UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 September 2026
Commission File Number 001-38813
Maase Inc.
Building 48, Zhixin Manufacturing Valley Industrial
Park
No. 52 Yangzhou Road, Economic Development Zone
Laixi, Qingdao, Shandong Province, People’s
Republic of China
Tel: +86-532-66030885
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 ☐
Entry into a Securities Purchase Agreement
On September 23, 2026, Maase Inc. (the “Company”)
entered into a securities purchase agreement (the “Securities Purchase Agreement”) with certain investor (the “Purchaser”)
for a private placement offering of 3,878,856 Class A ordinary shares of the Company, par value US$0.09 per share (the “Placement
Shares”), at the subscription price of US$12.89 per Placement Share, for gross proceeds of approximately US$50 million (the “Private
Placement”).
Subject to the exceptions set forth in the Securities
Purchase Agreement, the Placement Shares will be subject to lock-up for a period of 36 months following the closing date of the Private
Placement.
The Private Placement is expected to close in
October 2026, subject to the satisfaction or waiver of the closing conditions set forth in the Securities Purchase Agreement. The Company
intends to use the proceeds from the Private Placement to expand its Star Distributed Intelligent Computing Centers project, advance the
research, development and commercialization of its proprietary Lingyanmiaoyu mixture-of-experts large language models, and fund working
capital and other general corporate purposes.
The foregoing description of the Securities Purchase
Agreement does not purport to describe all of the terms and conditions thereof and is qualified in its entirety by reference to the form
of Securities Purchase Agreement, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
In connection with the Private Placement, the
Company issued a press release on September 23, 2026, which is filed as Exhibit 99.1 to this Current Report on Form 6-K.
Incorporation by Reference
The contents of
this Form 6-K are hereby incorporated by reference into (i) the Company’s registration statement on Form S-8 (File
No. 333-277814) filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 11, 2024, and (ii) the Company’s
registration statement on Form F-3 (File No. 333-298147) that was initially filed with the SEC on August 7, 2026 and declared effective
by the SEC on August 21, 2026.
EXHIBIT INDEX
| Exhibit No. |
|
Description |
| 10.1 |
|
Form of Share Purchase Agreement dated September 23, 2026 between Maase Inc. and the Purchaser |
| 99.1 |
|
Press Release - Maase Inc. Announces $50 Million PIPE Financing to Accelerate Deployment of Star Distributed Intelligent Computing Centers and Commercialization of Lingyanmiaoyu Large Language Model |
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.
| |
Maase Inc. |
| |
|
|
| Date: September 23, 2026 |
By: |
/s/ Zhou Min |
| |
|
Name: |
Zhou Min |
| |
|
Title: |
Vice-Chairperson of the Board,
Chief Executive Officer |
Exhibit 99.1
Maase Inc. Announces $50 Million PIPE Financing
to Accelerate Deployment of Star Distributed Intelligent Computing Centers and Commercialization of Lingyanmiaoyu Large Language Model
QINGDAO, China, September 23, 2026 -- Maase
Inc. (NASDAQ: MAAS) (“MAAS” or the “Company”), an artificial intelligence (“AI”)-centric full-scene
digital systems provider and operator, today announced that it has entered into a securities purchase agreement (the “Agreement”)
with certain investor. Pursuant to the Agreement, the Company intends to issue 3,878,856 Class A ordinary shares, par value $0.09 per
share, in a private investment in public equity (“PIPE”) financing for expected gross proceeds of approximately $50.0 million.
The PIPE financing is priced at US$12.89 per share.
The investor in the PIPE financing, is a financial
investment institution with a focus on AI infrastructure. Under the Agreement, the Class A ordinary shares to be issued to the investor
in the PIPE financing will be subject to a 36-month lock-up. The closing of the PIPE financing remains subject to customary closing conditions
and is expected to occur in October 2026.
The gross proceeds from the US$50 million PIPE financing will be primarily
allocated to the following two strategic priorities, with the remaining proceeds used as working capital for market expansion, recruitment
of core R&D talent, and delivery of the Company’s existing AI computing and enterprise AI solutions projects:
1. Expansion of Star Distributed
Intelligent Computing Centers: The proceeds are expected to be used for the procurement, deployment and technological iteration
of containerized modular edge computing nodes, upgrades in unified computing capacity scheduling platform, and supporting green
energy and energy storage integration projects. These investments are expected to support the fulfillment of the Company’s
existing computing services contracts and enable it to serve additional enterprise AI computing demands.
2. Research, Development and Commercialization
of the Lingyanmiaoyu ( referred to as “Lingyan” ) Mixture-of-Experts (“MoE”) Large
Language Model: The Company plans to invest in enhancing AI security and privacy-preserving computing capabilities; iterating enterprise
private-deployment versions; continuously optimizing the consumer-facing access portal; and establishing datasets and an AI security laboratory
to support the expansion of AI token services and customized large language model projects.
Dr. Zhifeng Li, Chief Technology Officer of MAAS,
commented, “MAAS is committed to building a differentiated, integrated AI + energy platform. This PIPE financing reflects the investor’s
recognition of the Company’s strategic direction and business growth prospects. The proceeds will be used to accelerate the scaled
deployment of Star distributed computing nodes, advance the research and development of the Lingyan security-focused large language
model, and support the continued delivery and fulfillment of existing enterprise customer projects. This PIPE financing continues the
Company’s disciplined approach to capital allocation: maintaining prudent capital allocation and financing discipline while supporting
business growth, introducing long-term capital aligned with the Company’s strategic vision, and supporting the next stage of growth.”
About MAAS
Maase Inc. (NASDAQ: MAAS) is an integrated provider and operator of
an artificial intelligence (“AI”)-centric full-scene digital systems. Our businesses focus on areas of flexible energy deployment
and intelligent commercial network operation, and provide closed-loop solutions from computing infrastructure, smart hardware and full-scene
services, aiming to achieve large-scale implementation of AI technologies across industries. Powered by our dual engines of intelligent
technology and ecosystem integration, through strategic industry consolidation and continuous improvement in operations, our mission
is to build up an open and collaborative industrial ecosystem and provide our customers with efficient, reliable and sustainable intelligent
products and solutions. We will continuously explore and consolidate high-quality technological and commercial resources globally and
explore industrial application scenarios of AI technologies. For more information, please visit: https://ir.maaseai.com/.
Forward-Looking Statements
This announcement contains forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,”
“expects,” “anticipates,” “future,” “intends,” “plans,” “believes,”
“estimates,” and similar statements. Among other things, statements regarding the Company’s strategies, business plans,
future business development and prospects are forward-looking statements. Such statements are subject to risks and uncertainties that
could cause actual results to differ materially from those expressed or implied by such statements, including, but not limited to, the
closing conditions under the Agreement will be satisfied or waived; whether and when the PIPE financing will be consummated; whether
the Company will receive the anticipated proceeds from the PIPE financing; and whether the use of such proceeds will achieve the Company’s
anticipated objectives and benefits; the Company’s goals and strategies; its future business development; the demand for and acceptance
of its products and services; technological changes; the economic environment; its reputation and brand; the effects of competition and
pricing; governmental regulation; and general economic and business conditions in the domestic and international markets in which the
Company operates, as well as assumptions underlying or related to any of the foregoing risks and other risks disclosed in the Company’s
filings with the U.S. Securities and Exchange Commission (“SEC”). Investors should not place undue reliance on these forward-looking
statements. 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. Further information regarding these
and other risks is included in the Company’s filings with the SEC, which are available for review at www.sec.gov.
Investor Relations Contact
For more information, please contact:
Investor Relations
Phone: +86-532-66030885
Email: ir@maaseai.com
Website: https://ir.maaseai.com/
