Lixiang Education F-1 Filing Registers ADSs Tied to a Planned $12.5M Share Sale

An F-1 filing can register the resale of American depositary shares (ADSs) for a foreign private issuer, and Lixiang Education Holding Co., Ltd. filed one on September 11, 2026 covering ADSs backed by 20 billion Class A ordinary shares that it agreed to sell to a group of investors.

What happened

Lixiang Education is a Cayman Islands holding company whose ADSs trade on the Nasdaq Global Market as LXEH. It runs schools in mainland China through subsidiaries and variable interest entities. On August 19, 2026 it signed two sets of share subscription agreements:

• With 15 named investors, called the selling shareholders, for 20,000,000,000 Class A ordinary shares at an aggregate price of $10,000,000.
• With Biao Wei, a director and its chief executive officer, for 5,000,000,000 Class B ordinary shares at an aggregate price of $2,500,000.

Both agreements depend on shareholder approval at the company’s annual general meeting and other conditions. If they close, Mr. Wei will hold 97.01% of the voting power, which would make Lixiang a “controlled company” under Nasdaq rules.

The F-1 registers only the resale by the investors of the ADSs representing their Class A shares. Each ADS represents 1,000 Class A shares, so the 20 billion shares equal 20 million ADSs. The company will not receive proceeds from those resales and will pay the registration costs.

How it works

The price is the part to read closely. $10 million for 20 billion shares works out to $0.0005 per share, or $0.50 per ADS, by our calculation. The last reported ADS sale price on September 10, 2026 was $1.712. The prospectus does not describe this as a discount, but the gap shows why a resale registration matters to the buyers: once effective, they can sell ADSs in the market.

The raise addresses a stated liquidity problem. The prospectus says the company’s current working capital will not support operations for the next twelve months without management’s plans. At June 30, 2026, it had negative net working capital of RMB 84.5 million (US$12.5 million) and cash of RMB 9.4 million (US$1.4 million). It says it is evaluating strategies to obtain more funding.

The F-1 is short because it incorporates by reference the annual report on Form 20-F for 2025 and the interim Form 6-K furnished the same day.

Why it matters

Both subscriptions use the same arithmetic. $2.5 million for 5 billion Class B shares is also $0.0005 per share. If both close, the $12.5 million raised would be roughly the size of the US$12.5 million negative working capital the company reported at June 30, 2026, so the proceeds would be about the size of the shortfall.

The registration also shows how a China-based issuer funds itself. The prospectus says the group conducts operations through subsidiaries and variable interest entities, and that the VIE contracts have not been tested in Chinese courts. Investors hold the Cayman parent, not the schools, and the filing warns that the ADSs could lose value if Chinese authorities disallow the structure.

Key terms

• ADS: a certificate traded in the U.S. that represents a set number of a foreign company’s shares. Here, 1,000 Class A shares.
• VIE structure: a contract-based arrangement used by China-based companies to control operating businesses in sectors where foreign ownership is restricted. The prospectus warns that these arrangements are untested in Chinese courts.
• Controlled company: a company in which one holder has more than 50% of the director-election vote, which lets it use some exemptions from Nasdaq governance rules.
• Class B shares: a class with higher voting power than Class A.

FAQ

Is Lixiang selling new ADSs to the public? No. The filing registers resales by the investors who subscribed to shares.

When does the share issuance happen? After shareholder approval and the other closing conditions in the subscription agreements.

Why does the CEO’s 97.01% matter? It means other holders would have little influence over votes on directors or major corporate actions.