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.
Quhuo Limited filed a prospectus supplement for an "at the market" offering to sell up to $50,000,000 of its American Depositary Shares (ADSs) through AC Sunshine Securities. Effective August 25, 2025, each ADS represents 900 Class A ordinary shares (previously 10). The company reported approximately 989,615 ADSs outstanding and an aggregate market value held by non-affiliates of about $152.26 million based on a $154.8 per-ADS high in the last 60 days. As of June 30, 2025, Quhuo had ~886,000 registered workers and average monthly active workers of ~32,000 (Q2 2025) versus ~51,000 (Q2 2024). Operations in China are conducted through a VIE structure; the filing discloses material legal and regulatory risks including uncertainties around PRC approvals, potential HFCAA delisting risk tied to PCAOB inspections, and incomplete NDRC foreign debt registration for previously issued Convertible Notes.
Quhuo Limited established an at-the-market equity offering program by entering a Sales Agreement with AC Sunshine Securities LLC, allowing it to offer and sell from time to time up to $50,000,000 of American Depositary Shares, each ADS representing 900 Class A ordinary shares. The ADSs will be issued under an effective shelf registration statement on Form F-3, using a base prospectus and a new prospectus supplement. Quhuo is not required to sell any ADSs, and the sales agent is not obligated to buy ADSs on a principal basis unless separately agreed.
The sales agent will use commercially reasonable efforts to sell ADSs as directed by Quhuo in transactions deemed an “at the market offering” under securities regulations. Quhuo will pay the sales agent a commission of 3.0% of the aggregate gross proceeds from each sale and will reimburse specified expenses of up to $90,000. The filing also attaches the full Sales Agreement and a Cayman Islands legal opinion regarding the validity of the underlying Class A ordinary shares.
Quhuo Limited filed Amendment No. 2 to its Form 20-F for the fiscal year ended December 31, 2024 to update its audited disclosures. The Amendment revises the consolidated financial statements and related notes for 2024 and 2023 and updates the Operating and Financial Review to reflect the dismissal of Marcum Asia CPAs LLP and the June 12, 2025 engagement of Guangdong Prouden CPAs GP as the Company’s new independent registered public accounting firm. The company states the amended consolidated financial statements remain substantially the same as in the Initial Filing with no material changes. The Amendment also files the Section 302 and Section 906 Sarbanes-Oxley certifications as exhibits and should be read with the Initial Filing and subsequent reports.
Quhuo Limited is changing the ratio of its American Depositary Shares (ADSs) to Class A ordinary shares. Each ADS will now represent 900 Class A ordinary shares instead of 10. The company expects this new ADS ratio to take effect on August 25, 2025, and the ADSs will keep trading on the Nasdaq Global Market under the symbol QH with a new CUSIP.
No fractional ADSs will be issued; any fractional entitlements will be aggregated, sold, and the net cash proceeds distributed to the relevant ADS holders. The company states that, as a result of the change, the ADS trading price is expected to increase proportionally, but it cannot assure that the price after the change will be equal to or greater than 90 times the prior ADS price.