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
OF
THE SECURITIES EXCHANGE ACT OF 1934
For
the month of July 2026
Commission
File Number 001-41801
Cheche
Group Inc.
8/F,
Desheng Hopson Fortune Plaza
13-1
Deshengmenwai Avenue
Xicheng
District, Beijing 100088, 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
The
document attached as exhibit 99.1 to this Form 6-K are hereby incorporated by reference into the registration statements on Form F-3
(File Nos.: 333-287000 and 333-274806) of the Company, filed with the U.S. Securities and Exchange Commission and to 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from the date on which this report is furnished, to the extent not superseded by documents or reports subsequently filed or furnished
(to the extent we expressly state that we incorporate such furnished information by reference).
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 hereunto duly authorized.
| |
Dated:
July 10, 2026 |
| |
|
|
| |
By: |
/s/
Lei ZHANG |
| |
Name:
|
Lei
ZHANG |
| |
Title:
|
Chief
Executive Officer and Director |
EXHIBIT
INDEX
| Exhibit
Number |
|
Description |
| 99.1 |
|
Press Release |
Exhibit
99.1
Cheche
Group Announces 35-for-1 Share Consolidation
BEIJING,
China – July 10, 2026 – Cheche Group Inc. (NASDAQ: CCG) (“Cheche” or the “Company”), China’s
leading auto insurance technology platform, today announced that it will effect a 35-for-1 share consolidation of its Class A ordinary
shares and Class B ordinary shares (the “Share Consolidation”).
The
Share Consolidation was approved by the Company’s shareholders at the extraordinary general meeting duly convened and held on June
12, 2026, Beijing time (June 11, 2026, U.S. Eastern time). Pursuant to the shareholders’ approval and the authority granted thereunder,
the Company has determined that the Share Consolidation is expected to become effective as of the opening of business on July 20,
2026, U.S. Eastern time, subject to Nasdaq’s processing and the completion of the remaining administrative procedures.
Beginning
with the opening of trading on, the Company’s Class A ordinary shares are expected to trade on a post-Share Consolidation basis
on Nasdaq under the existing trading symbol “CCG” and under the new CUSIP/CINS number G20707124 and new ISIN KYG207071245.
At
the effective time of the Share Consolidation, every thirty-five (35) issued and outstanding Class A ordinary shares of par value US$0.00001
each will be consolidated into one (1) Class A ordinary share of par value US$0.00035 each. Every thirty-five (35) issued and outstanding
Class B ordinary shares of par value US$0.00001 each will also be consolidated into one (1) Class B ordinary share of par value US$0.00035
each. Immediately prior to the effective time of the Share Consolidation, the Company has 69,093,430 Class A ordinary shares and 18,596,504
Class B ordinary shares outstanding. Immediately following the effective time of the Share Consolidation, the Company is expected to
have 1,974,098 Class A ordinary shares and 531,328 Class B ordinary shares outstanding.
No
fractional shares will be issued in connection with the Share Consolidation. Any fractional share entitlements resulting from the Share
Consolidation will be rounded to the nearest whole share. As a result of such rounding, the number of issued and outstanding shares after
the Share Consolidation may differ slightly from the number that would result from a strict application of the 35-for-1 ratio.
The
Company’s warrants are expected to continue trading on Nasdaq under the existing trading symbol “CCGWW”. In connection with the Share Consolidation, proportionate adjustments
will be made to the Company’s outstanding warrants in accordance with the terms of the warrant agreement. As a result, the number
of Class A ordinary shares issuable upon exercise of the warrants and the applicable exercise price will be proportionately adjusted
to reflect the 35-for-1 Share Consolidation.
The
Share Consolidation is intended to enable the Company to regain compliance with Nasdaq’s minimum bid price requirement. The Share
Consolidation will affect all shareholders uniformly and will not alter any shareholder’s percentage interest in the Company’s
equity, except for adjustments that may result from the treatment of fractional shares entitlements.
Safe
Harbor Statements
This
press release includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the
United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such
as “estimate,” “plan,” “project,” “forecast,” “intend,” “will,”
“expect,” “anticipate,” “believe,” “seek,” “target” or other similar expressions
that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements also
include, but are not limited to, statements regarding existing and new partnerships and customer relationships, projections, estimation,
and forecasts of revenue and other financial and performance metrics, projections of market opportunity and expectations, the Company’s
ability to scale and grow its business, the Company’s advantages and expected growth, and its ability to source and retain talent,
as applicable. These statements are based on various assumptions, whether or not identified in this press release, and on the current
expectations of the Company’s management and are not predictions of actual performance. These statements involve risks, uncertainties,
and other factors that may cause the Company’s actual results, levels of activity, performance, or achievements to materially differ
from those expressed or implied by these forward-looking statements. Further information regarding these and other risks, uncertainties,
or factors is included in the Company’s filings with the U.S. Securities and Exchange Commission. Although the Company believes
that it has a reasonable basis for each forward-looking statement contained in this press release, the Company cautions you that these
statements are based on a combination of facts and factors currently known and projections of the future, which are inherently uncertain.
The forward-looking statements in this press release represent the views of the Company as of the date of this press release. Subsequent
events and developments may cause those views to change. Except as may be required by law, the Company does not undertake any duty to
update these forward-looking statements.
About
Cheche Group Inc.
Established
in 2014 and headquartered in Beijing, China, Cheche is a leading auto insurance technology platform with a nationwide network of around
108 branches licensed to distribute insurance policies across 25 provinces, autonomous regions, and municipalities in China. Capitalizing
on its leading position in auto insurance transaction services, Cheche has evolved into a comprehensive, data-driven technology platform
that offers a full suite of services and products for digital insurance transactions and insurance SaaS solutions in China. Learn more
at https://www.chechegroup.com/en.
Cheche
Group Inc.:
IR@chechegroup.com
Crocker
Coulson
crocker.coulson@aumadvisors.com
(646)
652-7185
