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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 August 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No. 333-258187) and shall be a part thereof from the date on which this current report is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
As previously announced by XChange TEC.INC, a company incorporated under the laws of Cayman Islands (the “Company”) via a press release on April 9, 2024, the Company received a notice from The Nasdaq Stock Market (“Nasdaq”) dated April 3, 2024, stating that the Company was not in compliance with the requirement to maintain a minimum bid price of $1 per share as set forth under Nasdaq Listing Rule 5450(a)(1) for continued listing on The Nasdaq Global Market (the “Bid Price Rule”). However, Nasdaq Listing Rule 5810(c)(3)(A) also provides the Company a compliance period of 180 calendar days, during which if the closing bid price of the Company’s American Depositary Shares (“ADSs”) is at least $1.00 per ADS for a minimum of ten consecutive business days, Nasdaq would provide a written confirmation of compliance.
On August 12, 2024, in connection with its previous request of appeal of the delisting determination by Nasdaq, the Company received a letter from the Nasdaq Office of General Counsel notifying the Company that the Company had regained compliance with the Bid Price Rule and was allowed to continue the listing of the Company’s securities on Nasdaq. On August 14, 2024, the Company received another letter from Nasdaq’s listing qualifications department, which also notified that the Company had regained compliance with the Bid Price Rule, because for the last 28 consecutive business days, from July 5 to August 13, 2024, the closing bid price of the Company’s ADSs had been at $1.00 per ADS or greater.
On August 15, 2024, the Company issued a press release announcing its receipt of the two letters from Nasdaq. A copy of the press release is attached hereto as Exhibit 99.1.
EXHIBIT INDEX
| Number | Description of Document | |
| 99.1 | Press Release |
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/ Chengcai Qu | |
| Name: | Chengcai Qu | |
| Title: | Chairman of the Board of Directors, Chief Executive Officer, Chief Operating Officer and Vice President |
|
Date: August 15, 2024
Exhibit 99.1
XChange TEC.INC Announces Receipt of Nasdaq Notification of Regaining Listing Compliance
SHANGHAI, Aug. 15, 2024 /PRNewswire/ -- XChange TEC.INC (NASDAQ: XHG) (the “Company”), today announced that it received two letters, dated August 12 and 14, 2024, respectively, from The Nasdaq Stock Market (“Nasdaq”) notifying the Company that it had regained compliance with the requirement to maintain a minimum bid price of $1 per share as set forth under Nasdaq Listing Rule 5450(a)(1) for continued listing on The Nasdaq Global Market (the “Bid Price Rule”).
As previously announced by the Company via a press release on April 9, 2024, the Company received a notice from Nasdaq dated April 3, 2024, stating that the Company was not in compliance with the Bid Price Rule. However, Nasdaq Listing Rule 5810(c)(3)(A) provides the Company a compliance period of 180 calendar days, during which if the closing bid price of the Company’s American Depositary Shares (“ADSs”) is at least $1.00 per ADS for a minimum of ten consecutive business days, Nasdaq would provide a written confirmation of compliance.
On August 12, 2024, in connection with its previous request of appeal of the delisting determination by Nasdaq, the Company received a letter from the Nasdaq Office of General Counsel notifying the Company that the Company had regained compliance with the Bid Price Rule and was allowed to continue the listing of the Company’s securities on Nasdaq. On August 14, 2024, the Company received another letter from Nasdaq’s listing qualifications department, which also notified that the Company had regained compliance with the Bid Price Rule, because for the last 28 consecutive business days, from July 5 to August 13, 2024, the closing bid price of the Company’s ADSs had been at $1.00 per ADS or greater.
About XChange TEC.INC
XChange TEC.INC, through its subsidiaries and consolidated variable interest entities, operates insurance agency and insurance technology business. The insurance agency is PRC-licensed and operates nationwide in the PRC with a wide range of insurance products underwritten by major insurance companies, including industry leading and/or state-owned property and casualty insurance companies as well as certain regional property and casualty insurance companies in China. The insurance technology business is focused on operating and developing insurance technology in the PRC, including developing SaaS platform to connect consumers and underwriting support.
Forward-Looking Statements
This press release contains forward-looking statements. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements that are other than statements of historical facts. The Company’s actual results may differ materially from those expressed in any forward-looking statements as a result of various factors and uncertainties. The reports filed by the Company with the Securities and Exchange Commission discuss these and other important factors and risks that may affect the Company’s business, results of operations and financial conditions. For these reasons, among others, investors are cautioned not to place undue reliance upon any forward-looking statements in this press release. The Company undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date hereof.
For investor and media inquiries, please contact:
Vivian
Shen
ir@qk365.com