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 February 2026
Commission File Number 001-39354
Quhuo Limited
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 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
INFORMATION CONTAINED IN THIS REPORT ON FORM
6-K
On February 11, 2026, Quhuo Limited (the “Company”)
entered into a securities purchase agreement (the “Purchase Agreement”) with several purchasers identified
on the signature page thereto, for the issuance and sale of an aggregate of 20,000,000 of the Company’s American Depositary Shares
(“ADS”), each representing 900 Class A ordinary shares with par value US$0.0001 per share of the Company, at a purchase price
of $0.494 per ADS in a registered direct offering (the “Transaction”).
The Transaction is expected to be closed on February
12, 2026. The gross proceeds from the offering, before deducting the offering expenses payable by the Company, are expected to be approximately
$9.88 million. The Company intends to use the net proceeds for working capital and general corporate purposes.
The Purchase Agreement contains customary representations,
warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company, other obligations
of the parties, and termination provisions.
The foregoing summary of the Purchase Agreement does not purport to be
complete and are subject to, and qualified in their entirety by, such documents filed as Exhibit 10.1 hereto and incorporated by reference
herein.
The ADSs are being offered by the Company pursuant
to a “shelf” registration statement on Form F-3 (File No. 333-273087) originally filed with the U.S. Securities and Exchange
Commission (the “SEC”) on June 30, 2023 and declared effective by the SEC on November 22, 2023. The ADSs to be issued in the
Transaction are being offered only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration
statement.
This Report shall not constitute an offer to sell
any securities or a solicitation of an offer to buy any securities, nor shall there be any sale of any securities in any state or jurisdiction
in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any
such state or jurisdiction.
The post-Transaction total number of outstanding
shares of the Company was 22,778,561,139, consisting of (i) 22,672,264,509 Class A ordinary shares of a par value of US$0.0001 each, (ii)
6,296,630 Class B ordinary shares of a par value of US$0.0001 each and (iii) 100,000,000 Class C ordinary shares of a par value of US$0.0001
each.
INCORPORATION BY REFERENCE
This Report on Form 6-K is incorporated by reference
into the registration statements 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.
FORWARD-LOOKING STATEMENTS
The information contained in this Report on
Form 6-K contains certain forward-looking statements within the meaning of the federal securities laws. Forward-looking
statements include statements containing words such as expect,” “anticipate,” “believe,”
“project,” “will” and similar expressions intended to identify forward-looking statements. These
forward-looking statements are based on the Company’s current expectations and involve risks and uncertainties. The
Company’s actual results and the timing of events could differ materially from those anticipated in such forward-looking
statements as a result of these risks and uncertainties, which include, without limitation, risks and uncertainties related to the
Company’s abilities to (1) manage its growth and expand its operations, (2) address any or all of the risks and challenges in
the future in light of its limited operating history and evolving business portfolios, (3) remain its competitive position in the
on-demand food delivery market or further diversify its solution offerings and customer portfolio, (4) maintain relationships with
major customers and to find replacement customers on commercially desirable terms or in a timely manner or at all, (5) maintain
relationship with existing industry customers or attract new customers, (6) attract, retain and manage workers on its platform, and
(7) maintain its market shares to competitors in existing markets and its success in expansion into new markets. Other risks and
uncertainties are included under the caption “Risk Factors” and elsewhere in the Company’s filings with the SEC,
including, without limitation, the Company’s latest annual report on Form 20-F. You are cautioned not to place undue reliance
on these forward-looking statements, which speak only as of the date of this current report on Form 6-K. All forward-looking
statements are qualified in their entirety by this cautionary statement, and the Company undertakes no obligation to revise or
update any forward-looking statements to reflect events or circumstances after the date hereof.
Exhibits
| Exhibit No. |
|
Description |
| 10.1 |
|
Form of Securities Purchase Agreement |
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.
| |
Quhuo Limited |
| |
|
| |
By: |
/s/ Leslie Yu |
| |
Name: |
Leslie Yu |
| |
Title: |
Chairman and Chief Executive Officer |
Date: February 11, 2026
