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Huachen AI (NASDAQ: HCAI) wins approval for massive capital increase and share consolidation flexibility

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

Huachen AI Parking Management Technology Holding Co., Ltd reported that shareholders overwhelmingly approved all proposals at an extraordinary general meeting held on July 8, 2026. Holders representing approximately 97% of total voting power were present, establishing a strong quorum.

Shareholders approved increasing authorized share capital from US$78,125 (1,666,666,667 Class A and 416,666,667 Class B shares) to US$37,500,000, divided into 800,000,000,000 Class A and 200,000,000,000 Class B shares, each with par value US$0.0000375. They also approved related amendments to the Memorandum of Association, authorized the board to implement one or more share consolidations with an aggregate consolidation ratio of up to 4000:1 over a two-year period, and granted general authority to directors and service providers to carry out the technical and filing steps required.

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Insights

Shareholders approved a massive increase in authorized capital and broad share consolidation authority.

The company received strong shareholder support, with approximately 97% of voting power represented, to expand authorized capital from US$78,125 to US$37,500,000. This lifts capacity to issue up to 800,000,000,000 Class A and 200,000,000,000 Class B ordinary shares at a par value of US$0.0000375 each.

The meeting also authorized the board, for up to two years from the July 8, 2026 meeting date, to execute one or more share consolidations with a cumulative ratio of up to 4000:1. Such consolidations can help manage per-share trading price and share count, but any future use would depend on specific board decisions and market conditions. Operational authorizations to update constitutional documents, make Cayman filings, and adjust registers are largely administrative.

Authorized share capital before increase US$78,125 Divided into 1,666,666,667 Class A and 416,666,667 Class B ordinary shares before the Share Capital Increase
Authorized share capital after increase US$37,500,000 Divided into 800,000,000,000 Class A and 200,000,000,000 Class B ordinary shares after the Share Capital Increase
Par value per share US$0.0000375 Par value of each Class A and Class B ordinary share before and after the Share Capital Increase
Maximum cumulative share consolidation ratio 4000:1 Upper limit for accumulative consolidation ratio authorized for share consolidations over two years from the meeting date
Voting power represented at meeting 97% Approximate percentage of total voting power represented by shares present as of the November 10, 2025 record date
Votes for Proposal One 16,200,144 Number of votes cast in favor of increasing authorized share capital under Proposal One
Record date Class A shares outstanding 629,942 Number of Class A ordinary shares issued and outstanding as of the November 10, 2025 record date
Record date Class B shares outstanding 533,334 Number of Class B ordinary shares issued and outstanding as of the November 10, 2025 record date
authorized share capital financial
"to increase the Company’s authorized share capital from US$78,125 divided into 1,666,666,667 class A..."
The maximum number of shares a company is legally allowed to issue according to its governing documents. Think of it as the size of the blank checkbook a company keeps for selling ownership stakes: it sets an upper limit but does not mean all shares are in circulation. Investors care because a larger authorized amount makes it easier for the company to raise money or grant stock-based pay, which can dilute existing holdings and affect control and value per share.
par value financial
"ordinary shares of a par value of US$0.0000375 each, to US$37,500,000 divided into 800,000,000,000..."
Par value is the fixed amount printed on a bond or stock that represents its original value when issued. It’s like the face value of a coin or bill—what the issuer promises to pay back or the starting price of a stock—though it often doesn’t change with market prices. It matters because it helps determine certain financial details, like how much the company will pay back at maturity.
Memorandum of Association regulatory
"a special resolution to amend and restate the Company’s Memorandum of Association to reflect the Share Capital Increase"
A memorandum of association is a foundational legal document that creates a company and sets out its basic identity and powers — such as its name, purpose, share structure and the extent of owners’ liability. For investors it matters because it defines who can own what, what the company is allowed to do, and the limits on shareholder rights and protections; think of it as the company’s birth certificate and rulebook that affects ownership, risk and governance.
share consolidations financial
"approve a new round of share consolidations of the Company’s issued and unissued Class A ordinary shares"
quorum regulatory
"representing a total voting power of approximately 97% ... and therefore constituting a quorum"
A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.
General Authorization regulatory
"from (a) to (c), the “ General Authorization ”"
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FAQ

What did Huachen AI (HCAI) shareholders approve regarding authorized share capital?

Shareholders approved increasing authorized share capital from US$78,125 to US$37,500,000, divided into 800,000,000,000 Class A and 200,000,000,000 Class B ordinary shares, each with a par value of US$0.0000375.

How many Huachen AI (HCAI) shares were represented at the extraordinary general meeting?

Holders of 201,431 Class A ordinary shares and 533,334 Class B ordinary shares were present in person or by proxy, representing approximately 97% of the total voting power based on shares outstanding on November 10, 2025.

What share consolidation authority did Huachen AI (HCAI) shareholders grant the board?

Shareholders authorized the board, in its discretion over two years from the meeting date, to implement one or more share consolidations with an accumulative consolidation ratio of up to 4000:1 across Class A and Class B ordinary shares.

Did Huachen AI (HCAI) shareholders approve amendments to the Memorandum of Association?

Yes. Shareholders passed a special resolution to amend and restate the Memorandum of Association to reflect the approved share capital increase, aligning the company’s constitutional documents with the new authorized share structure.

What general authorizations were granted at the Huachen AI (HCAI) extraordinary meeting?

Shareholders approved a General Authorization allowing directors, the registered office service provider, and the share registrar or transfer agent to execute documents, make Cayman filings, update registers, and issue new share certificates to implement the approved resolutions.

What were the voting results on Huachen AI (HCAI) Proposal One to increase share capital?

Proposal One received 16,200,144 votes for, 999 against, and 308 abstentions, and was approved as an ordinary resolution to increase the company’s authorized share capital and create additional Class A and Class B ordinary shares.

 

 

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 July 2026

 

Commission File Number: 001-42505

 

Huachen AI Parking Management Technology Holding Co., Ltd,

(Translation of registrant’s name into English)

 

No. 6395 Hutai Road
Baoshan District, Shanghai, 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 ☐

 

 

 

 

 

 

Extraordinary General Meeting of Shareholders

 

On July 8, 2026, at 10:00 A.M., China Standard Time (July 7, 2026, at 10:00 P.M., Eastern Time), Huachen AI Parking Management Technology Holding Co., Ltd (the “Company”) held an extraordinary general meeting of shareholders (the “Extraordinary Meeting”) at its executive office at No. 6395 Hutai Road, Baoshan District, Shanghai, China. Holders of 201,431 Class A ordinary shares, and 533,334 Class B ordinary shares of the Company were present in person or by proxy at the Extraordinary Meeting, representing a total voting power of approximately 97% of the total voting power represented by the 629,942 Class A and 533,334 Class B ordinary shares issued and outstanding as of the record date of November 10, 2025, and therefore constituting a quorum. All matters voted on at the Extraordinary Meeting were approved as recommended by the Board of Directors of the Company and were approved at the Extraordinary Meeting. The final voting results for each matter submitted to a vote of shareholders at the meeting are as follows:

 

      For   Against   Abstain 
Proposal One:  As an ordinary resolution, to increase the Company’s authorized share capital from US$78,125 divided into 1,666,666,667 class A ordinary shares of a par value of US$0.0000375 each and 416,666,667 class B ordinary shares of a par value of US$0.0000375 each, to US$37,500,000 divided into 800,000,000,000 class A ordinary shares of a par value of US$0.0000375 each and 200,000,000,000 class B ordinary shares of a par value of US$0.0000375 each, by the creation of 798,333,333,333 class A ordinary shares of a par value of US$0.0000375 each and 199,583,333,333 class B ordinary shares of a par value of US$0.0000375 each (the “Share Capital Increase”).   16,200,144    999    308 
Proposal Two:  Subject to Proposal One being passed, to consider and vote upon a special resolution to amend and restate the Company’s Memorandum of Association to reflect the Share Capital Increase (the “Adoption of the Amended and Restated Memorandum”).   16,200,545    411    494 
Proposal Three:  As an ordinary resolution: (a) to approve a new round of share consolidations of the Company’s issued and unissued Class A ordinary shares (the “Class A Ordinary Shares”) and Class B ordinary shares (the “Class B Ordinary Shares” and collectively with the Class A Ordinary Shares, the “Ordinary Shares”), par value US$0.0000375 each, at any one time or multiple times during a period of up to two years of the date of the Meeting, at the exact consolidation ratio and effective time as the board of directors (the “Board”) may determine from time to time in its absolute discretion, provided that the accumulative consolidation ratio for all such share consolidations (altogether, the “Share Consolidations” and each, a “Share Consolidation”) shall not be more than 4000:1; (b) authorize the Board, at its absolute and sole discretion, to implement one or more Share Consolidations, and determine the exact consolidation ratio and effective date of each of such Share Consolidations during a period of two (2) years of the date of the Meeting; (c) authorize the Board to settle as the Board considers expedient any difficulty which arises in relation to the Share Consolidations so that no fractional shares be issued in connection with the Share Consolidations and all fractional shares resulting from the Share Consolidations will be rounded up to the whole number of shares; and (d) if and when deemed advisable by the Board in its sole discretion, to authorize any director or officer of the Company, for and on behalf of the Company, to do all such other acts and things and execute all such documents necessary or desirable to implement the Share Consolidations.   16,200,599    669    183 
Proposal Four:  As an ordinary resolution, to approve that with respect to the matters duly approved under these resolutions at the Meeting, (a) any one or more of directors of the Company be and is/are hereby authorized to do all such acts and things and execute all such documents, which are ancillary to the Share Capital Increase, the Adoption of the Amended and Restated Memorandum, the Share Consolidations, and other proposals under the foregoing resolutions, and of administrative nature, on behalf of the Company, including under seal where applicable, as he/she/they consider necessary, desirable or expedient to give effect to the foregoing resolutions; (b) the registered office service provider of the Company be and is hereby authorized and instructed to make the necessary filings with the Registrar of Companies of the Cayman Islands in respect of the foregoing resolutions; and (c) the Company’s share registrar and/or transfer agent be and is hereby instructed to update the register of members of the Company and that upon the surrender to the Company of the existing share certificates (if any) that they be cancelled and that any director or officer of the Company be instructed to prepare, sign, seal and deliver on behalf of the Company new share certificates accordingly (from (a) to (c), the “General Authorization”).   16,200,474    619    358 
Proposal Five  As an ordinary resolution, to adjourn the Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of all the resolutions contemplated by Proposal One, Proposal Two, Proposal Three and Proposal Four (the “Adjournment”).   16,200,570    563    318 

 

The Company’s Amended and Restated Memorandum and Articles of Association is filed as Exhibit 3.1 to this Current Report on Form 6-K.

 

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Exhibit Index

 

Exhibit No.   Description
3.1   Amended and Restated Memorandum of Association

 

2

 

 

SIGNATURES

 

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.

 

Date: July 10, 2026 Huachen AI Parking Management Technology Holding Co., Ltd,
   
  By: /s/ Bin Lu
  Name: Bin Lu
  Title: Chief Executive Officer

 

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Filing Exhibits & Attachments

1 document