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 August 2025
Commission File Number 001- 39354
Quhuo Limited
(Exact name of registrant as specified in its
charter)
3F, Building A, Xin’anmen, No. 1
South Bank
Huihe South Street, Chaoyang District
Beijing, People’s Republic of China
(+86-10) 5923 6208
(Address of principal executive office)
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 ¨
INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K
ATM Offering Program
On
August 26, 2025, Quhuo Limited (the “Company”) entered into a Sales Agreement (the “ATM Agreement”)
with AC Sunshine Securities LLC (the “Sales Agent”), acting as the Company’s sales agent, pursuant to which the
Company may offer and sell, from time to time, to or through the Sales Agent, up to $50,000,000 of the Company’s American Depositary
Shares (the “Shares”), each representing nine hundred (900) Class A ordinary shares, $0.0001 par value per share,
of the Company.
Under
the ATM Agreement, the Shares will be offered and sold pursuant to a base prospectus, dated November 22, 2023 and a prospectus supplement,
dated August 26, 2025, that forms a part of the Company’s shelf registration statement on Form F-3, as amended (File
No. 333-273087) (the “Registration Statement”), which Registration Statement was declared effective by the Securities
and Exchange Commission on November 22, 2023.
The
Company is not obliged to sell any Shares under the ATM Agreement, and the Sales Agent is not under any obligation to purchase any Shares
on a principal basis pursuant to the Agreement, except as otherwise agreed by the Sales Agent and the Company in writing pursuant to
a separate agreement setting forth the terms of such sale. Subject to the terms and conditions of the ATM Agreement, the Sales Agent
will use commercially reasonable efforts consistent with its normal trading and sales practices, applicable state and federal laws, rules and
regulations and the rules of The Nasdaq Stock Market LLC to sell Shares from time to time based upon the Company’s instructions,
including any price, time or size limits specified by the Company. Upon delivery of a sales notice, and subject to the Company’s
instructions in that notice, and the terms and conditions of the ATM Agreement generally, the Sales Agent may sell Shares by any method
permitted by law that is deemed to be an “at the market offering” as defined by Rule 415(a)(4) promulgated under
the Securities Act of 1933, as amended (the “Securities Act”). The Company will pay the Sales Agent a commission of
three percent (3.0%) of the aggregate gross proceeds from each sale of the Shares and has agreed to provide the Sales Agent with customary
indemnification and contribution rights. The Company has also agreed to reimburse the Sales Agent for certain specified expenses of up
to $90,000 in the aggregate.
The
foregoing summary of the ATM Agreement does not purport to be complete and is qualified in its entirety by reference to the full text
of the ATM Agreement, a copy of which is attached as an exhibit to this Form 6-K and incorporated by reference herein. A copy of
the opinion of Maples and Calder (Hong Kong) LLP, as Cayman Islands counsel to the Company, regarding the legality of the issuance and
allotment of the Class A Ordinary Shares underlying the Shares under the ATM Agreement is attached hereto as Exhibit 5.1 and
is incorporated by reference herein.
This
Form 6-K shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of Shares 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.
INCORPORATION BY REFERENCE
This Report on Form 6-K,
including all the exhibits hereto, is incorporated by reference into the registration statements on Form S-8 (File No. 333-248884)
and Form F-3, as amended (File No. 333-273087 and File No. 333-281997) of the Company and shall be a part thereof from
the date on which this Report on Form 6-K is furnished, to the extent not superseded by documents or reports subsequently filed or
furnished.
EXHIBIT INDEX
| Exhibit No. |
|
Description |
| 5.1 |
|
Opinion of Maples and Calder (Hong Kong) LLP, Cayman
Islands counsel to the Company |
| 10.1 |
|
Sales Agreement, dated August 26, 2025, by and
between the Company and the Sales Agent |
| 23.1 |
|
Consent of Maples and Calder (Hong Kong) LLP, Cayman
Islands counsel to the Company (included in Exhibit 5.1) |
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 hereunto
duly authorized.
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Quhuo Limited |
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| Date: |
August 26, 2025 |
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By: |
/s/ Leslie Yu |
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Name: |
Leslie Yu |
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Title: |
Chairman and Chief Executive Officer |
