Pintec (PT) outlines private placement and ZIITECH PTY LTD share exchange in 6-K

Rhea-AI Filing Summary

Pintec Technology Holdings Limited submitted a 6-K that furnishes documents for a planned private placement and strategic share exchange. The company is arranging a private placement of Class A ordinary shares in connection with acquiring ordinary shares of ZIITECH PTY LTD. Related agreements attached include a form of share transfer agreement among Pintec, ZIITECH and certain ZIITECH shareholders, a form of share purchase agreement between Pintec and certain investors, and a shareholders’ agreement among ZIITECH, Pintec and certain ZIITECH shareholders. These exhibits outline the contractual framework for Pintec to issue equity and gain ownership in ZIITECH.

Insights

Cross-border M&A and capital markets analyst

Pintec is structuring a share-based deal to acquire an interest in ZIITECH alongside a private placement.

The filing shows Pintec Technology Holdings Limited using Class A ordinary shares as consideration in a share exchange with holders of ordinary shares of ZIITECH PTY LTD, while also entering into a separate share purchase agreement with certain investors. This points to a combined transaction where equity issuance supports both an ownership stake in ZIITECH and fresh capital from outside investors.

The inclusion of a shareholders’ agreement among Pintec, ZIITECH and certain ZIITECH shareholders indicates ongoing governance arrangements after completion, such as voting, information rights, or board representation, although specific terms are not detailed here. The overall impact will depend on the scale of equity issued and the strategic contribution of ZIITECH, which are addressed in the attached press release and agreements rather than this summary.

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 2025

Commission File Number: 001-38712

Pintec Technology Holdings Limited

4/F, Vanke Times Center,

Chaoyang Road, Chaoyang District, Beijing

The People’s Republic of 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 x          Form 40-F ¨

Exhibits

Exhibit No.		Description
99.1		Press Release – Pintec Announces Private Placement of Class A Ordinary Shares in Exchange of Ordinary Shares of ZIITECH PTY LTD
99.2		Form of Share Transfer Agreement between Pintec Technology Holdings Limited, ZIITECH PTY LTD and Certain Shareholders of ZIITECH PTY LTD
99.3		Form of Share Purchase Agreement between Pintec Technology Holdings Limited and Certain Investors
99.4		Form of Shareholders’ Agreement between ZIITECH PTY LTD, Pintec Technology Holdings Limited, and Certain Shareholders of ZIITECH PTY LTD

Signature

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.

	Pintec Technology Holdings Limited
	By:	/s/ Xin Yang
		Name:	Xin Yang
		Title:	Chief Financial Officer

Date: September 5, 2025

FAQ

What did Pintec Technology Holdings Limited (PT) disclose in this 6-K?

Pintec furnished a 6-K that provides exhibits related to a private placement of its Class A ordinary shares and a share exchange to acquire ordinary shares of ZIITECH PTY LTD, along with the key transaction agreements.

What is the purpose of Pintec’s private placement mentioned in the 6-K?

The private placement involves issuing Pintec Class A ordinary shares in connection with exchanging for ordinary shares of ZIITECH PTY LTD and related investment arrangements with certain investors, as described in the attached press release and agreements.

Which key agreements are attached to the Pintec (PT) 6-K as exhibits?

The 6-K includes a press release, a form of share transfer agreement among Pintec, ZIITECH PTY LTD and certain ZIITECH shareholders, a form of share purchase agreement between Pintec and certain investors, and a shareholders’ agreement among ZIITECH, Pintec and certain ZIITECH shareholders.

How is Pintec acquiring an interest in ZIITECH PTY LTD?

According to the exhibit descriptions, Pintec plans to acquire ordinary shares of ZIITECH PTY LTD through a share transfer agreement in which Pintec issues its Class A ordinary shares in exchange for ZIITECH ordinary shares.

Does the Pintec (PT) 6-K describe new governance arrangements with ZIITECH?

Yes. A shareholders’ agreement among ZIITECH PTY LTD, Pintec and certain ZIITECH shareholders is included as an exhibit, indicating that governance and shareholder relationship terms will apply after the transaction.

Where can investors find detailed terms of Pintec’s private placement and ZIITECH share exchange?

Detailed terms are contained in the exhibits to the 6-K, including the press release and the forms of share transfer, share purchase, and shareholders’ agreements between Pintec, ZIITECH PTY LTD, and certain shareholders and investors.