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
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of June 2026
Commission File Number: 001-41445
Jianzhi Education Technology Group Company Limited
15/F, Tower A, Yingdu Building, Zhichun Road
Haidian District, Beijing 100086
People’s Republic of China
+86 10 58732560
(Address of principal executive office)
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 ☐
Registered Direct Offering
On June 2, 2026, Jianzhi Education
Technology Group Company Limited (the “Company”) entered into that certain securities purchase agreement (the
“Purchase Agreement”) with certain non-affiliated institutional investors (the “Purchasers”)
pursuant to which the Company agreed to sell (1) 5,000,000 American Depositary Shares (the “ADSs”), and (2)
accompanying series A warrants initially exercisable for 5,000,000 ADSs (the “Series A Warrants”) (the
“Offering”). The combined effective offering price for each ADS and the accompanying Series A Warrant is $1.00.
The gross proceeds to the Company from the Offering are approximately $5 million before deducting placement agent’s fees and
other estimated Offering expenses. The Series A Warrants will be exercisable immediately upon issuance, and will expire five (5)
years from the issuance date. The Series A Warrants have an initial exercise price of $1.00 per ADS, subject to adjustment in certain circumstances,
including in connection with a Share Combination Event (as defined in the Series A Warrant).
The Company agreed in the Purchase Agreement that
it and its subsidiaries would not issue, enter into any agreement to issue, or announce the issuance or proposed issuance of any ADSs,
Class A ordinary shares, or Ordinary Share Equivalents (as defined in the Purchase Agreement) for thirty (30) days following the closing
of the Offering subject to certain exceptions.
Concurrently with the execution of the Purchase
Agreement, the officers and directors of the Company entered into lock-up agreements pursuant to which they have agreed, among other things,
not to sell or dispose of any equity securities which are or will be beneficially owned by them for six (6) months following the closing
of the Offering, subject to certain exceptions.
The Company currently intends to use the net proceeds
from the Offering for working capital and general corporate purposes, including but not limited to supporting business operations, content
and product development, marketing activities, and other general corporate needs. The Offering closed on June 3, 2026.
The Company entered into that certain placement
agency agreement dated June 2, 2026 (the “Placement Agency Agreement”), with Maxim Group LLC (the “Placement
Agent”), pursuant to which the Placement Agent agreed to act as the exclusive placement agent in connection with the Offering.
The Company agreed to pay the Placement Agent an aggregate fee equal to 7% of the gross proceeds raised in the Offering.
Copies of the form of the Placement Agency Agreement,
form of the Series A Warrant, form of the Purchase Agreement, and form of the Lock-Up Agreement, are attached hereto as Exhibits 1.2,
4.10, 10.1, and 10.2, respectively. The foregoing summaries of the terms of the form of the Placement Agency Agreement, form of the Series
A Warrant, form of the Purchase Agreement and form of Lock-Up Agreement are subject to, and qualified in their entirety by, such documents.
On June 2, 2026, the Company issued a press release,
a copy of which is attached as Exhibit 99.1 to this current report on Form 6-K, announcing the pricing of the Offering. On June 3, 2026,
the Company issued another press release, a copy of which is attached as Exhibit 99.2 to this current report on Form 6-K, announcing the
closing of the Offering. A copy of the legal opinion delivered by the Company’s Cayman Islands counsel Conyers Dill & Pearman
is attached hereto as Exhibit 5.1. A copy of the legal opinion delivered by the Company’s U.S. counsel Han Kun Law Offices LLP is
attached hereto as Exhibit 5.2.
This current report on Form 6-K, except
for the press releases attached hereto as Exhibit 99.1, is incorporated by reference into the registration statement on Form F-3 of
the Company (File No. 333-283260) and shall be a part thereof from the date on which this current report is furnished,
to the extent not superseded by documents or reports subsequently filed or furnished.
Exhibits
| Exhibit No. |
|
Description |
| 1.2 |
|
Placement Agency Agreement |
| 4.9 |
|
Form of Series A Warrant |
| 5.1 |
|
Legal Opinion of Conyers Dill & Pearman |
| 5.2 |
|
Legal Opinion of Han Kun Law Offices LLP |
| 10.1 |
|
Form of Purchase Agreement |
| 10.2 |
|
Form of Lock-Up Agreement |
| 99.1 |
|
Pricing Press Release Dated June 2, 2026 |
| 99.2 |
|
Closing Press Release Dated June 3, 2026 |
SIGNATURE
Pursuant to the requirements of the Securities
and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| |
JIANZHI EDUCATION TECHNOLOGY GROUP COMPANY LIMITED |
| |
|
|
| |
By: |
/s/ Peixuan Wang |
| |
Name: |
Peixuan Wang |
| |
Title: |
Chairwoman of the Board |
Date: June 3, 2026
Exhibit 99.1
Jianzhi Education Technology Group Company Limited
Announces Pricing of $5 Million Registered Direct Offering
BEIJING, June 2, 2026 — Jianzhi
Education Technology Group Company Limited (NASDAQ: JZ) (the “Company” or “Jianzhi”) today announced
that it has entered into a securities purchase agreement with certain non-affiliated institutional investors for the sale of (1) 5 million
American Depositary Shares (the “ADSs”), and (2) accompanying series A warrants to purchase up to 5 million ADSs (the “Series
A Warrants”). The combined effective offering price for each ADS and the accompanying Series A Warrant is $1.00. The Series A Warrants
will be exercisable immediately upon issuance, and will expire five (5) years from the issuance date. The Series A Warrants have an initial
exercise price of $1.00 per ADS, subject to adjustments, including in connection with a Share Combination Event (as defined in the Series
A Warrant). The gross proceeds to the Company are expected to be approximately $5 million before deducting placement agent’s fees
and offering-related expenses. The net proceeds of this offering will be used for working capital and general corporate purposes, including
but not limited to supporting business operations, content and product development, marketing activities, and other general corporate
needs.
The offering is expected to close on or about
June 3, 2026, subject to the satisfaction of customary closing conditions.
Maxim Group LLC served as the exclusive placement agent for the transaction.
The ADSs and Series A Warrants described above
were offered by Jianzhi pursuant to a registration statement on Form F-3 (File No. 333-283260) that the Company filed with the U.S. Securities
and Exchange Commission (the “SEC”), which was declared effective by the SEC on December 9, 2024, using a “shelf”
registration process. The Series A Warrants of the Company may only be offered by means of a prospectus. A prospectus supplement and the
accompanying prospectus relating to and describing the offering will be filed with the SEC. When available, electronic copies of the prospectus
supplement and the accompanying prospectus relating to the offering may be obtained by visiting the SEC’s website at www.sec.gov
or by contacting Maxim Group LLC at 300 Park Ave 16th Floor, New York, NY 10022, Attention: Syndicate Department, or via email at syndicate@maximgrp.com or
telephone at (212) 895-3500.
This press release does not constitute an offer
to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction
in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any
such state or jurisdiction.
Forward-Looking Statements
This press release contains statements that may
constitute “forward-looking” statements pursuant to the “safe harbor” provisions of the U.S. Private Securities
Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,”
“anticipates,” “aims,” “future,” “intends,” “plans,” “believes,”
“estimates,” “likely to,” and similar statements. Statements that are not historical facts, including statements
about the Company’s beliefs, plans, and expectations, are forward-looking statements. Forward-looking statements involve inherent
risks and uncertainties. Further information regarding these and other risks is included in the Company’s filings with the SEC.
All information provided in this current report is as of the date of this current report, and the Company does not undertake any obligation
to update any forward-looking statement, except as required under applicable law.
About Jianzhi Education Technology Group Company
Limited
Headquartered in Beijing and established in 2011,
Jianzhi is a leading provider of digital educational content in China and has been committed to developing educational content to fulfill
the massive demand for high-quality, professional development training resources in China. Jianzhi started operations by providing educational
content products and IT services to higher education institutions. Jianzhi also provides products to individual customers. Leveraging
its strong capabilities in developing proprietary professional development training content and success in consolidating educational content
resources within the industry, Jianzhi has successfully built up a comprehensive, multi-dimensional digital educational content database
which offers a wide range of professional development products. Jianzhi embed proprietary digital education content into the self-developed
online learning platforms, which are provided to a wide range of customers through its omni-channel sales system. Jianzhi is also fully
committed to the digitalization and informatization of the education sector in China. For more information, please visit: www.jianzhi-jiaoyu.com.
For investor and media inquiries, please contact:
Jianzhi Education Technology Group
Corporate Communications
Phone: +86 10 5873 2560
Email: jianzhi@jiuye.net
Exhibit 99.2
Jianzhi Education Technology Group Company Limited
Announces Closing of $5 Million Registered Direct Offering
BEIJING, June 3, 2026 — Jianzhi
Education Technology Group Company Limited (NASDAQ: JZ) (the “Company” or “Jianzhi”) today announced
the closing of its previously announced registered direct offering (the “Offering”). The Offering consisted of (1) 5,000,000
American Depositary Shares (the “ADSs”), and (2) accompanying series A warrants initially exercisable for 5,000,000 ADSs (the
“Series A Warrants”). The combined effective offering price for each ADS and the accompanying Series A Warrant is $1.00. The
gross proceeds to the Company from the Offering are approximately $5 million before deducting placement agent fees and offering expenses.
Jianzhi currently intends to use the net proceeds from the Offering for working capital and general corporate purposes, including but
not limited to supporting business operations, content and product development, marketing activities, and other general corporate needs.
Maxim Group LLC served as the exclusive placement agent for the Offering.
The Offering was made pursuant to an effective
shelf registration statement on Form F-3 (File No. 333-283260), which was initially filed with the U.S. Securities and Exchange Commission
(the “SEC”) U.S. Securities and Exchange Commission (the “SEC”) on November 15, 2024 and was declared effective
by the SEC on December 9, 2024. A final prospectus supplement and accompanying prospectus relating to the Offering and describing the
terms thereof have been filed with the SEC and form a part of the effective registration statement and are available on the SEC’s
website at www.sec.gov. Copies of the final prospectus supplement and accompanying prospectus may be obtained by contacting Maxim Group
LLC, at 300 Park Avenue, 16th Floor, New York, NY 10022, Attention: Syndicate Department, or via email at syndicate@maximgrp.com or
telephone at (212) 895-3500.
This press release shall not constitute an offer
to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other
jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities
laws of any such state or other jurisdiction.
Forward-Looking Statements
This press release contains statements that may
constitute “forward-looking” statements pursuant to the “safe harbor” provisions of the U.S. Private Securities
Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,”
“anticipates,” “aims,” “future,” “intends,” “plans,” “believes,”
“estimates,” “likely to,” and similar statements. Statements that are not historical facts, including statements
about the Company’s beliefs, plans, and expectations, are forward-looking statements. Forward-looking statements involve inherent
risks and uncertainties. Further information regarding these and other risks is included in the Company’s filings with the SEC.
All information provided in this current report is as of the date of this current report, and the Company does not undertake any obligation
to update any forward-looking statement, except as required under applicable law.
About Jianzhi Education Technology Group Company
Limited
Headquartered in Beijing and established in 2011,
Jianzhi is a leading provider of digital educational content in China and has been committed to developing educational content to fulfill
the massive demand for high-quality, professional development training resources in China. Jianzhi started operations by providing educational
content products and IT services to higher education institutions. Jianzhi also provides products to individual customers. Leveraging
its strong capabilities in developing proprietary professional development training content and success in consolidating educational content
resources within the industry, Jianzhi has successfully built up a comprehensive, multi-dimensional digital educational content database
which offers a wide range of professional development products. Jianzhi embed proprietary digital education content into the self-developed
online learning platforms, which are provided to a wide range of customers through its omni-channel sales system. Jianzhi is also fully
committed to the digitalization and informatization of the education sector in China. For more information, please visit: www.jianzhi-jiaoyu.com.
For investor and media inquiries, please contact:
Jianzhi Education Technology Group
Corporate Communications
Phone: +86 10 5873 2560
Email: jianzhi@jiuye.net
