On October 24, 2025, Fangdd Network Group Ltd. (NASDAQ: DUO) announced that it has entered into a convertible note purchase agreement with an investor, under which the company will issue a $34,320,000 convertible promissory note in a private placement. The note is intended to satisfy payment obligations under an asset purchase agreement dated September 29, 2025, and will mature 364 days after issuance without bearing interest.
The note is convertible into Class A ordinary shares at the holder’s option at a conversion price of $1.0409 per share. If not converted prior to maturity, the outstanding principal will automatically convert into Class A shares on the maturity date. The company has also entered into a share‑subscription agreement with ZX International Ltd., allowing the issuance of up to 12,731 Class C ordinary shares at a price based on the average closing price of the company’s Class A shares over the 15 trading days preceding the conversion notice.
This financing transaction provides Fangdd with immediate liquidity to support its ongoing asset acquisition strategy while maintaining a debt‑free structure until conversion. The potential issuance of Class C shares introduces a dilution risk for existing shareholders, but the conversion terms and share‑subscription agreement are designed to balance capital needs with shareholder value preservation.
The announcement underscores Fangdd’s continued focus on leveraging capital markets to fund strategic growth initiatives, while also highlighting the company’s commitment to transparent disclosure of financing terms and potential equity dilution. The transaction is expected to strengthen the company’s balance sheet and support its long-term transition toward higher‑margin SaaS and asset‑management services.
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