tm2519332-4_424b1 - none

424B1 1 tm2519332-4_424b1.htm 424B1 tm2519332-4_424b1 - none - 5.9462458s

Filed pursuant to Rule 424(b)(1)

Registration No. 333-288704

Up to 20,000,000 Class A Ordinary Shares

JIADE LIMITED

We are offering in a best efforts self-underwritten public offering under this prospectus of up to 20,000,000 Class A ordinary shares, par value US$0.0001 per share (“Class A Ordinary Shares”). We are offering the Class A Ordinary Shares at an offering price of $0.58 per share.

The Class A Ordinary Shares are being sold in this offering to certain purchasers under one or more securities purchase agreements between the respective purchasers and us.

Our Class A Ordinary Shares are listed on the Nasdaq Capital Market under the symbol “JDZG.” On September 11, 2025, the closing trading price of our Class A Ordinary Shares, as reported on the Nasdaq Capital Market, was $2.15 per Class A Ordinary Share.

Any proceeds from the sale of Class A Ordinary Shares offered by us will be available for our immediate use, despite uncertainty about whether we would be able to use such funds to effectively implement our business plan. See “Risk Factors” on page 12 and “Item 3. Key Information — D. Risk Factors” in our annual report on Form 20-F for the year ended December 31, 2024 (the “2024 Annual Report”) filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 25, 2025 for more information. We intend to complete one closing of this offering but may undertake one or more additional closings for the sale of the additional Class A Ordinary Shares to the investors in the initial closing. We have agreed to offer and sell the securities offered hereby to the purchasers through self-underwritten efforts. The Company will use its reasonable efforts to solicit offers to purchase the Class A Ordinary Shares offered by this prospectus; however, there is no minimum offering amount required as a condition to closing this offering, we may sell fewer than all of the Class A Ordinary Shares offered hereby. This may significantly reduce the amount of proceeds received by us, and investors in this offering will not receive a refund in the event that we do not sell an amount of Class A Ordinary Shares sufficient to pursue the business goals described in this prospectus.

Investing in our Class A Ordinary Shares involves a high degree of risk. See “Risk Factors” beginning on page 12 and “Item 3. Key Information — D. Risk Factors” in our 2024 Annual Report for a discussion of information that should be considered in connection with an investment in our Class A Ordinary Shares.

Unless otherwise stated, as used in this prospectus, the terms “we,” “us,” “our,” “Jiade Cayman,” “our Company,” or the “Company” refer to JIADE LIMITED, an exempted company with limited liability incorporated under the laws of the Cayman Islands; “Jiadezhigao HK” refers to JIADEZHIGAO LIMITED, a Hong Kong corporation and a wholly owned subsidiary of Jiade Cayman; “Shenzhen Kebiao” refers to Shenzhen Kebiao Technology Co., Ltd., a limited liability company organized under the laws of the People’s Republic of China (the “PRC”), which is 99.9472% owned by Jiadezhigao HK; “WISMASS HK” refers to WISMASS INTERNATIONAL HOLDINGS LIMITED, a Hong Kong corporation and a wholly owned subsidiary of Jiade Cayman; “Jiade Zhigao” refers to Sichuan Jiade Zhigao Technology Co., Ltd., a limited liability company organized under the laws of the PRC, which is 82.4444% owned by Shenzhen Kebiao and 17.5556% owned by WISMASS HK; and “Kebiao Technology” refers to Sichuan Kebiao Technology Co., Ltd., a PRC limited liability company, which is wholly owned by Jiade Zhigao.

We are an exempted company with limited liability incorporated in the Cayman Islands with no material operations of our own and are not a Chinese operating company. This corporate structure involves unique risks to investors, as we conduct substantially all of our operations through our PRC subsidiaries. The Class A Ordinary Shares offered in this prospectus are shares of the Cayman Islands exempted company instead of Class A Ordinary Shares of our operating entities in the PRC. Holders of our shares do not directly own any equity interests in our PRC subsidiaries, but will instead own shares of a Cayman Islands exempted company. The Chinese regulatory authorities could disallow our corporate structure, which would likely result in a material change in our operations and/or a material change in the value of our Class A Ordinary Shares, including that it could cause the value of our Class A Ordinary Shares to significantly decline or become worthless. See “Item 3. Key Information — D. Risk Factors — Risks Relating to Doing Business in the PRC — Chinese regulatory authorities could disallow our holding company structure, which may result in a material change in our operations and/or a material change in the value of the securities we are registering for sale, including that it could cause the value of such securities to significantly decline or become worthless.”

	Per Share			Total (Assuming maximum offering)
Public offering price(1)		$	0.58		$	11,600,000
Proceeds, before expenses, to us(2)		$	0.58		$	11,391,458

	Page
PROSPECTUS SUMMARY		1
THE OFFERING		11
RISK FACTORS		12
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS		14
ENFORCEABILITY OF CIVIL LIABILITIES		15
USE OF PROCEEDS		16
DIVIDEND POLICY		17
CAPITALIZATION		18
DILUTION		19
CORPORATE HISTORY AND STRUCTURE		20
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		22
BUSINESS		22
REGULATIONS		22
MANAGEMENT		22
PRINCIPAL SHAREHOLDERS		23
RELATED PARTY TRANSACTIONS		25
DESCRIPTION OF SHARE CAPITAL		27
SHARES ELIGIBLE FOR FUTURE SALE		30
PLAN OF DISTRIBUTION		31
EXPENSES RELATING TO THIS OFFERING		32
LEGAL MATTERS		32
EXPERTS		32
CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT		32
WHERE YOU CAN FIND ADDITIONAL INFORMATION		33
MATERIAL CHANGES		33
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE		34

	December 31,
US$ Exchange Rate	2022	2023	2024
At the end of the year – RMB	RMB6.8972 to US$1.00	RMB7.0999 to US$1.00	RMB7.2993 to US$1.00
Average rate for the year – RMB	RMB6.7518 to US$1.00	RMB7.0896 to US$1.00	RMB7.1933 to US$1.00

	As of December 31, 2024
	Actual			Pro Forma		Pro Forma As-Adjusted(1)
Debt
Bank loan		$	547,998		547,998		547,998
Shareholders’ Equity:
Preferred shares (par value of US$0.0001 per share; 30,000,000 preferred shares authorized, nil preferred shares issued and outstanding)			—		—		—
Class A Ordinary Shares (par value of US$0.0001 per share; 395,000,000 Class A Ordinary Shares authorized, nil, 2,317,123, and 22,317,123 Class A Ordinary Shares issued and outstanding – actual, pro forma, and pro forma as-adjusted, respectively)		$	—		232		2,232
Class B Ordinary Shares (par value of US$0.0001 per share; 75,000,000 Class B Ordinary Shares authorized, nil, 1,052,063, and 1,052,063 Class B Ordinary Shares issued and outstanding – actual, pro forma, and pro forma as-adjusted)		$	—		105		105
Ordinary shares (par value of US$0.01 per share, 200,000,000 Ordinary shares authorized, 24,535,471, nil, and nil ordinary shares issued and outstanding – actual, pro forma, and pro forma as-adjusted, respectively)		$	245,355		—		—
Additional paid-in capital		$	6,851,994		6,874,966		18,264,424
Statutory reserves		$	281,530		281,530		281,530
Retained earnings		$	2,533,773		2,533,773		2,533,773
Ordinary shares subscribed		$	(222,355)		(278)		(278)
Accumulated other comprehensive income		$	57,088		57,088		57,088
Total equity attributable to equity shareholders		$	9,747,385		9,747,416		21,138,874
Non-controlling interests		$	20,508		20,508		20,508
Total Shareholders’ Equity		$	9,767,893		9,767,924		21,159,382
Total Capitalization		$	10,315,891		10,315,922		21,707,380

	Per Share Post-Offering(1)
Offering price per share		$	0.58
Pro Forma net tangible book value per Ordinary Share as of December 31, 2024		$	2.21
Decrease in pro forma net tangible book value per Ordinary Share attributable to this offering		$	1.37
Pro forma as-adjusted net tangible book value per Ordinary Share immediately after this offering		$	0.84
Accretion per share to new investors participating in this offering		$	0.26

	Prior to this Offering										After this Offering
	Class A Ordinary Shares Beneficially Owned*				Class B Ordinary Shares Beneficially Owned				Voting Power*		Class A Ordinary Shares Beneficially Owned*				Class B Ordinary Shares Beneficially Owned				Voting Power*
	Number		%		Number		%		%		Number		%		Number		%		%
Directors and Executive Officers(1):
Yuan Li(2)		395,875		17.08%		1,052,063		100%		96.5%		395,875		1.77%		1,052,063		100%		70.74%
Li Tan		—				—				—		—				—				—
Xiang Lan		—				—				—		—				—				—
Hangyu Dai		—				—				—		—				—				—
Xiaohui Li		—				—				—		—				—				—
Shuang Qiu		—				—				—		—				—				—
Shaoping Lu		—				—				—		—				—				—
Shang Wu		—				—				—		—				—				—
All directors and executive officers as a group (eight individuals):		395,875		17.08%		1,052,063		100%		96.5%		395,875		1.77%		1,052,063		100%		70.74%
5% Shareholders(3):
JD LIYUAN LIMITED(2)		—				1,052,063		100%		95.78%		—				1,052,063				70.21%
ZHOUZHIRONG LIMITED(4)		827,063		35.69%		—		—		1.51%		827,063		3.71%		—				1.10%
JDZTZG LIMITED(2)		262,500		11.33%		—		—		0.48%		262,500		1.18%		—				0.35%

Name of Related Party			Relationship to Our Company
Chengdu Jinjiang District New Vision Training School (“New Vision”)			A private non-enterprise organization significantly influenced by Ms. Jie Tong, who is the spouse of Mr. Yuan Li, our Co-Chief Executive Officer and Chairman of the Board of Directors
Sichuan Zhongtai Zhigao Information Technology Consulting Partnership (Limited Partnership) (“ZTZG”)			Holding 10% or more of our Class A Ordinary Shares
Yuan Li			100% owner of our largest shareholder entity and our Co-Chief Executive Officer and Chairman of the Board of Directors
Zhirong Zhou			Holding 10% or more of our Class A Ordinary Shares
Xiang Lan			Key Management of our Company
Hangyu Dai			Key Management of our Company
Li Tan			Key Management of our Company

	December 31, 2022		December 31, 2023		December 31, 2024		December 31, 2024		As of the date of this prospectus
	RMB		RMB		RMB		USD		RMB
Ms. Zhirong Zhou		99		—		—		—		—
Mr. Hangyu Dai		—		8,000		—		—		—
Mr. Yuan Li		—		—		4,439,705		608,237		—
Total		99		8,000		4,439,705		608,237		—

Purchaser	Date of Issuance	Number of Ordinary Shares
JD LIYUAN LIMITED	February 20, 2023		8,416,500
ZHOUZHIRONG LIMITED	February 20, 2023		6,616,500
JDJDZG LIMITED	February 20, 2023		1,067,000
JDZTZG LIMITED	February 20, 2023		2,100,000
WISMASS BVI	June 30, 2023		4,035,471

SEC registration fee	$	2,909
Accounting fees and expenses		20,000
Legal fees and expenses		167,500
Printing expenses		15,714
Miscellaneous		2,419
Total	$	208,542

SEC Form 424B1 filed by JIADE LIMITED