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 September 2026
Commission
File Number: 001-42683
Julong
Holding Limited
(Translation
of registrant’s name into English)
Room
2009, Building A, Times Fortune World
No.1
Hangfeng Road, Fengtai District
Beijing,
China 100070
(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.
INCORPORATION
BY REFERENCE
This
current report on Form 6-K (the “Report”) and the attached Exhibits 4.1 and 10.1 are hereby incorporated by reference
in the registration statement of Julong Holding Limited (the “Company”) on Form F-3 (File No. 333-297664), as amended,
and into each prospectus and prospectus supplement under the foregoing registration statements, to the extent not superseded by documents
or reports subsequently filed or furnished by the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act
of 1934, as amended.
PRIVATE
PLACEMENT
On
September 28, 2026, Julong Holding Limited (the “Company”) entered into a securities purchase agreement (the
“Securities Purchase Agreement”) with certain investors named therein in relation to the issuance and sale of (i)
750,000 Class A ordinary shares (“Class A Ordinary Shares”), par value US$0.0001 per share, of the Company (the “Initial
Shares”), at a purchase price of US$0.300 per share, and (ii) 2,250,000 pre-funded warrants to purchase up to an aggregate
of 2,250,000 Class A Ordinary Shares (the “Pre-Funded Warrants,” and each, a “Pre-Funded Warrant,”
together with the Initial Shares, the “Securities”), at a purchase price of US$0.299 per pre-funded warrant, in a
private placement (the “Private Placement”), for gross proceeds of US$897,750.
The
Pre-Funded Warrants have an exercise price of US$0.001 per share and are immediately exercisable and may be exercised at any time until
exercised in full.
The
Private Placement is expected to close on or about September 29, 2026, subject to satisfaction or waiver of the conditions precedent
set forth in the Securities Purchase Agreement. Net proceeds from the Private Placement, after deducting offering expenses payable by
the Company, are approximately US$828,000. The Company expects to use such proceeds from the Private Placement for general corporate
purposes.
The
Private Placement is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”),
pursuant to the exemption for transactions by an issuer not involving any public offering under Section 4(a)(2) of the Securities Act
and Rule 506 of Regulation D of the Securities Act (“Regulation D”) and in reliance on similar exemptions under applicable
state laws. The Purchasers represented that they were accredited investors within the meaning of Rule 501(a) of Regulation D and were
acquiring the Securities for investment only and with no present intention of distributing any of such Securities or any arrangement
or understanding regarding the distribution thereof. The Securities were offered in the Private Placement without any general solicitation
by the Company or its representatives. The Initial Shares, Pre-Funded Warrants and Class A Ordinary Shares issuable upon the exercise
of the Pre-Funded Warrants, have not been registered under the Securities Act or any state securities law and may not be offered or sold
in the United States absent registration with the U.S. Securities and Exchange Commission or an applicable exemption from the registration
requirements. Neither this Report, nor the exhibits attached hereto, constitutes an offer to sell any securities or a solicitation of
an offer to buy any securities, nor shall there be any sale of any securities in any state or jurisdiction in which such an offer, solicitation
or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
The
foregoing description of the Securities Purchase Agreement and the Pre-Funded Warrants does not purport to describe all terms and conditions
thereof and is qualified in its entirety by reference to the form of the Securities Purchase Agreement and Pre-Funded Warrants which
are filed as Exhibits 10.1 and 4.1 hereto, respectively, and are incorporated herein by reference.
The
full text of the press release announcing the Private Placement is also attached as Exhibit 99.1 hereto and is incorporated herein by
reference.
Exhibits
Index
| Exhibit
No. |
|
Description |
| 4.1 |
|
Form of Pre-Funded Warrant |
| 10.1 |
|
Form
of Securities Purchase Agreement dated as of September 28, 2026, by and among the Company and certain investors signatory
thereto |
| 99.1 |
|
Press Release – Julong Holding Limited Announces Private Placement |
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.
| |
Julong
Holding Limited |
| |
|
|
| |
By: |
/s/
Jiaqi Hu |
| |
Name: |
Jiaqi Hu |
| |
Title: |
Chairman
of the Board of Directors
Chief
Executive Officer |
Dated:
September 28, 2026
Exhibit
99.1
Julong
Holding Limited Announces Private Placement
BEIJING,
September 28, 2026 – Julong Holding Limited (“Julong” or the “Company”) (Nasdaq: JLHL), a growth-oriented
provider of intelligent integrated solutions, today announced that, on September 28, 2026, it entered into a securities purchase
agreement (the “Securities Purchase Agreement”) with certain investors for a private placement (the “Private Placement”)
of the Company’s securities.
Under
the terms of the Securities Purchase Agreement, the Company agreed to issue and sell (i) 750,000 Class A ordinary shares (the “Class
A Ordinary Shares”), par value US$0.0001 per share, of the Company (the “Initial Shares”), at a purchase price of US$0.300
per share, and (ii) 2,250,000 pre-funded warrants to purchase up to an aggregate of 2,250,000 Class A Ordinary Shares (the “Pre-Funded
Warrants,” together with the Initial Shares, the “Securities”), at a purchase price of US$0.299 per pre-funded warrant.
The Pre-Funded Warrants have an exercise price of US$0.001 per share, are immediately exercisable, and may be exercised at any time until
exercised in full. The aggregate gross proceeds of the Private Placement are US$897,750.
The
Private Placement is expected to close on or about September 29, 2026, subject to satisfaction or waiver of the conditions precedent
set forth in the Securities Purchase Agreement.
Net proceeds from the Private Placement, after deducting offering expenses, are approximately US$828,000. The Company intends to use
such proceeds for general corporate purposes. The Company’s management retains discretion over the use and timing of the proceeds.
The
Securities offered in this Private Placement have not been registered under the Securities Act of 1933, as amended (the “Securities
Act”), or any applicable state securities laws, and may not be offered or sold in the United States absent registration or an applicable
exemption from registration requirements. The investors represented that they were accredited investors within the meaning of Rule 501(a)
of Regulation D of the Securities Act and were acquiring the Securities for investment only and with no present intention of distributing
any of such Securities or any arrangement or understanding regarding the distribution thereof. Additional details regarding the Private
Placement are set forth in the Company’s Current Report on Form 6-K filed with the U.S. Securities and Exchange Commission.
This
press release does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale
of any securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such state or jurisdiction.
About
Julong
Founded
in 1997, Julong is a growth-oriented professional provider of intelligent integrated solutions to public utilities, commercial properties,
and multifamily residential properties operating at scale in China. The Company’s comprehensive suite of intelligent integrated
solutions includes systems for intelligent security, fire protection, parking, toll collection, broadcasting, identification, data room,
emergency command, and city management. Since its inception, Julong has focused on the successful and on-time execution of complex projects,
through its “deliveries before deadline” and “customers first” initiatives. As Julong continues to cross-sell
its service and solution offerings and advance its purpose-built technologies, the Company is well-positioned to achieve economies of
scale and capture future opportunities.
For
more information, please visit: ir.julongzx.com.
Forward-Looking
Statements
This
press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements can be identified by terminology
such as “will,” “would,” “may,” “expects,” “anticipates,” “aims,”
“future,” “continues,” “could,” “should,” “target,” “intends,”
“plans,” “believes,” “estimates,” “likely to” and similar statements, and include, but
are not limited to, statements regarding the expected closing of the Private Placement and the use of proceeds therefrom. Forward-looking
statements involve inherent risks and uncertainties. Actual results may differ materially from those indicated by such forward-looking
statements as a result of various important factors, including the risk that the Private Placement may not close on the anticipated timeline
or at all, and other factors discussed under “Risk Factors” in the Company’s most recent Annual Report on Form 20-F
and other filings with the U.S. Securities and Exchange Commission. All information provided in this press release is as of the date
of this press release, and the Company does not undertake any obligation to update any forward-looking statement, except as required
under applicable law.
For
investor and media inquiries, please contact:
In
China:
Investor
Relations:
Email:
ir@julongzx.com
Piacente
Financial Communications
Jenny
Cai
Tel:
+86 (10) 6508-0677
Email:
julong@thepiacentegroup.com
In
the United States:
Piacente
Financial Communications
Brandi
Piacente
Tel:
+1-212-481-2050
Email:
julong@thepiacentegroup.com
