Business Context and Reporting Period
This Form 6-K filing by Yimutian Inc. covers the month of March 2026. The report details the second closing of a senior convertible promissory note transaction with an institutional investor, executed under a Securities Purchase Agreement dated December 8, 2025.
Key Financial Metrics and Transaction Details
- Transaction Amount: Issued and sold a Second Note with an original principal amount of $1,500,000 on March 25, 2026.
- Total Facility: The agreement allows for up to $30,000,000 in aggregate principal notes. An Initial Note of $3,370,000 was issued on December 8, 2025.
- Remaining Capacity: Up to $25,130,000 in additional Notes may be issued upon satisfaction of conditions.
- Interest Rate: 10% per annum, payable in arrears monthly starting January 1, 2026.
- Maturity: One-year anniversary of the respective issuance date.
- Conversion Price: Initially $0.3299 per ADS (subject to adjustments), convertible into American Depositary Shares (ADSs).
- Liquidity Covenant: The Company must maintain available cash of no less than $500,000 as of the last calendar day of each successive six-month period.
Material Changes and Terms
The filing reports the execution of the Second Note, increasing the total outstanding principal under the facility. The filing notes that a registration statement on Form F-1 for the resale of ADSs was declared effective by the SEC on March 5, 2026. The notes include a beneficial ownership limitation of 4.99% (expandable to 9.99% with notice) to prevent excessive dilution upon conversion.
Outlook, Risks, and Contingencies
- Default Consequences: Upon an Event of Default (including suspension of trading, failure to list ADSs, payment failure, or bankruptcy), the interest rate increases to 19% per annum.
- Covenants: The notes contain restrictions on issuing senior indebtedness, paying cash dividends, transferring assets, changing the business, and engaging in affiliate transactions.
- Regulatory Status: The issuance relied on exemptions under Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D.
Investor Verification Checklist
- Verify the Company's current cash balance to ensure compliance with the $500,000 liquidity covenant.
- Confirm the status of the Form F-1 registration statement and the ability to convert notes into ADSs.
- Monitor the Company's stock price relative to the $0.3299 conversion price to assess dilution risk.
- Review the terms of the Initial Note ($3,370,000) to understand the total debt burden and maturity schedule.
- Check for any subsequent filings regarding the remaining $25,130,000 tranche availability.