Ridgetech Inc 6-K, filed Sep 9, 2026
Ridgetech Inc. (RDGT)
About this 6-K
Ridgetech Inc filed this 6-K on September 9, 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 OF THE
SECURITIES EXCHANGE ACT OF 1934
For the month of September 2026
Commission File Number: 001-40724
RIDGETECH, INC.
(Translation of registrant’s name into English)
5th Floor, Building 6, No. 100, 18th Street,
Baiyang Sub-district,
Qiantang District, Hangzhou City, Zhejiang Province, People’s Republic of China, 310018
(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 ☒ Form 40-F ☐
INCORPORATION BY REFERENCE
This report is incorporated by reference in our registration statements on Form F-3 (No. 333-291941) and S-8 (No. 333-264505, No. 333-268809 and No. 333-277849), and shall be deemed to be a part thereof from the date on which this report is furnished to the Securities and Exchange Commission (the “SEC”), to the extent not superseded by documents or reports subsequently filed or furnished.
Completion of Capital Reduction and Share Subdivision.
As previously reported, at the annual general meeting of shareholders of Ridgetech, Inc. (the “Company”) held on August 25, 2026 (the “2026 Annual Meeting”), the shareholders of the Company approved, by special resolution and subject to all further requirements prescribed by Sections 14, 14A and 14B of the Companies Act (As Revised) of the Cayman Islands relating to a share capital reduction supported by a solvency statement being complied with, the reduction of the par value of each issued and outstanding ordinary share of the Company from US$0.15 per share to US$0.0001 per share by cancelling the paid-up capital to the extent of the difference between such amounts (the “Capital Reduction”). The shareholders further approved that, immediately following the Capital Reduction, each authorized but unissued ordinary share of the Company be subdivided (the “Share Subdivision”) into 1,500 new ordinary shares of par value US$0.0001 each.
On September 7, 2026, the Company received confirmation from the Registrar of Companies of the Cayman Islands that its filings relating to the Capital Reduction and the Share Subdivision had been approved and registered, including the solvency statement, the minutes containing the particulars required under Sections 14, 14A and 14B of the Companies Act (As Revised) of the Cayman Islands, and the Certificate of Share Capital Reduction. The Capital Reduction and the Share Subdivision became effective on September 2, 2026, as evidenced by the Certificate of Share Capital Reduction issued by the Registrar of Companies of the Cayman Islands. The Company’s Sixth Amended and Restated Memorandum and Articles of Association remain in effect following the Capital Reduction and the Share Subdivision, while the Certificate of Share Capital Reduction has been appended thereto to reflect the effect of the Capital Reduction and the Share Subdivision. Following the effectiveness of the Capital Reduction and the Share Subdivision, the authorized share capital of the Company is US$36,010,000 divided into (i) 360,000,000,000 ordinary shares of a par value of US$0.0001 each and (ii) 10,000,000 preferred shares of a par value of US$0.001 each, 100,000 of which are issued and designated as Series A Preferred Shares. A copy of the Certificate of Share Capital Reduction is filed herewith as Exhibit 1.1.
| Exhibit No. | Description of Exhibit | |
| 1.1 | Reduction of Share Capital Certificate effective as of September 2, 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.
| Date: September 9, 2026 | RIDGETECH, INC. | |
| By: | /s/ Ming Zhao | |
| Name: | Ming Zhao | |
| Title: | Interim Chief Executive Officer and Chief Financial Officer | |
2
Exhibit 1.1
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CT-373821
REDUCTION OF SHARE CAPITAL
TO WHOM IT MAY CONCERN
I, D. Evadne Ebanks, Senior Assistant Registrar of Companies in and for the Cayman Islands, DO HEREBY CERTIFY THAT the minute set out below dated 25th August 2026 with respect to the reduction of share capital by Solvency Statement dated 1st August 2026 of
Ridgetech, Inc.
was duly registered on the 2nd September 2026 in compliance with all the requirements of the Companies Act (Revised)
Minute
The authorised share capital of the Company was, by virtue of a special resolution of its shareholders passed on 25 August 2026 and supported by a solvency statement in accordance with Section 14A of the Companies Act of the Cayman Islands (As Revised), reduced FROM US$36,010,000 divided into (i) 240,000,000 Ordinary Shares of a par value of US$0.15 each and (ii) 10,000,000 preferred shares of a par value of US$0.001 each, 2,000,000 of which are designated as Series A Preferred Shares, TO US$36,010,000 divided into (i) 360,000,000,000 Ordinary Shares of a par value of US$0.0001 each and (ii) 10,000,000 preferred shares of a par value of US$0.001 each, 2,000,000 of which are designated as Series A Preferred Shares.
At the date of registration of this minute, 3,629,540 Ordinary Shares and 100,000 preferred shares designated as Series A Preferred Shares are issued and are fully paid up and the remainder are unissued.
| Authorisation Code : 668352623866 | |
| www.verify.gov.ky | |
| 07 September 2026 |
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Given under my hand and Seal at George Town |
| in the Island of Grand Cayman this | |
| 2nd day of September Two Thousand Twenty-Six | |
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| Senior Assistant Registrar of Companies | |
| Cayman Islands |
| Authorisation Code : 668352623866 | |
| www.verify.gov.ky | |
| 07 September 2026 |
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