| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Class A ordinary share, par value $0.4 per share |
| (b) | Name of Issuer:
AIFU INC. |
| (c) | Address of Issuer's Principal Executive Offices:
27F, Pearl River Tower, No. 15, West Zhujiang Road, Zhujiang New Town, Tianhe, Gua,
CHINA
, 510623. |
| Item 2. | Identity and Background |
|
| (a) | This statement on Schedule 13D/A is being filed by Maase Inc.. (the "Reporting Person"). |
| (b) | The principal business and office address of Reporting Person is 12F, Block B, Longhu Xicheng Tianjie No. 399 Huazhaobi Xishun Street, Jinniu District, Chengdu Sichuan Province, People's Republic of China. |
| (c) | Reporting Person is a holding company whose Class A ordinary shares are listed on the Nasdaq Global Market. Through its various subsidiaries and affiliated entities, Reporting Person operates as a leading provider of intelligent technology-driven family and enterprise services in China. |
| (d) | During the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | During the last five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, is or was subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such law. |
| (f) | Reporting Person is an exempt company with limited liability incorporated under the laws of Cayman Islands. |
| Item 3. | Source and Amount of Funds or Other Consideration |
| | Item 3 is hereby amended and supplemented in its entirety as follows:
The information set forth in Item 4 and Item 6 is hereby incorporated by reference into this Item 3.
On May 21, 2025, the Issuer effected a 1-for-400 reverse share split (the "Reverse Split"). Following the Reverse Split, every four hundred (400) issued and authorized Class A and Class B ordinary shares of a par value of US$0.001 each were consolidated into one (1) Class A or Class B ordinary share, respectively, with a par value of US$0.4 per share.
On July 7, 2025, the Issuer entered into a Securities Purchase Agreement (the "Agreement") with certain institutional investors (the "Investors"). Pursuant to the Agreement, on July 23, 2025 (the "Closing Date"), the Issuer issued and sold to the Investors an aggregate of 10,000,000 Class A ordinary shares, par value $0.40 per share (the "Class A Ordinary Shares"), at a purchase price of $3.156 per share (the "Share Issuance"). Concurrently with the Share Issuance, the Issuer issued to the Investors a warrant (the "Warrant") to purchase up to an aggregate of 20,000,000 additional Class A Ordinary Shares. The Warrant is exercisable in two equal tranches: 50% of the Warrant are exercisable at 200% of the per share purchase price, and the remaining 50% are exercisable at 250% of the per share purchase price.
Following the Reverse Split and Share Issuance, the Reporting Person beneficially owns 367,774 Class A ordinary shares and 1,275,000 Class B ordinary shares of the Issuer, representing 10.35% of the total issued and outstanding ordinary shares, and 48.55% of the aggregate voting power, of the Issuer.
The Reporting Person has not effected any transactions in the Issuer's ordinary shares in the past 60 days. The reported change in beneficial ownership and voting power of the Reporting Person was solely due to the Reverse Split and dilution from the Share Issuance. |
| Item 4. | Purpose of Transaction |
| | Item 4 is hereby amended and supplemented in its entirety as follows:
The Reporting Person acquired beneficial ownership of the Ordinary Shares as described in this Schedule 13D/A for strategic long-term investment purposes. The Reporting Person intends to review their investment in the Issuer on a continuing basis. Each Reporting Person may in the future take such actions with respect to its investment in the Issuer as it deems appropriate, including changing its current intentions, with respect to any or all matters required to be disclosed in this Schedule 13D/A, depending on various factors, including but not limited to the Issuer's business, prospects, financial position and strategic direction, price levels of the ordinary shares, conditions in the securities markets, and general economic and industry conditions. Consistent with the Reporting Person's investment purposes, the Reporting Person may engage in communications with, without limitation, one or more shareholders of the Issuer, management of the Issuer or one or more members of the board of directors of the Issuer, and may make suggestions concerning the Issuer's operations, prospects, business and financial strategies, strategic direction and transactions, assets and liabilities, business and financing alternatives and such other matters as the Reporting Person may deem relevant to their investment in the Ordinary Shares. The Reporting Person expects that they will, from time to time, review their investment position in the Issuer and may make additional purchases of Ordinary Shares (or other securities convertible or exercisable into Ordinary Shares) in the open market or in privately negotiated transactions, or hold or dispose of all or part of their investments in the Ordinary Shares, depending upon the Reporting Person's evaluation of the Issuer's business, prospects, financial condition and strategic direction, the market for the ordinary shares, other opportunities available to the Reporting Persons, general economic conditions, stock market conditions and other factors. Except as set forth in this Item 4 or Item 6 below, the Reporting Person has no present plans or proposals that relate to or that would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D of the Act. |
| Item 5. | Interest in Securities of the Issuer |
| (a) | The responses of the Reporting Person to Rows (7) through (13), including the footnotes thereto, of the cover pages of this Schedule 13D/A are hereby incorporated by reference in this Item 5.
The information set forth in Item 2, 3 and 4 above is hereby incorporated by reference.
The aggregate number of ordinary shares beneficially owned by the Reporting Person is 1,642,774, including 367,774 Class A ordinary shares and 1,275,000 Class B ordinary shares of the Issuer. The Reporting Person's aggregate percentage of beneficial ownership is 10.35%, representing 48.55% of the voting power of the Issuer. Percentage of beneficial ownership of the Reporting Person is based on on 15,870,271 ordinary shares, including 13,370,271 Class A ordinary shares and 2,500,000 Class B ordinary shares, of the Issuer outstanding as of July 23, 2025. Each Class A ordinary share is entitled to one vote and each Class B ordinary share is entitled to one hundred (100) votes on any and all matters submitted for a vote. |
| (b) | The Reporting Person has sole voting and dispositive power over the ordinary shares of reported in this Schedule 13D/A. |
| (c) | During the 60 days preceding the filing of this Schedule 13D/A, the Reporting Person and, to its knowledge, none of the director and officer of Reporting Person has effected any transactions in the Ordinary Shares except as reported herein. |
| (d) | To the best knowledge of the Reporting Person, except for the agreements described in this Schedule 13D/A, no one other than the Reporting Person, or the holders of interests in the Reporting Person, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Ordinary Shares. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
| | Item 6 is hereby amended by incorporating by reference the information set forth in Item 3 above. Except as described above or elsewhere in this Statement or incorporated by reference in this Statement, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Persons and any person with respect to any securities of the Company, including, but not limited to, transfer or voting of any securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies. |
| Item 7. | Material to be Filed as Exhibits. |
| | Exhibit 1: List of directors and executive officers of Maase Inc. (filed herewith) Exhibit 2: Form of Share Purchase and Sale Agreement, dated July 7, 2025, between AIFU Inc. and certain investors. (incorporation by reference to Exhibit 99.2 to the Form 6-K of AIFU Inc. filed with the Commission on July 7, 2025) Exhibit 3: Form of Warrant (incorporation by reference to Exhibit 99.3 to the Form 6-K of AIFU Inc. filed with the Commission on July 7, 2025) |
