AIFU completes roughly RMB300M Waltz acquisition

The cash portion is payable to Modern within 365 days following closing, and the Sellers agreed to a 60-month restriction on transfers of consideration shares.

Available on EDGAR 11/06/2026 - 09:00 AM EST Accepted by SEC EDGAR 11/06/2026 - 09:00 AM EST Learn about SEC filing dates

Rhea-AI Filing Summary

AIFU Inc. completed its acquisition of 100% of the equity interest in Waltz Investment Holding Ltd. on November 6, 2026, for consideration valued at approximately RMB300.0 million. Waltz Investment indirectly owns 99% of Shenzhen Waltz New Material Applied Technology Co., Ltd. and its wholly owned subsidiaries, which provide functional film application and development services.

Consideration comprised 11,203,443 Class A ordinary shares issued at US$3.0 per share and US$11,000,000 in cash payable to Modern Holding Ltd. within 365 days following closing. Shares were issued to Ballet Holding Ltd. and Timber Management Limited (3,546,580 each), Modern Holding Ltd. (2,396,583) and Sunrise Capital Partners Ltd. (1,713,700). As of November 6, 2026, AIFU had 72,379,191 issued and outstanding ordinary shares. The Sellers held approximately 15.48% of those shares and approximately 1.03% of total voting power. Each Seller agreed, subject to customary exceptions, not to transfer or otherwise dispose of its Consideration Shares for 60 months following closing. The shares were issued in a private transaction and are restricted securities.

Key Figures

Acquisition consideration: Approximately RMB300.0 million Consideration shares: 11,203,443 Class A ordinary shares Issue price: US$3.0 per share +5 more

8 metrics

Acquisition consideration Approximately RMB300.0 million Consideration for the acquisition

Consideration shares 11,203,443 Class A ordinary shares Issued to the Sellers for the acquisition

Issue price US$3.0 per share Price of the Consideration Shares

Cash consideration US$11,000,000 Payable to Modern Holding Ltd.

Cash payment period Within 365 days Following closing; payable to Modern Holding Ltd.

Issued and outstanding ordinary shares 72,379,191 shares As of November 6, 2026, following completion of the transaction

Sellers' ownership Approximately 15.48% Share of AIFU's total issued and outstanding shares upon completion

Sellers' voting power Approximately 1.03% Upon completion of the transaction

Key Terms

functional film application and development services, Consideration Shares, restricted securities, Regulation S, +1 more

5 terms

functional film application and development services technical

"provider of functional film application and development services"

Consideration Shares financial

"11,203,443 Consideration Shares have been issued"

restricted securities regulatory

"are restricted securities"

Restricted securities are shares or other investment instruments that come with legal or contractual limits on when and how they can be sold, like stock given to founders or bought in a private offering. Think of them as assets in a locked box that can’t be freely traded until certain conditions — such as a waiting period, company registration, or specific approvals — are met. For investors this matters because restricted securities are less liquid and can affect timing, price, and perceived value when they eventually enter the market.

Regulation S regulatory

"Regulation S promulgated thereunder"

Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.

Section 4(a)(2) regulatory

"in reliance on Section 4(a)(2) thereof"

Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What was the consideration for AIFU's acquisition of Waltz Investment?

AIFU valued the acquisition at approximately RMB300.0 million, consisting of 11,203,443 Class A ordinary shares issued at US$3.0 per share and US$11,000,000 in cash payable to Modern Holding Ltd. within 365 days following closing.

How many shares did AIFU issue to each seller for the acquisition?

AIFU issued 3,546,580 shares each to Ballet Holding Ltd. and Timber Management Limited, 2,396,583 shares to Modern Holding Ltd., and 1,713,700 shares to Sunrise Capital Partners Ltd.

How long are AIFU's acquisition consideration shares restricted from transfer?

Each Seller agreed, subject to certain customary exceptions, not to transfer or otherwise dispose of its Consideration Shares for 60 months following closing. The shares were issued in a private transaction and are restricted securities.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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 November 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 ☐

Entry into a Transaction Agreement

On November 6, 2026, AIFU Inc. (“AIFU” or the “Company”) completed share issuance to Ballet Holding Ltd (“Ballet”), Timber Management Limited (“Timber”), Modern Holding Ltd (“Modern”) and Sunrise Capital Partners Ltd.(“Sunrise”) (collectively, the “Sellers”) in relations to its previously announced acquisition of 100% of the equity interest in Waltz Investment Holding Ltd. (the “Waltz Investment”), which in turn, indirectly owns 99% of the equity interests in Shenzhen Waltz New Material Applied Technology Co., Ltd. (“Shenzhen Waltz”) and its wholly-owned subsidiaries (collectively the “Waltz Group”) (the “Transaction”). Waltz Group is an established provider of functional film application and development services.

Pursuant to the transaction agreement entered into on October 21, 2026 (the “Agreement”), the total consideration for the acquisition, which is valued at approximately RMB300.0 million, consisted of (i) 11,203,443 Class A ordinary shares of the Company, par value US$0.002 per share (the “Consideration Shares”), at an issue price of US$3.0 per share, and (ii) US$11,000,000 in cash, payable to Modern within 365 days following the closing of the Transaction (the “Closing”)

As of November 6, 2026 (the “Closing Date”), 3,546,580, 3,546,580, 2,396,583 and 1,713,700 Consideration Shares have been issued to Ballet, Timber, Modern and Sunrise, respectively.

Following this issuance and the completion of the transaction, the Company has a total of 72,379,191 issued and outstanding ordinary shares, consisting of 62,129,191 Class A ordinary shares and 10,250,000 Class B ordinary shares.

Upon completion of the Transaction, the Sellers hold, in the aggregate, approximately 15.48% of the Company’s total issued and outstanding shares and approximately 1.03% of the Company’s total voting power.

Pursuant to the Agreement, subject to certain customary exceptions, each Seller has agreed not to transfer or otherwise dispose of any Consideration Shares held by such Seller for a period of 60 months following the Closing. The Consideration Shares were issued in a private transaction exempt from registration under the Securities Act of 1933, as amended, in reliance on Section 4(a)(2) thereof and/or Regulation S promulgated thereunder, and are restricted securities.

Incorporation by Reference

The contents of this Current Report on Form 6-K are hereby incorporated by reference into the Company’s registration statement on Form F-3 (File No. 333-296229), and shall be a part thereof from the date on which this report is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.

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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: November 6, 2026

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