Shareholder's Equity |
3 Months Ended |
|---|---|
Mar. 31, 2026 | |
| Shareholder's Equity [Abstract] | |
| SHAREHOLDER’S EQUITY | NOTE 16 – SHAREHOLDER’S EQUITY
Preferred Shares — The Company is authorized to issue an unlimited number of par value preferred shares, divided into five classes, Class A through Class E, each with such designation, rights and preferences as may be determined by a resolution of the Company’s board of directors to amend the Memorandum and Articles of Association to create such designations, rights and preferences. The Company has five classes of preferred shares to give the Company flexibility as to the terms on which each class is issued. All shares of a single class must be issued with the same rights and obligations. Accordingly, starting with five classes of preferred shares will allow the Company to issue shares at different times on different terms. As of March 31, 2026 and December 31, 2025, there were preferred shares designated, issued or outstanding.
Ordinary Shares — The Company is authorized to issue an unlimited number of ordinary shares of par value, divided into two classes: Class A Ordinary Shares, each carrying one vote per share, and Class B Ordinary Shares, each carrying twenty-five votes per share. As of March 31, 2026, there were 20,532,482 Class A ordinary shares and 6,011,740 Class B ordinary shares issued and outstanding. Accordingly, the total voting power of the Company as of March 31, 2026 was 170,826,982 votes. Trendway Capital Limited, which is controlled and beneficially owned by Mr. Peter Zuguang Wang, the chairman of the Company’s board of directors, held 100% of the outstanding Class B ordinary shares, representing 150,293,500 votes, or approximately 88.0% of the total voting power of the Company. As a result, Mr. Wang has the ability to control the outcome of matters submitted to a vote of the Company’s shareholders, including the election of directors and significant corporate transactions, without the consent of the holders of Class A ordinary shares.
On January 28, 2026, the Company entered into an underwriting agreement with Joseph Stone Capital, LLC, as sole underwriter, pursuant to which the Company agreed to sell 5,083,330 units (the “Units”) at a public offering price of $1.20 per Unit. Each Unit consisted of one ordinary share of the Company and four-fifths of one warrant (each, a “January 2026 Warrant”), with each whole January 2026 Warrant exercisable for one ordinary share at an exercise price of $1.20 per share, or by means of a zero price exercise, and expiring three years from the date of issuance. The ordinary shares and January 2026 Warrants included in the Units were immediately separable and were issued separately. The offering closed on January 29, 2026, and the Company received gross proceeds of approximately $6.1 million, before deducting underwriting discounts and other offering expenses.
On January 30, 2026, the Company re-convened its 2025 annual general meeting of shareholders (the “2025 Annual General Meeting”). At the 2025 Annual General Meeting, the shareholders of the Company approved, among other matters: (i) the adoption of amended and restated Memorandum and Articles of Association; (ii) the implementation of a dual class share structure, pursuant to which the ordinary shares of the Company were re-designated into Class A ordinary shares of no par value, carrying one vote per share, and Class B ordinary shares of no par value, carrying 25 votes per share; and (iii) the reclassification of each of the issued and outstanding ordinary shares held by Trendway Capital Limited as Class B ordinary shares, and the reclassification of all remaining issued and outstanding ordinary shares as Class A ordinary shares. On February 24, 2026, the dual-class share structure became effective on the Nasdaq Capital Market.
Rights
Each Class A Ordinary Share confers upon the holder one vote at a meeting of the Members or on any Resolution of Members, while each Class B Ordinary Share confers upon the holder twenty-five votes. Both classes of Ordinary Shares have identical economic rights, entitling the holder to an equal share with each other Ordinary Share in any dividend paid by the Company and in the distribution of the surplus assets of the Company on its liquidation. Conversion
In accordance with the Memorandum of Association, Class A Ordinary Shares are not convertible into Class B Ordinary Shares under any circumstance, while each Class B Ordinary Share is convertible into one Class A Ordinary Share at any time by the holder thereof, and upon any sale, transfer, assignment or disposition of any Class B Ordinary Shares by a holder thereof to any person who is not an affiliate of such holder, each of such Class B Ordinary Shares will be automatically and immediately converted into one Class A Ordinary Share. Class A Ordinary Shares are freely transferable.
Warrants — Redeemable warrants sold as part of the units in the Company’s initial public offering, or the Public Warrants (together with the Private Warrants (as defined below), the “Warrants”) may only be exercised for a whole number of shares. No fractional shares were issued upon exercise of the Public Warrants. The Public Warrants were exercisable from October 24, 2019 to October 24, 2024, a total of five years from the consummation of the Business Combination.
Private warrants included (i) the 282,000 warrants underlying the units issued to Greenland Asset Management Corporation (the “Sponsor”) and Chardan Capital Markets, LLC (“Chardan”) in a private placement in connection with our initial public offering (“Private Unit Warrants”), and (ii) 120,000 warrants held by Chardan upon the exercise of its unit purchase option to purchase 120,000 units in March 2021 (“Option Warrants,” together with Private Unit Warrants, the “Private Warrants”). The Private Warrants are identical to the Public Warrants underlying the units sold in the Initial Public Offering, except that the Private Warrants and the ordinary shares issuable upon the exercise of the Private Warrants are not transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Warrants were exercisable on a cashless basis and are non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Warrants were held by someone other than the initial purchasers or their permitted transferees, the Private Warrants would be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. The Private Warrants expired concurrently with the Public Warrants on October 24, 2024, and accordingly no Private Warrants remain outstanding.
On January 28, 2026, the Company entered into an underwriting agreement with Joseph Stone Capital, LLC, as sole underwriter, pursuant to which the Company agreed to sell 5,083,330 units (the “Units”) at a public offering price of $1.20 per Unit. Each Unit consisted of one ordinary share of the Company and four-fifths of one warrant (each, a “January 2026 Warrant”), with each whole January 2026 Warrant exercisable for one ordinary share at an exercise price of $1.20 per share, or by means of a zero price exercise, and expiring three years from the date of issuance. The ordinary shares and January 2026 Warrants included in the Units were immediately separable and were issued separately. The offering closed on January 29, 2026, and the Company received gross proceeds of approximately $6.1 million, before deducting underwriting discounts and other offering expenses.
As of March 31, 2026, there were no warrants outstanding. |