您的浏览器禁用了JavaScript(一种计算机语言,用以实现您与网页的交互),请解除该禁用,或者联系我们。 [美股招股说明书]:一亩田美股招股说明书(2026-05-20版) - 发现报告

一亩田美股招股说明书(2026-05-20版)

2026-05-20 美股招股说明书 棋落
报告封面

Up to 42,307,692 American Depositary Shares Representing up to 1,057,692,300 Class A Ordinary Shares Yimutian Inc. This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated March9, 2026 (as supplemented or amended from time to time, the “Prospectus”), which forms a part of our Registration Statement onFormF-1 (Registration No.333-293952),as amended and supplemented. The Prospectus relates to the resale, from time to time, up to42,307,692 American depositary shares (the “ADSs”), representing 1,057,692,300 Class A ordinary shares, par value of US$0.00001per share, of Yimutian Inc. (the “Company”) issuable upon the conversion or otherwise pursuant to the terms of up to an aggregateprincipal amount of US$10,000,000 of senior convertible promissory note (the “Notes”) issued or issuable to the selling shareholdernamed in the Prospectus (the “Selling Shareholder”), pursuant to the terms of that certain securities purchase agreement, dated as of This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and maynot be delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. Thisprospectus supplement should be read in conjunction with the Prospectus and if there is any inconsistency between the information in Our ADSs are listed on the Nasdaq Global Market (“Nasdaq”) under the trading symbol “YMT”. On May 19, 2026, theclosing price for our ADSs on Nasdaq was US$2.01 per ADS. We may further amend or supplement the Prospectus and this prospectus supplement from time to time by filing amendmentsor supplements as required. You should read the entire Prospectus, this prospectus supplement and any amendments or supplements Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page28 of the Prospectusfor a discussion of information that should be considered in connection with an investment in our securities. Neither the U.S. Securities and Exchange Commission nor any other regulatory body has approved or disapproved ofthese securities or determined if thisprospectus supplementor the Prospectus is truthful or complete. Any representation to The date of this prospectus supplement is May 20, 2026. Yimutian Inc. Announces Receipt of Nasdaq Notification Regarding Market Value of Listed Securities Requirement andNasdaq Delisting Notice Subject to Hearing Request On May 19, 2026, the Company announced that it received two written notifications from the Listing QualificationsDepartment of The Nasdaq Stock Market LLC (“Nasdaq”) on May 13, 2026, the details of which are described below. On May 13, 2026, the Company received a written notification (the “MVLS Deficiency Notice”) from Nasdaq onMay 13,2026, notifying the Company that it is currently not in compliance with Nasdaq Listing Rule 5450(b)(2)(A), which requires theCompany to maintain a minimum market value of listed securities (“MVLS”) of US$50,000,000 for continued listing on the NasdaqGlobal Market (the “MVLS Requirement”). Based on the Company’s MVLS for the 30 consecutive business days from March 25,2026 to May 6, 2026, the Company no longer meets this requirement. The MVLS Deficiency Notice is only a notification of Pursuant to Nasdaq Listing Rule 5810(c)(3)(C), the Company has a compliance period of 180 calendar days, or untilNovember 9, 2026 (the “Compliance Period”), to regain compliance with Nasdaq’s MVLS Requirement. If at any time during theCompliance Period, the Company’s MVLS closes at US$50,000,000 or more for a minimum of 10 consecutive business days, Nasdaq Additionally, on May 13, 2026, the Company also received a determination letter (the “Determination Letter”) from Nasdaq,notifying the Company that, due to the its failure to regain compliance with the minimum market value of publicly held shares(“MVPHS”) requirement under Nasdaq Listing Rule 5450(b)(2)(C) by May 6, 2026, the Company is subject to delisting. The As previously disclosed, on November 6, 2025, the Company was notified by Nasdaq that, for the previous 30 consecutivetrading days the Company’s MVPHS had been below the minimum US$15,000,000 required for continued listing as set forth inNasdaq Listing Rule 5450(b)(2)(C) (the “MVPHS Requirement”), and the Company was provided with 180 calendar days, or until The Company intends to take all reasonable measures available to regain compliance with the MVLS Requirement, theMVPHS Requirement and other relevant continued listing requirements under the Nasdaq Listing Rules and to remain listed on