UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
TO
SCHEDULE TO
TENDER OFFER STATEMENT
UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
HIGH TEMPLAR TECH
LIMITED
(Name of Subject Company (Issuer) and Filing Person (as Offeror))
American Depositary Shares
(Title of Class of Securities)
747798106
(CUSIP Number of Class of Securities)
Min Luo, Chairman and Chief Executive Officer
Telephone: +86-592-317-2318
Email: ir@hightemplar.com
No. 101, Meishe Road, Meilin Street
Tongan District, Xiamen, Fujian Province
China
(Name, address and telephone number of person
authorized
to receive notices and communications on behalf of filing persons)
With copies to:
| Yi Gao Simpson Thacher & Bartlett 35th Floor, ICBC Tower Hong Kong, China (852) 2514-7600 |
Marisa D. Stavenas John O’Connell Simpson Thacher & Bartlett LLP 425 Lexington Avenue New York, NY 10017 (212) 455-2000 |
Harald Halbhuber
Lesley Janzen
Cleary Gottlieb Steen & Hamilton LLP
One Liberty Plaza
New York, NY 10006
(212) 225-2000
| ¨ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes to designate any transactions to which the statement relates:
| ¨ | third-party tender offer subject to Rule 14d-1. |
| x | issuer tender offer subject to Rule 13e-4. |
| ¨ | going-private transaction subject to Rule 13e-3. |
| ¨ | amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer: ¨
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
| ¨ | Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
| ¨ | Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) |
INTRODUCTORY STATEMENT
This Amendment No. 1 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission by High Templar Tech Limited (“High Templar,” or the “Company”) on May 26, 2026 (the “Schedule TO”), relating to the offer by the Company to purchase for cash up to 39 million American Depositary Shares (the “ADSs”) of the Company, each representing one Class A ordinary share, par value US$0.0001 per share, at a price of not less than US$2.80 and not greater than US$3.20 per ADS, to the seller in cash, less any applicable withholding taxes and without interest.
The Company’s offer was made upon the terms and subject to the conditions set forth in the Offer to Purchase, dated May 26, 2026, a copy of which was filed as Exhibit (a)(1)(A) to the Schedule TO (together with any amendments or supplements thereto, the “Offer to Purchase”), and the related Letter of Transmittal, a copy of which was filed as Exhibit (a)(1)(B) to the Schedule TO (together with any amendments or supplements thereto, the “Letter of Transmittal” and, together with the Offer to Purchase, the “Tender Offer”).
The purpose of this Amendment is to amend and supplement the Schedule TO. Only those items that are amended are reported in this Amendment. Except as specifically provided herein, the information contained in the Schedule TO, the Offer to Purchase and the Letter of Transmittal remains unchanged. This Amendment should be read together with the Schedule TO, the Offer to Purchase and the Letter of Transmittal.
Item 11. Additional Information
The disclosure in Item 11 of the Schedule TO is hereby amended and supplemented by adding the following:
“On June 25, 2026, the Company issued a press release announcing the preliminary results of the Tender Offer, which expired at 5:00 P.M., New York City time, on June 24, 2026. The full text of the press release is attached as Exhibit (a)(5)(B) to this Schedule TO and is incorporated herein by reference.”
Item 12. Exhibits
Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit:
| (a)(5)(B) | Press release, dated June 25, 2026. |
2
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: June 25, 2026
| HIGH TEMPLAR TECH LIMITED | ||
| By: | /s/ Min Luo | |
| Min Luo | ||
| Chairman and Chief Executive Officer | ||
3
EXHIBIT INDEX
| * | Filed Previously | |
| ** | Filed herewith |
4
Exhibit (a)(5)(B)
High Templar Tech Announces Preliminary Results of Modified Dutch Auction Tender Offer
XIAMEN, China, June 25, 2026 /PRNewswire/ -- High Templar Tech Limited (the “Company,” “High Templar” or “we”) (NYSE: HTT), announced today the preliminary results of its “modified Dutch Auction” tender offer to purchase up to 39 million American Depositary Shares (the “ADSs”) of the Company, each representing one Class A ordinary share, par value US$0.0001 per share, which expired at 5:00 P.M., New York City time, on June 24, 2026.
Based on the preliminary count by Equiniti Trust Company, LLC, the depositary for the tender offer (the “Depositary”), a total of 46,046,558 ADSs of the Company were properly tendered and not properly withdrawn at or below the purchase price of US$3.20 per ADS, including 446,909 ADSs that were tendered by notice of guaranteed delivery.
In accordance with the terms and conditions of the tender offer and based on the preliminary count by the Depositary, the Company expects to purchase approximately 40,869,952 ADSs that were tendered in the tender offer at a purchase price of US$3.20 per ADS, for an aggregate cost of approximately US$130.8 million, excluding fees and expenses relating to the tender offer. Included in the 40,869,952 ADSs that the Company expects to purchase are 1,869,952 ADSs that the Company has elected to purchase pursuant to its right to purchase up to an additional 2% of its outstanding ADSs. Due to the oversubscription of the tender offer, the Company expects to accept the ADSs on a pro rata basis, except for tenders of “odd lots,” which will be accepted in full, and conditional tenders that will automatically be regarded as withdrawn because the condition of the tender has not been met, and has been informed by the Depositary that the preliminary proration factor for the Offer is approximately 88.8%, assuming all ADSs tendered by notice of guaranteed delivery will be delivered. The total of 40,869,952 ADSs that the Company expects to purchase represents approximately 43.7% of the total number of ADSs outstanding as of June 24, 2026.
The number of ADSs expected to be purchased by the Company and the proration factor are preliminary and subject to change. The preliminary information contained in this press release is subject to confirmation by the Depositary and is based on the assumption that all ADSs tendered through notice of guaranteed delivery will be delivered within the one-trading day settlement period. The final number of ADSs to be purchased by the Company will be announced following the expiration of the guaranteed delivery period and completion by the Depositary of the confirmation process. Payment for the ADSs accepted for purchase under the tender offer will occur promptly thereafter.
Deutsche Bank Securities Inc. acts as dealer manager for the tender offer and D.F. King & Co., Inc. acts as information agent for the tender offer. Shareholders who have questions or would like additional information about the tender offer may contact D.F. King & Co., Inc. at (888) 644-5854, toll at (646) 989-1649 or email at htt@dfking.com; banks and brokers may call Deutsche Bank Securities Inc. at (212) 250-5600.
About High Templar Tech Limited
High Templar is exploring innovative business opportunities globally to satisfy clients’ demand by leveraging its technology know-how and financial service capabilities.
For more information, please visit https://ir.hightemplar.com/.
Forward-Looking Statements
This announcement contains forward-looking statements, including regarding the consummation of the tender offer and payment for shares purchased in the tender offer. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates” and similar statements. Among other things, the expectation of its collection efficiency and delinquency, contain forward-looking statements. High Templar may also make written or oral forward-looking statements in its periodic reports to the SEC, in its annual report to securityholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Statements that are not historical facts, including statements about High Templar’s beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: High Templar’s goal and strategies; High Templar’s expansion plans; High Templar’s future business development, financial condition and results of operations; High Templar’s expectations regarding demand for, and market acceptance of, its products; High Templar’s expectations regarding keeping and strengthening its relationships with customers, business partners and other parties it collaborates with; general economic and business conditions; and assumptions underlying or related to any of the foregoing. Further information regarding these and other risks is included in High Templar’s filings with the SEC. All information provided in this press release and in the attachments is as of the date of this press release, and High Templar does not undertake any obligation to update any forward-looking statement, except as required under applicable law.
For investor and media inquiries, please contact:
In China:
High Templar Tech Limited
Tel: +86-592-317-2318
E-mail: ir@hightemplar.com