FangDD issues $34.3 million convertible note for asset acquisition

Fangdd Network Group Ltd. (NASDAQ: DUO) announced it entered into a convertible note purchase agreement to issue a $34,320,000 convertible promissory note through private placement.

The note will satisfy payment obligations under an asset purchase agreement dated September 29, 2025, between the company and an investor. The convertible note matures in 364 days without bearing interest and converts into Class A ordinary shares at $1.0409 per share at the holder's option. Any outstanding principal amount will automatically convert to Class A ordinary shares at maturity.

To maintain corporate structure stability following potential conversion, FangDD entered a share subscription agreement with ZX INTERNATIONAL LTD, controlled by Chairman and CEO Xi Zeng. Under this agreement, the company may issue up to 12,731 Class C ordinary shares to ZX INTERNATIONAL LTD if the note holder provides conversion notice. The purchase price per Class C share will be calculated based on the average closing price of Class A ordinary shares for the 15 trading days prior to closing notice.

The note represents an unsecured general obligation of the company. Both the note issuance and Class C share issuance are exempt from Securities Act registration under Section 4(2) regarding non-public offerings, relying on Regulation D and Regulation S compliance.

FangDD describes itself as a customer-oriented property technology company in China that provides real estate transaction digitalization services through mobile internet, cloud, big data and artificial intelligence technologies.

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