DUO files 6-K with US$34.32M convertibles, Class C shares plan

Rhea-AI Filing Summary

Fangdd Network Group Ltd. (DUO) filed a Form 6-K furnishing transaction exhibits and a press release. The filing includes a Form of Convertible Note Purchase Agreement, a Share Subscription Agreement dated October 24, 2025 with ZX INTERNATIONAL LTD, and a press release titled “Fangdd Announces US$34,320,000 Convertible Note Issuance in Connection with Asset Acquisition and Proposed Issuance of Class C Ordinary Shares.”

The filing also states that Exhibits 4.1 and 10.1 are incorporated by reference into the company’s Form F-3 (No. 333-289070), allowing those agreements to be used within that shelf registration framework after effectiveness.

Insights

Capital markets analyst

DUO furnishes deal documents and a US$34.32M note announcement.

Fangdd submitted a 6-K that attaches the form of Convertible Note Purchase Agreement, a Share Subscription Agreement with ZX INTERNATIONAL LTD dated October 24, 2025, and a press release announcing US$34,320,000 in convertible notes tied to an asset acquisition and a proposed Class C ordinary share issuance.

Exhibits 4.1 and 10.1 are incorporated by reference into the company’s Form F-3 (No. 333-289070), which permits those documents to support future registered offerings under that shelf. Actual impact turns on the convertible note terms, conversion mechanics, and any subscription pricing, which are not detailed in the excerpt.

Key items to watch include subsequent filings that provide the note’s interest, conversion price, maturity, any beneficial ownership limitations, and specifics of the proposed Class C issuance, as those will determine dilution and balance-sheet effects.

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 October 2025

Commission file number: 001-39109

Fangdd Network Group Ltd.

Room 1501, Shangmei Technology Building

No. 15 Dachong Road

Nanshan District, Shenzhen, 518072

People’s Republic of China

Phone: +86 755 2699 8968

(Address and Telephone Number 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  ☐

EXHIBIT INDEX

Exhibit No.		Description
4.1		Form of Convertible Note Purchase Agreement between Fangdd Network Group Ltd. and the Investor
10.1		Share Subscription Agreement, dated as of October 24, 2025, between Fangdd Network Group Ltd. and ZX INTERNATIONAL LTD
99.1		Press Release – Fangdd Announces US$34,320,000 Convertible Note Issuance in Connection with Asset Acquisition and Proposed Issuance of Class C Ordinary Shares

INCORPORATION BY REFERENCE

Exhibits 4.1 and 10.1 to this report on Form 6-K are hereby incorporated by reference into the registration statement of Fangdd Network Group Ltd. on Form F-3 (No. 333-289070) to the extent not superseded by documents or reports subsequently filed.

1

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.

	Fangdd Network Group Ltd.
	By:	/s/ Xi Zeng
		Name:	Xi Zeng
		Title:	Chairman of the Board of Directors and Chief Executive Officer

Date: October 24, 2025

2

FAQ

What did Fangdd (DUO) announce in this 6-K?

The company furnished exhibits and a press release announcing a US$34,320,000 convertible note issuance tied to an asset acquisition and a proposed Class C share issuance.

Which agreements are included as exhibits in Fangdd’s 6-K?

A Form of Convertible Note Purchase Agreement and a Share Subscription Agreement dated October 24, 2025 with ZX INTERNATIONAL LTD.

Is any part of this 6-K incorporated into a shelf registration?

Yes. Exhibits 4.1 and 10.1 are incorporated by reference into Form F-3 (No. 333-289070).

What securities are referenced in the press release title?

A US$34,320,000 convertible note issuance and a proposed issuance of Class C Ordinary Shares.

Who is the counterparty to the Share Subscription Agreement?

The agreement is between Fangdd Network Group Ltd. and ZX INTERNATIONAL LTD.

What is the form type and purpose of this filing?

It is a Form 6-K used to furnish recent company information and exhibits for investors.