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 2026
Commission
File Number: 001-41658
Lucas
GC Limited
(Exact
name of registrant as specified in its charter)
Room
1109, 11/F, Tower A
Star
Plaza, No. 8 Wangjing Street
Chaoyang
District
Beijing
100102, 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.
INCORPORATION
BY REFERENCE
This
report on Form 6-K (the “Report”) and the attached Exhibits 99.1 and 99.2 are incorporated by reference into Lucas
GC Limited’s (the “Company”) registration statement on Form F-3 (SEC File No. 333-286651) and Form S-8 (SEC
File No. 333-283728), 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the extent not superseded by documents or reports subsequently filed or furnished by the Company under the Securities Act of 1933, as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.
EFFECTIVENESS
OF SHARE CAPITAL RESTRUCTURING AND AMENDED AND RESTATED M&AA
On
October 2, 2026, Lucas GC Limited (the “Company”) held an extraordinary general meeting (the “EGM”)
at which the shareholders approved, among others, (i) a series of share capital reduction, subdivision and increase (collectively, the
“Share Capital Restructuring”), upon completion of which the Company’s authorized share capital shall be changed
from (A) US$500,000 divided into 20,000,000 shares of US$0.025 each, comprising 19,800,000 Class A ordinary shares of a par value of
US$0.025 each and 200,000 Class B ordinary shares of a par value of US$0.025 each, to (B) US$500,000 divided into 50,000,000,000 ordinary
shares of a par value of US$0.00001 each, comprising 49,500,000,000 Class A ordinary shares of a par value of US$0.00001 each and 500,000,000
Class B ordinary shares of a par value of US$0.00001 each, (ii) the approval of an amendment to Article 35.4(a) of the Company’s
currently effective memorandum and articles of association, to delete the words “post, shall be deemed to have been served five
(5) calendar days after the time when the letter containing the same is posted” and replacing them with “post, shall be deemed
to have been served three (3) calendar days after the time when the letter containing the same is posted” (the “M&AA
Notice Amendment”) with immediate effect following the EGM, and (iii) the adoption of an amended and restated memorandum and
articles of association (the “Amended and Restated M&AA”), in substitution for, and to the exclusion of, the Company’s
currently effective memorandum and articles of association, to reflect, the Share Capital Restructuring and the M&AA Notice Amendment.
As a result, the Company has effected the Share Capital Restructuring and adopted the Amended and Restated M&AA, and
the Company anticipates that beginning with the opening of trading on October 7, 2026, the Share Capital Restructuring will be reflected
with the Nasdaq Capital Market and in the marketplace.
A
copy of the Company’s Amended and Restated M&AA is filed as Exhibit 3.1 to this Report.
EXHIBITS
INDEX
| Exhibit
No. |
|
Description |
| 3.1 |
|
Amended and Restated Memorandum and Articles of Association of Lucas GC Limited |
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:
October 6, 2026
| |
Lucas GC Limited |
| |
|
|
| |
By: |
/s/ Howard
Lee |
| |
Name: |
Howard Lee |
| |
Title: |
Chief Executive Officer and Chairman of the Board of
Directors |
