AIFU Inc. (AIFU) closes Nova Lumina deal with stock and cash

Rhea-AI Filing Summary

AIFU Inc. has completed its acquisition of Nova Lumina Limited by issuing 102,578,839 Class A ordinary shares at US$1 per share and agreeing to pay US$22.0 million in cash. As of the January 9, 2026 closing, 96,526,648 shares went to YS Management Company Limited and 6,052,191 shares to Ethereal Group Ltd, with the cash portion payable to Ethereal. The shares issued to YS Management are locked up for five years.

After this transaction, AIFU has 123,514,110 ordinary shares outstanding, including 116,014,110 Class A and 7,500,000 Class B shares. YS Management now holds about 78.2% of outstanding shares but only 11.2% of voting power, while Ethereal holds about 4.9% of shares and 0.7% of voting power. The deal adds roughly 4,000 metric tons of premium dark tea inventory, combining 2,130 metric tons of raw materials and 1,870 metric tons of finished products, positioning AIFU to pair its AI-driven financial services with health and wellness related assets.

Insights

M&A and capital structure analyst

AIFU completes a share-heavy Nova Lumina acquisition, adding sizable tea inventory and reshaping its ownership profile.

The transaction closes AIFU’s purchase of Nova Lumina Limited via 102,578,839 new Class A shares at US$1 per share plus a deferred US$22.0 million cash payment to Ethereal Group Ltd. This is a large equity component relative to the post-deal total of 123,514,110 ordinary shares, meaning the acquisition is effectively financed predominantly with stock rather than immediate cash outlay.

Post-closing, YS Management Company Limited holds about 78.2% of outstanding shares but only 11.2% of voting power, and Ethereal holds about 4.9% of shares and 0.7% of voting power. This suggests a multi-class share structure where voting rights are concentrated elsewhere. Strategically, the acquisition brings approximately 4,000 metric tons of premium dark tea inventory, which the company describes as aligning AI-driven financial services with health and wellness assets; future disclosures will be needed to see how this inventory contributes to revenue and profitability.

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 January 2026

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 ☐

Completion of Acquisition of Nova Lumina Limited

On January 9, 2026, AIFU Inc. (“AIFU” or the “Company”) completed share issuance to YS Management Company Limited (“YSM”) and Ethereal Group Ltd (“Ethereal”) in relations to its previously announced acquisition of 100% of the equity interest in Nova Lumina Limited (“Nova”), a company holding a premium inventory of dark tea products.

Pursuant to the transaction agreement entered into on December 12, 2025 (the “Agreement”), the total consideration for the acquisition consisted of (i) an aggregate 102,578,839 Class A ordinary shares of a par value of US$0.4 each of the Company (the “Consideration Shares”) at a purchase price of US$1 per share and (ii) a cash payment of US$22.0 million, which will be paid within 360 days after the Closing Date. As of January 9, 2026 (the “Closing Date”), 96,526,648 Consideration Shares have been issued to YSM and 6,052,191 Consideration Shares have been issued to Ethereal, with the US$22.0 million cash payable to Ethereal. The Consideration Shares issued to YSM are subject to a lock-up period of five years from the Closing Date.

Following this issuance and the completion of the transaction, the Company has a total of 123,514,110 issued and outstanding ordinary shares, consisting of 116,014,110 Class A ordinary shares and 7,500,000 Class B ordinary shares. YSM holds approximately 78.2% of the total issued and outstanding shares of the Company, representing approximately 11.2% of the total voting power and Ethereal holds approximately 4.9% of the total issued and outstanding shares of the Company, representing approximately 0.7% of the total voting power.

The acquisition of Nova provides AIFU with approximately 4,000 metric tons of premium tea inventory, including 2,130 metric tons of dark tea raw materials and 1,870 metric tons of finished dark brick tea products. This move represents a strategic diversification, pairing AI-driven financial services with valuable assets in the burgeoning health and wellness sector.

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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: January 9, 2026

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FAQ

What transaction did AIFU (AIFU) complete in this 6-K filing?

AIFU Inc. completed its acquisition of 100% of Nova Lumina Limited by issuing new Class A ordinary shares and agreeing to a cash payment under a December 12, 2025 agreement.

How did AIFU pay for the Nova Lumina Limited acquisition?

The total consideration was 102,578,839 Class A ordinary shares at US$1 per share plus a US$22.0 million cash payment, with the cash payable to Ethereal Group Ltd within 360 days after the January 9, 2026 closing date.

How many AIFU shares are outstanding after the Nova Lumina deal?

After the transaction, AIFU has 123,514,110 ordinary shares outstanding, consisting of 116,014,110 Class A ordinary shares and 7,500,000 Class B ordinary shares.

What is YS Management Company Limited’s stake in AIFU after the acquisition?

YS Management Company Limited holds approximately 78.2% of AIFU’s total issued and outstanding shares, representing about 11.2% of the total voting power, and its newly issued shares are subject to a five-year lock-up from January 9, 2026.

What is Ethereal Group Ltd’s ownership in AIFU following the transaction?

Ethereal Group Ltd holds approximately 4.9% of AIFU’s total issued and outstanding shares, representing about 0.7% of the total voting power, and is entitled to the US$22.0 million cash portion of the consideration.

What assets did AIFU gain through acquiring Nova Lumina Limited?

AIFU gained about 4,000 metric tons of premium dark tea inventory, including 2,130 metric tons of dark tea raw materials and 1,870 metric tons of finished dark brick tea products.

How does the Nova Lumina acquisition fit AIFU’s strategy?

AIFU states that the deal represents strategic diversification, combining its AI-driven financial services with premium tea assets in the health and wellness sector.