illegality or invalidity, sever the relevant provisions of the Transaction Document and enforce the remainder or the transaction of which such provisions form a part, notwithstanding any express provisions in this regard. |
| 4.5 | Under the Companies Act (As Revised) of the Cayman Islands (the "Companies Act"), the register of members of a Cayman Islands company is by statute regarded as prima facie evidence of any matters which the Companies Act directs or authorises to be inserted in it. A third party interest in the shares in question would not appear. An entry in the register of members may yield to a court order for rectification (for example, in the event of fraud or manifest error). |
| 4.6 | In this opinion the phrase "non-assessable" means, with respect to the Sale Shares in the Company, that a shareholder shall not, solely by virtue of its status as a shareholder, and in absence of a contractual arrangement, or an obligation pursuant to the memorandum and articles of association, to the contrary, be liable for additional assessments or calls on the Sale Shares by the Company or its creditors (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstances in which a court may be prepared to pierce or lift the corporate veil). |
Except as specifically stated herein, we make no comment with respect to any representations and warranties which may be made by or with respect to the Company in any of the documents or instruments cited in this opinion or otherwise with respect to the commercial terms of the transactions, which are the subject of this opinion.
We hereby consent to the filing of this opinion as an exhibit to the Form 6-K incorporated by reference into the Registration Statement and to the reference to our name under the headings "Enforcement of Civil Liabilities" and "Legal Matters" and elsewhere in the prospectus included in the Registration Statement. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the U.S. Securities Act of 1933, as amended, or the Rules and Regulations of the Commission thereunder.
Yours faithfully
Maples and Calder (Hong Kong) LLP
| 5 |
Director's Certificate
| 6 |
Exhibit 99.1
JIADE LIMITED Announces Closing of Additional $8.64 Million Registered Direct Offering
Chengdu, China, June 1, 2026 (GLOBE NEWSWIRE) -- JIADE LIMITED (Nasdaq: JDZG) (“JIADE” or the “Company”), a provider of one-stop comprehensive education support services for adult education institutions through its subsidiaries in the People’s Republic of China, today announced that the Company has completed the additional closing of $8.64 million of its Class A ordinary shares in a registered direct offering (the “Additional Closing”), following an initial closing of $3.36 million of its Class A ordinary shares, which closing occurred on May 7, 2026. Pursuant to a certain securities purchase agreement, dated May 4, 2026 (the “Agreement”), entered into by and among the Company and certain purchasers (the “Purchasers”), the Company agreed to sell an aggregate of up to $12.0 million of its Class A ordinary shares in the registered direct offering.
On June 1, 2026, the Additional Closing occurred, and the Company issued 3,600,000 Class A ordinary shares (the “Additional Closing Shares”) upon the confirmed receipt of $8,640,000 in gross proceeds from the Purchasers, before deducting offering expenses. The Additional Closing Shares are being issued at a purchase price of $2.40 per share, reflecting the Company’s 10-for-1 share consolidation effected on June 1, 2026.
The Company intends to use the net proceeds from the sale of the securities for general corporate purposes, including working capital.
The securities described above were offered and sold by the Company pursuant to an effective shelf registration statement on Form F-3 (File No. 333-292574), which was initially filed with the U.S. Securities and Exchange Commission (the “SEC”) on January 5, 2026 and became effective on January 13, 2026. The offering of the shares was made only by means of a prospectus and prospectus supplements filed with the SEC.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About JIADE LIMITED
JIADE LIMITED (Nasdaq: JDZG) provides one-stop comprehensive education support services for adult education institutions in China. Through its subsidiaries, the Company offers software-driven and service-based solutions centered around the Kebiao Technology Educational Administration Platform, which streamlines enrollment, student management, learning progress tracking, grade inquiry, and graduation management. JIADE also provides auxiliary services such as pre-enrollment guidance, exam training, application support, tutoring, and exam administration. The Company served 23,205 students taking the National Unified Examination for College Admissions for Adults, 28,240 students enrolled with the Open University of China, and 16,078 students preparing for the Self-taught Higher Education Examinations, provided safety technology training services for both theoretical instruction and practical training components to 16,298 individuals and online courses services to 88,055 individuals for the year ended December 31, 2025.
Forward-Looking Statements
This press release contains forward-looking statements. These statements involve known and unknown risks and uncertainties and are based on the Company’s current expectations and assumptions regarding future events. Forward-looking statements can be identified by words such as “expects,” “plans,” “intends,” “believes,” “may,” “would,” “should,” “could,” “will,” “approximates,” “assesses,” “hopes,” “anticipates,” “estimates,” “projects,” and similar expressions. Actual results may differ materially due to various factors. The Company undertakes no obligation to update any forward-looking statements, except as required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company’s filings with the U.S. Securities and Exchange Commission.
For more information, please contact:
JIADE
LIMITED
Investor Relations Department
Email: kebiao@sckbkj.com
Investor Relations Firm
WFS Investor Relations Inc.
Email: services@wealthfsllc.com
Phone: +1 (628) 283-9214