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XChange TEC.INC (the "Company"), an insurance brokerage and services firm, has disclosed significant financial transactions in a recent Form 6-K report filed with the U.S. Securities and Exchange Commission. On May 9, 2025, the Company entered into agreements to convert a substantial debt into equity and to adopt a new equity incentive plan.
As per the filing, XChange TEC agreed to issue 108,027,515,844 Class A ordinary shares to null Asset Solutions Ltd. ("null Asset") in exchange for the cancellation of $51,988,242 of debt. This debt represented a portion of a Secured Promissory Note originally issued on December 28, 2023, with an original principal amount of $153,000,000. The issuance of these shares was completed on the same date under Regulation S of the Securities Act of 1933.
Additionally, the Company has adopted the 2025 Equity Incentive Plan and issued 11,800,000,000 Class B ordinary shares to Golden Stream Ltd., a Cayman Islands company serving as the ESOP Platform. These shares will be held by the ESOP Platform for the benefit of participants in the incentive plan, both before and after any vesting occurs.
Following these transactions, XChange TEC now has 111,851,094,785 Class A ordinary shares and 11,863,927,890 Class B ordinary shares issued and outstanding.
The report also includes an explanatory note, which states that the information within, including exhibits, is incorporated by reference into the Company’s Registration Statement on Form F-3 filed on July 27, 2021.
The Company’s actions reflect a strategic move to manage its financial liabilities and incentivize key stakeholders. This news is based on the Company’s latest SEC filing and is provided without additional commentary or speculation.
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