AIFU Inc. (NASDAQ: AIFU) to acquire Nova Lumina for 102,578,839 shares

Rhea-AI Filing Summary

AIFU Inc. entered into a transaction agreement to acquire 100% of Nova Lumina Limited from its shareholders YS Management Company Limited and Ethereal Group Ltd. The purchase price will be paid through 102,578,839 new Class A ordinary shares and a cash payment of US$22.0 million, based on a share price of US$1.0 per AIFU share. YSM will receive 96,526,648 Class A shares subject to a five-year lock-up, while Ethereal will receive 6,052,191 Class A shares plus the cash payment.

The transaction has been approved by AIFU’s board and is expected to close in January 2026, subject to customary closing conditions. AIFU also expects to complete a new issuance of 5,000,000 Class B ordinary shares on or around December 22, 2025. After both the Class B issuance and the closing, YSM is expected to hold about 78.2% of AIFU’s total issued and outstanding shares, representing about 11.2% of total voting power, and Ethereal about 4.9% of shares with 0.7% of voting power.

Nova’s main assets are a premium tea inventory of roughly 4,000 metric tons, including 2,130 metric tons of dark tea raw materials and 1,870 metric tons of finished dark brick tea. The acquisition is described as positioning AIFU in the high-growth health and wellness consumer sector by adding a tangible asset base with long-term value potential.

Insights

Cross-border M&A and capital markets analyst

AIFU is acquiring Nova Lumina with large share issuance and cash, adding tea assets and reshaping ownership and voting structure.

The agreement has AIFU acquiring 100% of Nova Lumina Limited by issuing 102,578,839 Class A ordinary shares and paying US$22.0 million in cash, at a stated price of US$1.0 per share. Most of the shares, 96,526,648 Class A, go to YS Management Company Limited, with a five-year lock-up, while Ethereal Group Ltd receives 6,052,191 Class A shares plus the cash payment. This structure combines equity and cash while tying the largest seller to the company for several years via the lock-up.

The transaction is paired with an expected issuance of 5,000,000 Class B ordinary shares on or around December 22, 2025. After this issuance and closing of the acquisition, YSM is expected to hold about 78.2% of AIFU’s total issued and outstanding shares but only about 11.2% of total voting power, while Ethereal holds about 4.9% of shares and 0.7% of voting power. This highlights a multi-class share structure where economic ownership and voting control differ. The deal is expected to close in January 2026, and Nova brings approximately 4,000 metric tons of dark tea inventory, which AIFU describes as supporting a strategy in the health and wellness consumer sector.

Form 6-K: How Foreign Companies Report to the SEC →

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 December 2025

Commission File Number: 001-33768

AIFU INC.

 Room 01, Building 10,

Jinzhong Guobin Hui Qinyuan 2nd Road

Lihu Community, Xili Street
Shenzhen, 518055
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 ☐

CONTENT

Entry into a Transaction Agreement

On December 12, 2025, AIFU Inc. (NASDAQ: AIFU) (“AIFU” or the “Company”), entered into a transaction agreement (the “Agreement”) with Nova Lumina Limited (“Nova”), and its existing shareholders, YS Management Company Limited (“YSM”) and Ethereal Group Ltd (“Ethereal”) (collectively the “Sellers”).

Pursuant to the Agreement, the Company will acquire 100% of the equity interest of Nova from the Sellers. The total consideration consists of 102,578,839 Class A ordinary shares of the Company (the “Consideration Shares”) and a cash payment of US$22.0 million, based on a purchase price of US$1.0 per share of the Company (the “Transaction”). 96,526,648 Class A ordinary shares and 6,052,191 Class A ordinary shares will be issued to YSM and Ethereal, respectively, with an additional cash payment of US$22.0 million payable to Ethereal. The Consideration Shares issued to YSM will be subject to a lock-up period of five years from the closing date.

The Transaction, which was approved by the board of directors of the Company, is expected to close in January 2026, subject to customary closing conditions. The Company is expectNova’s principal assets include a premium inventory of approximately 4,000 metric tons of tea, comprising 2,130 metric tons of dark tea raw materials and 1,870 metric tons of finished dark brick tea products.  This acquisition strategically positions the Company within the high-growth health and wellness consumer sector by adding a tangible, appreciating asset base with long-term value potential.

The Transaction Agreement is filed as Exhibit 10.1 to this Current Report on Form 6-K. The foregoing is only a brief description of the material terms of the Transaction Agreement, and does not purport to be a complete description of the rights and obligations of the parties thereunder and is qualified in its entirety by reference to such exhibit.

ed to complete a new share issuance of 5,000,000 Class B ordinary shares on or around December 22, 2025. Following (i) the completion of such Class B ordinary share issuance and (ii) the Closing of the Transaction, YSM will hold approximately 78.2% of the total issued and outstanding shares, representing approximately 11.2% of the total voting power of the Company, and Ethereal will hold approximately 4.9% of the total issued and outstanding shares, representing approximately 0.7% of the total voting power of the Company.

Nova’s principal assets include a premium inventory of approximately 4,000 metric tons of tea, comprising 2,130 metric tons of dark tea raw materials and 1,870 metric tons of finished dark brick tea products.  This acquisition strategically positions the Company within the high-growth health and wellness consumer sector by adding a tangible, appreciating asset base with long-term value potential.

The Transaction Agreement is filed as Exhibit 10.1 to this Current Report on Form 6-K. The foregoing is only a brief description of the material terms of the Transaction Agreement, and does not purport to be a complete description of the rights and obligations of the parties thereunder and is qualified in its entirety by reference to such exhibit.

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EXHIBIT INDEX

Exhibit Number		Description
10.1		Form of Transaction Agreement made between AIFU Inc. and YS Management Company Limited and Ethereal Group Ltd dated December 12, 2025

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SIGNATURE

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.

	AIFU Inc.
	By:	/s/ Mingxiu Luan
	Name:	Mingxiu Luan
	Title:	Chief Executive Officer

Date: December 12, 2025

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FAQ

What transaction did AIFU Inc. (AIFU) announce in this Form 6-K?

AIFU Inc. announced that it entered into a transaction agreement to acquire 100% of the equity interest of Nova Lumina Limited from its existing shareholders, YS Management Company Limited and Ethereal Group Ltd.

How much is AIFU Inc. (AIFU) paying to acquire Nova Lumina Limited?

The total consideration for Nova Lumina Limited consists of 102,578,839 Class A ordinary shares of AIFU and a cash payment of US$22.0 million, based on a purchase price of US$1.0 per AIFU share.

How will the consideration be split between YSM and Ethereal in the AIFU (AIFU) deal?

YS Management Company Limited is expected to receive 96,526,648 Class A ordinary shares, which will be locked up for five years, while Ethereal Group Ltd is expected to receive 6,052,191 Class A ordinary shares plus a cash payment of US$22.0 million.

What will YSM and Ethereal own in AIFU Inc. (AIFU) after the share issuance and transaction closing?

Following the expected issuance of 5,000,000 Class B ordinary shares and the closing of the transaction, YSM is expected to hold about 78.2% of AIFU’s total issued and outstanding shares with approximately 11.2% of total voting power, while Ethereal is expected to hold about 4.9% of shares with approximately 0.7% of voting power.

When is the AIFU Inc. (AIFU) acquisition of Nova Lumina Limited expected to close?

The acquisition of Nova Lumina Limited by AIFU is expected to close in January 2026, subject to customary closing conditions, after approval by AIFU’s board of directors.

What assets does Nova Lumina Limited contribute to AIFU Inc. (AIFU)?

Nova Lumina Limited’s principal assets include a premium inventory of about 4,000 metric tons of tea, consisting of 2,130 metric tons of dark tea raw materials and 1,870 metric tons of finished dark brick tea products, which AIFU describes as supporting a strategy in the high-growth health and wellness consumer sector.