Chengdu, China, Feb. 18, 2026 — JIADE LIMITED (NASDAQ: JDZG) (the “Company”) announced today the execution of a Securities Purchase Agreement with a group of investors. The agreement covers the sale of 12,000,000 Class A ordinary shares, with a par value of $0.0001 per share (the “Shares”), or corresponding pre-funded warrants, at a price of $0.25 per Share in a registered direct offering (the “Offering”). The price for the pre-funded warrants equals the Share price minus the $0.0001 per share exercise price. Under the terms of the Securities Purchase Agreement, the Company and the investors have arranged for potential additional closings for up to 48,000,000 more Shares. These closings may occur on or before the 30th day following the Initial Closing Date, provided the investors choose to exercise their option to buy more Shares (or pre-funded warrants) by submitting one or more written notices.
The Company anticipates receiving gross proceeds of roughly $3 million from the Offering. Subject to standard closing conditions, the transaction is scheduled to close on or around February 19, 2026 (the “Initial Closing Date”). The Shares (or pre-funded warrants) are being offered under a shelf registration statement on Form F-3 (File No. 333-292574). This registration was filed earlier by the Company and became effective with the U.S. Securities and Exchange Commission (the “SEC”) on January 13, 2026. The Company may conduct further closings until the maximum number of Shares (or pre-funded warrants) is sold or the offering concludes.
Univest Securities, LLC is serving as the exclusive placement agent for the transaction.
A final prospectus supplement and the related base prospectus outlining the Offering’s terms will be submitted to the SEC and made accessible on the SEC’s website at . Once available, electronic versions of these documents can be requested by reaching out to Univest Securities, LLC at , or by phone at +1 (212) 343-8888.
This announcement is not an offer to sell or a solicitation of an offer to buy these securities, nor shall any sale occur in any jurisdiction where such an offer, solicitation, or sale would be illegal prior to registration or qualification under local securities laws. The Company will file the prospectus supplement for the registered direct Offering along with the accompanying base prospectus, which will be accessible on the SEC’s website at upon filing.
About JIADE LIMITED
JIADE LIMITED delivers comprehensive, one-stop education support services to adult education institutions across China. Operating through its subsidiaries, the Company provides software-driven and service-oriented solutions built on its Kebiao Technology Educational Administration Platform (“KB Platform”). This platform simplifies processes including enrollment, student management, tracking of learning progress, grade inquiries, and graduation management. Additionally, JIADE offers supplementary services like pre-enrollment counseling, exam preparation training, application assistance, tutoring, and exam administration. The Company has so far assisted over 17 adult education institutions and about 80,000 students throughout China.
Forward-Looking Statements
This announcement contains forward-looking statements. These statements are subject to known and unknown risks and uncertainties and reflect the Company’s current expectations and forecasts regarding future events and financial trends that could influence its financial position, operational results, business strategy, and capital requirements. Investors can recognize these forward-looking statements by terminology such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “potential,” “continue,” “is/are likely to,” or comparable expressions. The Company does not commit to updating forward-looking statements to account for subsequent events, changes in circumstances, or revisions to its expectations, unless legally required. While the Company considers the expectations in these forward-looking statements to be reasonable, it cannot guarantee their accuracy. The Company advises investors that actual outcomes could differ significantly from anticipated results and urges investors to examine other factors detailed in the Company’s registration statement and its additional filings with the SEC that may impact future performance.
For more information, please contact:
JIADE LIMITED
Investor Relations Department
Email:
Investor Relations
WFS Investor Relations Inc.
Email:
Phone: +1 628 283 9214
