FangDD Issues $34.3M Convertible Note Tied to Asset Acquisition

Fangdd has agreed to issue a US$34.32 million convertible note to an undisclosed investor as part of an asset acquisition disclosed in late September. The note will be issued via private placement under a convertible note purchase agreement, subject to customary closing conditions.

A convertible note is a type of financing that—instead of being paid back plus interest with a typical loan—allows the lender to be repaid in equity in the borrowing company.

Fangdd's note carries a 364-day term and will accrue no interest. It may be converted into Class A ordinary shares at US$1.0409 per share at the investor’s discretion. If not converted earlier, the principal will automatically convert at maturity. Proceeds from the issuance will satisfy payment obligations related to the asset purchase agreement dated September 29, 2025. Additional terms are available in the company’s Form 6-K filed on September 30.

FangDD has also entered into a share subscription agreement with ZX INTERNATIONAL LTD, a British Virgin Islands entity controlled by CEO and chairman Xi Zeng.

This agreement enables the issuance of up to 12,731 Class C ordinary shares if the convertible note is exercised, with pricing based on the 15-day average closing price of Class A shares prior to notice. The Class C shares retain the rights and restrictions approved by the board in November 2022.

Both the convertible note and any subsequent share issuances are exempt from SEC registration under Section 4(2) of the Securities Act and applicable provisions of Regulation D and/or Regulation S.

The portal operator recorded a small net loss in its interim report released several weeks ago.