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 April 2026
Commission File Number: 001-39111
XChange TEC.INC
(Registrant’s Name)
Room 613, No.259, Guoxia Road
Yangpu District, Shanghai, 200433
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 ☒
Form 40-F ☐
On April 15, 2026, XChange
TEC.INC (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with VG Master
Fund SPC (“VG”). Upon the terms and subject to the satisfaction of the conditions contained in the Purchase Agreement, the
Company will have the right, in its sole discretion, from time to time during the term of the Purchase Agreement, to require VG to purchase
up to an aggregate of $100,000,000 of the Company’s Class A Ordinary Shares, par value $0.0000001 per share (the “Class A
Ordinary Shares”), represented by American Depositary Shares (“ADSs”), each ADS representing 2,400 Class A Ordinary
Shares, deposited with The Hongkong and Shanghai Banking Corporation Limited, as custodian for The Bank of New York Mellon, as depositary,
subject to certain limitations set forth in the Purchase Agreement. Sales of the ADSs by the Company to VG under the Purchase Agreement,
and the timing of any such sales, are solely at the Company’s option, and the Company is under no obligation to sell any securities
to VG under the Purchase Agreement.
The
offering and sale of the ADSs by the Company to VG pursuant to the Purchase Agreement has been registered pursuant to a prospectus supplement,
which was filed by the Company with the Securities and Exchange Commission (the “SEC”) on April 16, 2026, to a shelf registration
statement on Form F-3 (File No. 333-290136), which was filed with the SEC on March 11, 2026 and declared effective on April 1, 2026.
The Company does not
have the right to commence any sales of the ADSs to VG under the Purchase Agreement until the Effective Date, which is the date on which
all of the conditions to VG’s purchase obligation set forth in the Purchase Agreement have initially been satisfied, none of which
are in VG’s control, including that the prospectus supplement shall have been filed with the SEC. From and after the Effective Date,
the Company has the right, but not the obligation, from time to time at its sole discretion until the earlier of (i) the date on which
VG has cumulatively purchased a number of ADSs equal to $100,000,000 or (ii) April 1, 2028, unless the Purchase Agreement is earlier terminated,
to direct VG to purchase up to a specified maximum amount of ADSs in one or more transactions as set forth in the Purchase Agreement,
by timely delivering a written Purchase Notice for each purchase to VG in accordance with the Purchase Agreement, so long as the purchase
amount is not less than $30,000 or the closing sale price of the ADSs on the trading day immediately prior to such Purchase Date is not
less than the floor price of $0.10, unless waived by VG.
From and after the Effective
Date, the Company will control the timing and amount of any sales of ADSs to VG. Actual sales of ADSs to VG under the Purchase Agreement
will depend on a variety of factors to be determined by the Company from time to time, including, among other things, market conditions,
the trading price of the ADSs, and determinations by the Company as to the appropriate sources of funding for the Company and its operations.
The Company may not issue
or sell any Class A Ordinary Shares, including Class A Ordinary Shares represented by ADSs, to VG under the Purchase Agreement which,
when aggregated with all other Class A Ordinary Shares, including Class A Ordinary Shares represented by ADSs, then beneficially owned
by VG and its affiliates (as calculated pursuant to Section 13(d) of the Exchange Act and Rule 13d-3 thereunder), would result in VG beneficially
owning ADSs in excess of 9.99% of the outstanding Class A Ordinary Shares, including Class A Ordinary Shares represented by ADSs.
The net proceeds to the
Company from sales that the Company elects to make to VG under the Purchase Agreement, if any, will depend on the frequency and prices
at which the Company sells ADSs to VG. We expect that any proceeds received by the Company from such sales to VG will be used for working
capital and general corporate purposes.
Neither the Company nor
VG may assign or transfer its respective rights and obligations under the Purchase Agreement without the prior written consent of the
other party, and no provision of the Purchase Agreement may be modified or waived by the Company or VG.
The Purchase Agreement
contains customary representations, warranties, conditions, and indemnification obligations of the parties.
The representations,
warranties, and covenants contained in the Purchase Agreement were made solely for the benefit of the parties to the Purchase Agreement.
In addition, such representations, warranties, and covenants: (i) are intended as a way of allocating the risk between the parties to
such agreements and not as statements of fact, and (ii) may apply standards of materiality in a way that is different from what may
be viewed as material by shareholders of, or other investors in, the Company. Accordingly, the Purchase Agreement is filed with this Current
Report on Form 6-K only to provide investors with information regarding the terms of the transactions described herein, and not to provide
investors with any other factual information regarding the Company. Information concerning the subject matter of the representations and
warranties may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in public
disclosures.
The Purchase Agreement
is filed as Exhibit 10.1 to this Current Report on Form 6-K. The foregoing summary of the terms of the Purchase Agreement is subject to,
and qualified in its entirety by, such document which is incorporated herein by reference.
EXHIBIT INDEX
| Number |
|
Description of Document |
| 5.1 |
|
Opinion of Conyers Dill & Pearman |
| 5.2 |
|
Opinion of Beijing Kingdom Lawfirm regarding PRC legal matters |
| 10.1* |
|
Securities Purchase Agreement dated April 15, 2026 by and between the Company and VG Master Fund SPC |
| 23.1 |
|
Consent of Conyers Dill & Pearman (included in Exhibit 5.1) |
| 23.2 |
|
Consent of Beijing Kingdom Lawfirm (included in Exhibit 5.2) |
| * | Certain information has been redacted from this exhibit pursuant
to Item 601(b)(10)(iv) of Regulation S-K because it is both not material and is the type of information that is treated as private or
confidential by the Registrant. The Registrant hereby agrees to furnish an unredacted copy of the exhibit to the SEC upon request. |
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.
| |
XChange TEC.INC |
| |
|
| |
By: |
/s/ Zichen Sun |
| |
Name: |
Zhichen Sun |
| |
Title: |
Chief Exeucitve Officer |
Date: April 17, 2026
