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一亩田美股招股说明书(2026-04-09版)

2026-04-09 美股招股说明书 陳寧遠
报告封面

Prospectus Supplement No.3(To Prospectus datedMarch 9, 2026) Up to 42,307,692 American Depositary Shares Representing up to 1,057,692,300 Class A Ordinary Shares Yimutian Inc. This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated March9, 2026 (as supplemented or amended from time to time, the “Prospectus”), which forms a part of our Registration Statement onFormF-1 (Registration No.333-293952),as amended and supplemented. The Prospectus relates to the resale, from time to time, up to42,307,692 American depositary shares (the “ADSs”), representing 1,057,692,300 Class A ordinary shares, par value of US$0.00001per share, of Yimutian Inc. (the “Company”) issuable upon the conversion or otherwise pursuant to the terms of up to an aggregateprincipal amount of US$10,000,000 of senior convertible promissory note (the “Notes”) issued or issuable to the selling shareholdernamed in the Prospectus (the “Selling Shareholder”), pursuant to the terms of that certain securities purchase agreement, dated as of This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and maynot be delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. Thisprospectus supplement should be read in conjunction with the Prospectus and if there is any inconsistency between the information in Our ADSs are listed on the Nasdaq Global Market (“Nasdaq”) under the trading symbol “YMT”. On April 8, 2026, theclosing price for our ADSs on Nasdaq was US$0.18 per ADS. We may further amend or supplement the Prospectus and this prospectus supplement from time to time by filing amendmentsor supplements as required. You should read the entire Prospectus, this prospectus supplement and any amendments or supplements Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page28 of the Prospectusfor a discussion of information that should be considered in connection with an investment in our securities. Neither the U.S. Securities and Exchange Commission nor any other regulatory body has approved or disapproved ofthese securities or determined if thisprospectus supplementor the Prospectus is truthful or complete. Any representation to The date of this prospectus supplement is April 9, 2026. Receipt of Nasdaq Notification Regarding Minimum Bid Price The Company received a written notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq StockMarket LLC (“Nasdaq”) on April 2, 2026 indicating that the Company is not in compliance with the $1.00 minimum bid pricerequirement under the Nasdaq Listing Rules (the “Listing Rules”). Based on the closing bid price of the Company’s listed securitiesfrom February 18, 2026 to April 1, 2026, the Company has not met the minimum bid price requirement set forth in Listing Rule The Notice states that under Listing Rule 5810(c)(3)(A), the Company is provided with a period of 180 calendar days, or untilSeptember 29, 2026, to regain compliance with the Listing Rules. To regain compliance with the Listing Rules, the closing bid price ofthe Company’s ADSs must meet or exceed $1.00 per ADS for at least ten consecutive business days, unless Nasdaq exercises itsdiscretion to extend this ten-day period. In the event the Company does not regain compliance by September 29, 2026, the Company The Company is currently evaluating options to regain compliance and intends to timely regain compliance with Nasdaq’scontinued listing requirement, including a change of ratio of its ADSs and Class A ordinary shares. Although the Company will use allreasonable efforts to achieve compliance with the Minimum Bid Requirement, there can be no assurance that the Company will be