J‑Star Holding Co., Ltd. (NASDAQ: YMAT) confirmed that its December 9, 2025 general meeting of shareholders approved a plan to file a Fifth Restated M&A with the Cayman Islands Registrar and to re‑classify its Class A ordinary shares into a dual‑class structure. The new structure will create Class B shares that carry ten votes each, while Class A shares retain a single vote. The filing is scheduled for December 10, 2025, and the re‑classified shares are set to begin trading on Nasdaq around December 11, 2025.
The approval is part of a broader strategy to give J‑Star’s founders and key insiders greater control while preserving the ability to raise capital. Under the new structure, New Moon Corporation and Mr. Jing‑Bin Chiang will receive Class B shares in exchange for surrendering their Class A holdings, ensuring that the company’s strategic direction remains in the hands of its core leadership. The move also accompanies a significant increase in authorized capital—from $17.5 million to $65 million—providing a larger equity base for future issuances, acquisitions, or other growth initiatives.
The dual‑class change concentrates voting power in a small group of shareholders, which can be a double‑edged sword. While it protects management from short‑term shareholder pressure, it reduces the free float of Class A shares and may raise concerns among minority investors about governance and influence. The expanded authorized capital, however, signals J‑Star’s intent to pursue aggressive capital‑raising strategies, potentially enabling the company to fund new product lines or strategic acquisitions without diluting existing shareholders excessively.
J‑Star’s financial profile shows mixed signals: revenue trends have been declining, and risk metrics such as the Altman Z‑Score and Beneish M‑Score suggest potential financial stress. The governance change may be a response to these challenges, aiming to stabilize control and provide a clearer path for capital deployment. While no specific market reaction data is available, such structural shifts typically attract scrutiny from investors and analysts who weigh the benefits of concentrated control against the risks of reduced shareholder influence.
The re‑classified shares will trade as Class B on Nasdaq beginning December 11, 2025, marking the first time J‑Star’s shares will carry enhanced voting rights. The company’s board has indicated that the dual‑class structure will support its long‑term strategic objectives while maintaining flexibility for future financing needs.
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