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J-Star Shareholders Approve 1-for-10 Share Consolidation Plan

The approved plan calls for an increase in authorized capital; the par-value reduction and consolidation remain subject to Cayman Islands law and Nasdaq requirements.

Ten metal plates compressed into one beneath a hydraulic press / TokenPost.ai
Ten metal plates compressed into one beneath a hydraulic press / TokenPost.ai

J-Star Holding Co., Ltd. shareholders approved a 1-for-10 consolidation that would reduce the company’s ordinary-share count as the Nasdaq-listed issuer reorganizes its capital for U.S. expansion.

Shareholders approved all seven proposals on Oct. 29. The consolidation received 1,720,941 Class A votes in favor, or 99.58%, and 12,194,380 Class B votes in favor, or 100%. Class A holders recorded 4,672 votes against and 2,523 abstentions.

The approved restructuring calls for authorized capital to increase from $300 million to $2.5 billion through the addition of 880 million authorized Class A shares. The next stage would lower the par value of each issued and outstanding Class A and Class B share from $2.50 to $0.001, subject to requirements under the Cayman Islands Companies Act.

That reduction would cancel $2.499 in paid-up capital per issued share and transfer the resulting credit to a distributable reserve. The resulting reserve could cover accumulated losses or other uses allowed by law.

After the par-value reduction, the plan would convert every 10 issued or unissued shares of either class into one share, with par value changing from $0.001 to $0.01. Authorized capital would then total $1 million, divided into 94 million Class A shares and 6 million Class B shares. Fractional entitlements would be rounded up.

At a separate Class A meeting, holders also approved a proposal to increase Class B voting rights from 10 to 50 votes per share. That change requires separate Class B consent. The amended charter also requires separate consent from each share class.

J-Star previously completed a 1-for-5 consolidation on July 10. The company said that change was intended to help it regain compliance with Nasdaq’s minimum bid-price rule. J-Star has tied the new measures to its U.S. growth strategy, including carbon-fiber frame manufacturing and commercialization for unmanned aerial vehicles, and has outlined Houston facility plans.

Chairman and CEO Jing-Bin Chiang said the measures are intended to strengthen J-Star’s financial base as it advances its priorities. The company has not announced an effective date for the consolidation and is awaiting final Nasdaq approval.

John Kim

John Kim reports on the digital-asset business for TokenPost. Send corrections or tips to info@tokenpost.com.

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