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 May 2026
Commission File Number 001-42528
LZ TECHNOLOGY HOLDINGS LIMITED
(Translation of registrant’s name into English)
Unit 311, Floor 3, No. 5999 Wuxing Avenue, Zhili
Town, Wuxing District
Huzhou City, Zhejiang Province, People’s
Republic of China 313000
(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
☐
On May 6, 2026, LZ Technology Holdings Limited
(the “Company”) held (i) a separate meeting of the holders of Class B ordinary shares of a par value of US$0.000025 each (the
“Class B Ordinary Shares”) of the Company (the “Class B Meeting”), and (ii) an extraordinary general meeting of
all shareholders (the “Extraordinary Meeting”) immediately following the Class B Meeting, at 10:00 a.m., New York time, at
29th Floor, Wenguang Building, Haicang District, Xiamen City, Fujian Province 361026, People’s Republic of China, pursuant to notice
duly given.
Shareholders of the Company’s Class A ordinary
shares, par value US$0.000025 per share (the “Class A Ordinary Shares”), and Class B Ordinary Shares, as of 5:00 p.m. New
York time on April 24, 2026 (the “Record Date”), were entitled to receive notice of and vote at the Class B Meeting and the
Extraordinary Meeting or any adjournment or postponement thereof. Each Class A Ordinary Share is entitled to ten (10) votes, and each
Class B Ordinary Share is entitled to one (1) vote. As of the Record Date, there were 22,500,000 Class A Ordinary Shares and 157,070,000
Class B Ordinary Shares issued and outstanding. A total of 122,463,821.44 Class B Ordinary Shares (representing 77.97% of the voting power
of the issued Class B Ordinary Shares), constituting a quorum, were present in person or by valid proxies at the Class B Meeting. A total
of 22,500,000 Class A Ordinary Shares and a total of 122,552,156.95 Class B Ordinary Shares, (representing 90.97% of the voting power
of issued Class A Ordinary Shares and Class B Ordinary Shares), constituting a quorum, were present in person or by valid proxies at the
Extraordinary Meeting.
Results of the Class B Meeting
The holders of Class B Ordinary Shares voted on
one proposal at the Class B Meeting. The proposal was described in detail in the Company’s notice and proxy statement dated April
24, 2026, the relevant portions of which are incorporated herein by reference. At the Class B Meeting, the holders of Class B Ordinary
Shares adopted the following resolution as a special resolution:
| (1) | With
immediate effect, the voting rights attached to each Class A Ordinary Share be increased from ten (10) votes per share to three hundred
(300) votes per share on all matters subject to vote at general meetings of the Company (the “Increase of Voting Rights of Class
A Ordinary Shares”), pursuant to and conditioned upon the adoption of the Third Amended and Restated Memorandum and Articles of
Association of the Company. |
The votes regarding this proposal
were as follows:
| Votes For | |
Votes Against | |
Abstentions |
| 105,231,386.69 (85.93%) | |
17,219,434.75 (14.06%) | |
13,000.00 (0.01%) |
Results of the Extraordinary Meeting
The shareholders voted on seven proposals at the
Extraordinary Meeting. The proposals were described in detail in the Company’s notice and proxy statement dated April 24, 2026,
the relevant portions of which are incorporated herein by reference. At the Extraordinary Meeting, the shareholders adopted the following
resolutions:
| (1) | By
a special resolution, subject to the approval by the holders of the Class B Ordinary Shares of the corresponding proposal at the Class
B Meeting, to approve that, with immediate effect, the voting rights attached to each Class A Ordinary Share be increased from ten (10)
votes per share to three hundred (300) votes per share on all matters subject to vote at general meetings of the Company (the “Increase
of Voting Rights of Class A Ordinary Shares”), pursuant to and conditioned upon the adoption of the Third Amended and Restated
Memorandum and Articles of Association of the Company. |
The votes regarding this proposal
were as follows:
| Votes For | |
Votes Against | |
Abstentions |
| 330,326,200.19 (95.04%) | |
17,215,356.75 (4.95%) | |
10,000.00 (0.00%) |
| (2) | By
an ordinary resolution, to approve a change of the Company’s authorised share capital from US$50,000.00 divided into 2,000,000,000
shares of a nominal or par value of US$0.000025 each, comprising of (i) 80,000,000 Class A Ordinary Shares of a nominal or par value
of US$0.000025 each, (ii) 1,880,000,000 Class B Ordinary Shares of a nominal or par value of US$0.000025 each, and (iii) 40,000,000 shares
with a nominal or par value of US$0.000025 each of such class or classes (however designated) as the Board may determine; to US$2,000,000.00
divided into 80,000,000,000 shares of a nominal or par value of US$0.000025 each, comprising of (i) 3,200,000,000 Class A Ordinary Shares
of a nominal or par value of US$0.000025 each, (ii) 75,200,000,000 Class B Ordinary Shares of a nominal or par value of US$0.000025 each,
and (iii) 1,600,000,000 shares with a nominal or par value of US$0.000025 each of such class or classes (however designated) as the Board
may determine (the “Share Capital Change”). |
The votes regarding this proposal
were as follows:
| Votes For | |
Votes Against | |
Abstentions |
| 330,317,636.10 (95.04%) | |
17,224,520.85 (4.96%) | |
10,000.00 (0.00%) |
| (3) | By
an ordinary resolution to (i) approve a share consolidation whereby every issued and unissued ordinary share of a par value of US$0.000025
each of the Company be consolidated at a ratio of 20 to 1 with immediate effect; (ii) approve, and authorize the Company, where the number
of issued consolidated shares of any class held by any shareholder after and as a result of the Share Consolidation is not a whole number,
to issue to that shareholder an additional fraction of one consolidated share of the same class (credited as fully paid by way of capitalization
out of the share premium of the Company) which shall result in the number of consolidated shares of such class which are held by such
shareholder being rounded up to the next whole number of consolidated shares of such class (the “First Share Consolidation”);
and (iii) as a result of the First Share Consolidation, the Company’s authorised share capital be changed to US$2,000,000.00 divided
into 4,000,000,000 shares of a nominal or par value of US$0.0005 each, comprising of (i) 160,000,000 Class A Ordinary Shares of a nominal
or par value of US$0.0005 each, (ii) 3,760,000,000 Class B Ordinary Shares of a nominal or par value of US$0.0005 each, and (iii) 80,000,000
shares with a nominal or par value of US$0.0005 each of such class or classes (however designated) as the Board may determine. |
The votes regarding this proposal
were as follows:
| Votes For | |
Votes Against | |
Abstentions |
| 344,507,927.10 (99.12%) | |
3,033,047.85 (0.87%) | |
10,582.00 (0.00%) |
| (4) | By
a special resolution, subject to approval by the shareholders of Proposals 1, 2 and 3, and entirely conditional upon the effectiveness
of the Increase of Voting Rights of Class A Ordinary Shares, the Share Capital Change and the First Share Consolidation, the second amended
and restated memorandum and articles of association of the Company currently in effect be amended and restated by their deletion in their
entirety and the substitution in their place with the third amended and restated memorandum and articles of association to reflect the
Increase of Voting Rights of Class A Ordinary Shares, the Share Capital Change and the First Share Consolidation, with immediate effect
(the “Adoption of the Third A&R M&A”). |
The votes regarding this proposal
were as follows:
| Votes For | |
Votes Against | |
Abstentions |
| 344,497,676.10 (99.12%) | |
3,043,773.85 (0.88%) | |
10,107.00 (0.00%) |
| (5) | By
an ordinary resolution, to (i) implement a new round of share consolidations of the Company’s issued and unissued shares, par value
US$0.0005 each, at any one time or multiple times during a period of up to three (3) years of the date of the Extraordinary Meeting,
at the exact consolidation ratio and effective time as 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 5000:1; (ii) 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 three (3) years of the date of the Extraordinary Meeting; (iii) 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 (iv) 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. |
The votes regarding this proposal
were as follows:
| Votes For | |
Votes Against | |
Abstentions |
| 344,508,163.10 (99.12%) | |
3,032,014.85 (0.87%) | |
11,379.00 (0.00%) |
| (6) | By
a special resolution, subject to approval by the shareholders of Proposal 5, and entirely conditional upon the implementation of a Share
Consolidation with the exact consolidation ratio and the effective date of such Share Consolidation as determined by the Board, the Company
adopt an amended and restated memorandum and articles of association in substitution for and to the exclusion of, the memorandum and
articles of association of the Company in effect immediately prior to the implementation of such Share Consolidation, to solely reflect
such Share Consolidation, so long as it is implemented within three (3) years after the conclusion of the Extraordinary Meeting (the
“Adoption of New M&A upon Each Share Consolidation”). |
The votes regarding this proposal
were as follows:
| Votes For | |
Votes Against | |
Abstentions |
| 344,503,872.10 (99.12%) | |
3,035,820.75 (0.87%) | |
11,864.10 (0.00%) |
| (7) | By
an ordinary resolution, to approve that with respect to the matters duly approved under these resolutions at the Extraordinary Meeting,
(i) any one or more of directors of the Company be and is/are hereby authorised to do all such acts and things and execute all such documents,
which are ancillary to the Increase of Voting Rights of Class A Ordinary Shares, the Share Capital Change, the First Share Consolidation,
Adoption of the Third A&R M&A, the Share Consolidations, Adoption of New M&A upon Each Share Consolidation 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; (ii) the registered office service provider of
the Company be and is hereby authorised and instructed to make the necessary filings with the Registrar of Companies of the Cayman Islands
in respect of the foregoing resolutions; and (iii) 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 instructed to prepare, sign, seal and deliver on behalf of the
Company new share certificates accordingly. |
The votes regarding this proposal
were as follows:
| Votes For | |
Votes Against | |
Abstentions |
| 344,401,277.10 (99.09%) | |
3,038,275.75 (0.87%) | |
112,004.10 (0.03%) |
This Form 6-K is hereby incorporated by reference
into the registration statements of the Company on Form S-8 ((File No. 333-286019 and File No. 333-292252) and shall be a part thereof
from the date on which this Form 6-K is furnished, 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.
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: May 6, 2026 |
LZ TECHNOLOGY HOLDINGS LIMITED |
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By: |
/s/ Runzhe Zhang |
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Runzhe Zhang |
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|
Chief Executive Officer |
