Quhuo Ltd SEC Filings

Quhuo Limited entered into a securities purchase agreement for a registered direct offering of 20,000,000 American Depositary Shares at $0.494 per ADS. Each ADS represents 900 Class A ordinary shares. The transaction is expected to close on February 12, 2026, with gross proceeds of approximately $9.88 million.

The company plans to use the net proceeds for working capital and general corporate purposes. After the transaction, total shares outstanding were 22,778,561,139, including 22,672,264,509 Class A shares, 6,296,630 Class B shares, and 100,000,000 Class C shares.

Quhuo Limited reports a board change that leaves its audit committee with two members after the previously disclosed resignation of director Jing Zhou. The committee now consists of Jie Jiao and Jingchuan Li, both determined by the board to meet Nasdaq and Rule 10A-3 independence standards, with Ms. Jiao qualifying as an audit committee financial expert.

To address the reduced size, Quhuo plans to rely on a home country practice exemption and follow Cayman Islands practice instead of Nasdaq’s requirement for at least three independent audit committee members. As a result, the company will maintain a two-member independent audit committee while remaining within applicable listing and regulatory frameworks.

Quhuo Limited reported changes to its board and director arrangements. On January 21, 2026, director Jing Zhou resigned from the board and from the audit, compensation and nomination committees, effective immediately, for personal reasons and not due to any disagreement with the company.

The company also entered into new independent director agreements with its independent directors Jingchuan Li and Jie Jiao, mainly to formally document their service terms and establish fixed terms. Each agreement runs until July 8, 2026, unless ended earlier under the agreements or the company’s memorandum and articles. The independent directors keep the same annual compensation and remain eligible to participate in the company’s share incentive plan. The Form 6-K, including the form of agreement, is incorporated by reference into Quhuo’s Form F-3 registration statements with file numbers 333-273087 and 333-281997.

Quhuo Limited reported that on January 14, 2026 it issued 990,000,000 Class A ordinary shares, each with a par value of US$0.0001, to certain employees under its 2025 Share Incentive Plan. These shares were issued in a private, unregistered transaction relying on the Section 4(a)(2) exemption from the U.S. Securities Act, meaning they were not sold in a public offering. The company also states that this report is incorporated by reference into its existing Form F-3 shelf registration statements, so the information about this share issuance is now formally included in those offerings.

Quhuo Limited reported results of its extraordinary general meeting. Shareholders approved multiple proposals, including adopting the Fourth Amended and Restated Memorandum and Articles of Association, which became effective on the meeting date and was filed in the Cayman Islands.

Following approval of Proposal 4, the company issued 100,000,000 Class C Ordinary Shares to LESYU Investments Limited at par value for total consideration of US$10,000 pursuant to Regulation S. Immediately after this issuance, Mr. Leslie Yu beneficially owned 6,296,630 Class B Ordinary Shares and 100,000,000 Class C Ordinary Shares, representing 98.06% of the company’s total voting power. As context, there were 896,950,139 ordinary shares outstanding as of September 5, 2025, the EGM record date.

Quhuo Limited, a foreign private issuer, submitted a Form 6-K to provide materials for an upcoming extraordinary general meeting of shareholders. The meeting is scheduled for October 8, 2025, Beijing Time. The filing makes available the notice of the meeting, a form of proxy for shareholders, and a voting instruction card for holders of American Depositary Receipts, so investors know how to participate and vote.

The Form 6-K also states that it, including all attached exhibits, is incorporated by reference into Quhuo Limited’s existing registration statements on Form S-8 and Form F-3, meaning these meeting materials are now legally part of those registration documents.

Quhuo Limited is calling an extraordinary general meeting of shareholders and has formally notified investors of the key logistics. The company will hold the meeting on October 8, 2025 at 10:00 a.m. Beijing time, which corresponds to October 7, 2025 at 10:00 p.m. Eastern Time. Shareholders of record at the close of business on September 5, 2025 will be entitled to vote. A press release outlining the meeting details and proposals to be submitted for approval has been issued and is attached as an exhibit.

Quhuo Limited reports that its board of directors approved a re-designation of share classes. On August 27, 2025, the board re-designated 1,993,703,370 authorized but unissued shares, each with a par value of US$0.0001, into 1,993,703,370 authorized but unissued Class A ordinary shares with the same par value. This change took effect immediately on the approval date and is expected to be filed with the Cayman Islands Registrar of Companies within 30 days.

After this re-designation, the company’s authorized share capital became US$500,000, divided into 5,000,000,000 shares, consisting of 4,993,703,370 Class A ordinary shares and 6,296,630 Class B ordinary shares, each with a par value of US$0.0001.