{"url_path":"/sec/tjgc/10-k/2026/item-14","section_key":"item-14","section_title":"Item 14 MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-07-22","source_url":"https://www.sec.gov/Archives/edgar/data/1969928/0001185185-26-003078-index.html","accession_number":"0001185185-26-003078","cik":"0001969928","ticker":"TJGC","issuer_name":"TJGC GROUP Ltd","edgar_url":"https://www.sec.gov/Archives/edgar/data/1969928/0001185185-26-003078-index.html","primary_entity_key":"0001969928","primary_entity_name":"TJGC GROUP Ltd"},"word_count":272,"has_tables":true,"body_markdown":"**ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS\nAND USE OF PROCEEDS**\n\n \n\nOn April 15, 2026, the Company entered into securities purchase\nagreements with certain investors to issue and sell 15,000,000 no-par value ordinary shares in a best-efforts offering at a price of US$0.40\nper share, generating aggregate gross proceeds of US$6,000,000. The offering was conducted under the Form F-1 registration statement (File\nNo. 333-294243), which was declared effective by the SEC on the same date. The Nasdaq closing price of our ordinary shares on April 14,\n2026 was US$0.9399. This offering has no minimum share volume or gross proceeds requirement for closing. Eddid Securities USA Inc. served\nas the exclusive placement agent. Neither party established an escrow or trust account for investor funds, as the placement agent did\nnot take possession of investor proceeds. The placement agent had no obligation to purchase the offered shares or secure a fixed transaction\nsize. As consideration for its services, the Company paid the placement agent a cash fee equal to 4% of the gross proceeds, or US$240,000,\ntogether with other customary compensation. The offering closed on April 16, 2026. Our ordinary shares are listed on the Nasdaq Capital\nMarket under the ticker symbol “TJGC”.\n\n \n\nThe April 2026 Registered Direct Offering generated gross proceeds\nto the Company of US$6,000,000. The net proceeds after deducting estimated placement agent fees and estimated offering expenses payable\nby us were approximately US$5,435,772. The Company intends to use the proceeds for investment in artificial intelligence research and\ndevelopment and product enhancement; market expansion and strategic partnerships; potential mergers and acquisitions; and working capital\nand other general corporate purposes."}