Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of November 2024

 

Commission File Number: 001-39111

 

XChange TEC.INC

(Registrant’s Name)

 

Room 1610

No.801, Building 1, 1136 Xinzha Road

JingAn District, Shanghai, 200041

People’s Republic of China

(Address of principal executive offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

Form 20-F ☒       Form 40-F ☐

 

 

 

 

 

 

EXPLANATORY NOTE

 

This report on Form 6-K, including the exhibits hereof, is hereby incorporated by reference into the Registrant’s Registration Statement on Form F-3 initially filed with the U.S. Securities and Exchange Commission on July 27, 2021 (Registration No. 333-258187) and shall be a part thereof from the date on which this current report is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.

 

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EXHIBIT INDEX

 

Number		Description of Document
99.1		Press Release

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

	XChange TEC.INC
	By:	/s/ Yong Zhang
	Name:	Yong Zhang
	Title:	Chairman of the Board of Directors and Chief Executive Officer

 

Date: November 4, 2024

 

 

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Exhibit 99.1

 

XChange TEC.INC Announces Plan to Implement ADS Ratio Change

 

SHANGHAI, China, November 4, 2024 (PR Newswire) -- XChange TEC.INC (NASDAQ: XHG) (the “Company”) today announced that it plans to change the ratio of the American depositary shares (“ADSs”) representing its Class A ordinary shares from one (1) ADS representing six hundred thousand (600,000) Class A ordinary share to one (1) ADS representing twelve million (12,000,000) Class A ordinary shares.

 

For the ADS holders, the change in the ADS ratio will have the same effect as a one-for-twenty reverse ADS split. There will be no change to the Company’s Class A ordinary shares. The effect of the ratio change on the ADS trading price on The Nasdaq Capital Market is expected to take place at the open of trading on November 8, 2024 (U.S. Eastern Time) (the “Effective Date”). Holder of ADSs will be required on a mandatory basis to surrender their old ADSs to the Company’s depositary, The Bank of New York Mellon (the “Depositary”), in exchange for every twenty (20) then-held (old) ADSs to receive one (1) new ADS. The ADSs will continue to be traded on The Nasdaq Capital Market under the symbol “XHG.”

 

No fractional new ADSs will be issued in connection with the change in the ADS ratio. Instead, fractional entitlements to new ADSs will be aggregated and sold by the Depositary and the net cash proceeds from the sale of the fractional ADS entitlements (after deduction of fees, taxes and expenses) will be distributed to the applicable ADS holders by the Depositary.

 

As a result of the change in the ADS ratio, the ADS price is expected to increase proportionally, although the Company can give no assurance that the ADS price after the change in the ADS ratio will be equal to or greater than twenty times the ADS price before the change.

 

For investor and media inquiries, please contact:

 

Luna Guo

 

E-mail: [e-mail]

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