Token Cat (TC) completes $119.59M private placement of 96B+ shares

Rhea-AI Filing Summary

Token Cat Limited has completed a large private placement, issuing 96,000,000,001 Class A ordinary shares at $0.0012457 per share for an aggregate purchase price of approximately $119,590,000.

The shares were sold to non-U.S. investors under a securities purchase agreement, with the purchase price payable in either fiat currency or cryptocurrencies at the Company’s discretion. All closing conditions were satisfied and the issuance is now finalized.

Insights

Equity Capital Markets Analyst

Token Cat raises about $120M via a large private share sale.

Token Cat Limited completed a private placement of 96,000,000,001 Class A ordinary shares at $0.0012457 per share, for total gross proceeds of approximately $119,590,000. The shares were sold to non-U.S. investors under a securities purchase agreement.

The purchase price can be paid in fiat money or cryptocurrencies, at the Company’s sole discretion, which introduces flexibility in how value is received. Actual effects on the balance sheet, capital structure, and future disclosures will depend on how the Company deploys these funds.

Form 6-K: How Foreign Companies Report to the SEC →

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 February 2026

Token Cat Limited

(Exact name of registrant as specified in its charter)

9F, Ruihai Building, No. 21 Yangfangdian Road

Haidian District

Beijing, 100038

The People’s Republic of China

(+86-10) 6399-8902

(Address and telephone number of registrant’s principal executive offices)

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 ☐

Closing of a Private Placement Transaction

As previously disclosed in the Form 6-K dated February 13, 2026, Token Cat Limited (the “Company”) entered into certain securities purchase agreement (the “SPA”) with certain non-U.S. investor (collectively, the “Purchasers”) pursuant to which the Company agreed to sell to the Purchasers an aggregate of 96,000,000,001 Class A ordinary shares, par value US$0.0001 per share (the “Ordinary Shares”), of the Company at a price of $0.0012457 per share to purchase an aggregate of 96,000,000,001 class A Ordinary Shares, for the aggregate purchase price of approximately $119,590,000, which purchase price should be paid by the Purchasers in fiat money or in cryptocurrencies, in the sole discretion of the Company. (the “Offering”).

Upon satisfying all closing conditions, the Offering has been consummated, and as of today, the Company has completed the private placement closing and issued an aggregate of 96,000,000,001 Class A Ordinary Shares to the Purchasers. The form of the SPA was furnished as Exhibit 99.1 to the Form 6-K dated February 13, 2026.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: February 27, 2026

	Token Cat Limited
	By:	/s/ Guangsheng Liu
	Name:	Guangsheng Liu
	Title:	Chief Executive Officer

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FAQ

What transaction did Token Cat Limited (TC) report in this Form 6-K?

Token Cat Limited reported the completion of a private placement, issuing 96,000,000,001 Class A ordinary shares. These shares were sold to non-U.S. investors under a securities purchase agreement, with the transaction now fully closed and the shares issued.

How much capital did Token Cat Limited (TC) raise in the private placement?

Token Cat Limited raised an aggregate purchase price of approximately $119,590,000 in the private placement. This total reflects 96,000,000,001 Class A ordinary shares sold at a price of $0.0012457 per share to the participating non-U.S. investors.

What was the share price and number of shares issued by Token Cat (TC)?

Token Cat Limited issued 96,000,000,001 Class A ordinary shares at a price of $0.0012457 per share. These terms were set in the securities purchase agreement with the non-U.S. investors participating in the private placement transaction.

Who purchased the shares in Token Cat Limited’s (TC) private placement?

The shares were purchased by certain non-U.S. investors referred to as the Purchasers. Token Cat Limited entered into a securities purchase agreement with these Purchasers, under which the Company agreed to sell the 96,000,000,001 Class A ordinary shares.

How can the purchase price be paid in Token Cat’s (TC) private placement?

The aggregate purchase price of approximately $119,590,000 may be paid either in fiat money or in cryptocurrencies. The choice of payment method lies in the sole discretion of Token Cat Limited, as specified in the transaction terms.

Has Token Cat Limited (TC) already issued the private placement shares?

Yes. Token Cat Limited states that all closing conditions have been satisfied and the private placement has been consummated. The Company has completed the closing and issued the full 96,000,000,001 Class A ordinary shares to the Purchasers.