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 2026
Commission File Number: 001-42209
YXT.COM GROUP HOLDING LIMITED
(Exact Name of Registrant as Specified in Its
Charter)
Room 501-502, No. 78 East Jinshan Road
Huqiu District, Suzhou
Jiangsu, 215011, People’s Republic of
China
+86 (512) 6689 9881
(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 x
Form 40-F ¨
Registered Direct Offering
On August 6, 2026, YXT.COM Group Holding Limited
(the “Company”) entered into that certain securities purchase agreement (the “Purchase Agreement”) with a non-affiliated
institutional investor (the “Purchaser”) pursuant to which the Company agreed to sell 150,000 American Depositary Shares (“ADSs”),
each representing thirty (30) Class A ordinary shares of the Company, par value $0.0001 per share (“Ordinary Shares”), in
a registered direct offering (the “Offering”). The offering price for each ADS is $7.00 (the “Offering Price”).
The gross proceeds to the Company from the Offering were $1,050,000 before deducting placement agent’s fees and other estimated
Offering expenses. The Company currently intends to use the net proceeds from the Offering for investment in research and development
to enhance and expand our solution offerings, investment in technology system and infrastructure to improve our operational efficiency,
marketing and brand promotions, strategic investments and acquisitions complementary to our business, and for other general corporate
purposes.
The ADSs were offered under the Company’s
registration statement on Form F-3 (File No. 333-292185), initially filed with the U.S. Securities and Exchange Commission (the “SEC”)
on December 17, 2025, as amended, and declared effective on June 29, 2026 (the “Registration Statement”), and are being offered
and sold pursuant to a prospectus supplement, dated August 6, 2026, filed with the SEC pursuant to Rule 424(b)(5) under the Securities
Act of 1933, as amended (the “Securities Act”), and the accompanying base prospectus, dated June 29, 2026.
Obligations Under the Purchase Agreement
Pursuant to the Purchase Agreement, the Company
agreed, subject to certain exceptions, (A) not to (i) issue, enter into any agreement to issue or announce the issuance or proposed issuance
of any ADSs, Ordinary Shares or securities convertible into Ordinary Shares until 30 days after the closing date of the Offering, (ii)
file any registration statement or amendment or supplement thereto, other than (w) the prospectus supplement to the Registration Statement
in connection with the Offering, (x) a registration statement on Form S-8 in connection with any employee benefit plan, (y) a registration
statement on Form F-6, or any amendment thereto, relating to the ADSs, or (z) any amendment or supplement to the Registration Statement,
and any report filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that is incorporated by reference
therein, in each case that the Company is required to file under the Securities Act, the Exchange Act or the rules and regulations of
the SEC; and (B) not to issue certain securities if the issuance would constitute a Variable Rate Transaction (as such term is defined
in the Purchase Agreement) for a period of 30 days from the closing date of the Offering. The Purchase Agreement contains customary representations,
warranties, and covenants by the Company. It also provides for customary indemnification by the Company to the Purchaser for losses or
damages arising out of or in connection with the Offering, including for breach of the representations and warranties. The Purchase Agreement
also contains other obligations of the parties and termination provisions.
In connection with the Offering, each of the directors
and officers of the Company entered into a lock-up agreement, dated August 6, 2026, pursuant to which such person agreed, subject to certain
exceptions, not to offer, sell, contract to sell, pledge or otherwise dispose of any Ordinary Shares or ADSs beneficially owned by such
person, without the prior written consent of Univest Securities, LLC, for a period of thirty (30) days following the closing of the Offering.
Placement Agency Agreement
In connection with the Offering, on August 6,
2026, the Company entered into a placement agency agreement (the “Placement Agency Agreement”) with Univest Securities, LLC
(the “Placement Agent”), pursuant to which the Placement Agent agreed to act as placement agent on a “reasonable best
efforts” basis in connection with the Offering. Pursuant to the Placement Agency Agreement, the Company agreed to pay the Placement
Agent an aggregate fee equal to 7.0% of the gross proceeds raised in the Offering, other than gross proceeds raised from certain pre-existing
investors sourced directly by the Company, and reimburse the Placement Agent for its reasonable out-of-pocket expenses, including legal
fees, in an amount up to $100,000. The Placement Agency Agreement contains customary representations, warranties, and covenants by the
Company. It also provides for customary indemnification by each of the Company and the Placement Agent for losses or damages arising out
of or in connection with the Offering, including for liabilities under the Securities Act, other obligations of the parties and termination
provisions.
The Offering was priced on August 6, 2026. The
closing of the Offering took place on August 7, 2026, at which time the Company issued and sold the 150,000 ADSs to the Purchaser against
payment of the aggregate purchase price of $1,050,000.
The foregoing does not purport to be a complete
description of each of the Placement Agency Agreement, the Purchase Agreement and the form of lock-up agreement, and is qualified in its
entirety by reference to the full text of each of such documents, which are filed as Exhibits 1.1, 10.1 and 10.2, respectively, to this
Report on Form 6-K (this “6-K”) and incorporated herein by reference.
This Form 6-K contains forward-looking statements.
Forward-looking statements include statements herein with respect to, among other things, the anticipated use of proceeds from such offering,
and the successful execution of the Company’s business strategy. These statements are based on current expectations, estimates and
projections about the Company’s business based, in part, on assumptions made by its management. These statements are not guarantees
of future performances and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and
results may differ materially from what is expressed or forecasted in the forward-looking statements due to numerous factors, including
those risks discussed in the Registration Statement, the Company’s annual report on Form 20-F for the fiscal year ended December
31, 2025, and in other documents that the Company files from time to time with the SEC. Any forward-looking statements speak only as of
the date on which they are made, and the Company undertakes no obligation to update any forward-looking statement to reflect events or
circumstances after the date of this Form 6-K, except as required by law.
EXHIBIT INDEX
| Exhibit No. |
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Description |
| 1.1 |
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Placement Agency Agreement, dated as of August 6, 2026, by and between YXT.COM Group Holding Limited and Univest Securities, LLC, as placement agent |
| 5.1 |
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Opinion of Walkers (Hong Kong), Cayman Islands counsel to the Company |
| 8.1 |
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Opinion of Walkers (Hong Kong), Cayman Islands counsel to the Company, regarding certain Cayman Islands tax matters (included in Exhibit 5.1) |
| 8.2 |
|
Opinion of Global Law Office, PRC counsel to the Company, regarding certain PRC tax matters (included in Exhibit 99.1) |
| 10.1 |
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Form of Securities Purchase Agreement, dated as of August 6, 2026, by and between the Company and the purchaser signatory thereto |
| 10.2 |
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Form of Lock-Up Agreement |
| 23.1 |
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Consent of Walkers (Hong Kong) (included in Exhibits 5.1 and 8.1) |
| 23.2 |
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Consent of Global Law Office (included in Exhibit 99.1) |
| 99.1 |
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Opinion of Global Law Office, PRC counsel to the Company |
INCORPORATION BY REFERENCE
Exhibits 1.1, 5.1, 8.1, 8.2, 10.1, 10.2, 23.1
and 23.2 to this report on Form 6-K are hereby incorporated by reference into the registration statement of the Company on Form F-3 (File
No. 333-292185) to the extent not superseded by documents or reports subsequently filed.
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.
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YXT.COM GROUP HOLDING LIMITED
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By |
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/s/ Shen Cao |
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Name |
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Shen Cao |
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Title |
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Chief Financial Officer |
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Date: August 7, 2026
Exhibit 99.1
August 7, 2026
To:
YXT.COM GROUP
HOLDING LIMITED
Room 501-502, No. 78 East Jinshan
Road, Huqiu District, Suzhou
Jiangsu, 215011, People’s Republic
of China
Dear Sirs or Madams:
We are qualified
lawyers of the People’s Republic of China (the “PRC”) and are qualified to issue opinions on the PRC Laws. For
the purpose of this opinion (the “Opinion”), the “PRC Laws” shall mean all officially published and publicly
available laws, statutes, regulations, orders, decrees, guidelines, notices, circulars, announcements, and subordinate legislations of
the PRC currently in effect as of the date of this Opinion, and shall not include the Laws of Hong Kong Special Administrative Region,
the Macao Special Administrative Region and Taiwan.
We have acted as
PRC counsel for YXT.COM GROUP HOLDING LIMITED, a corporation organized under the laws of the Cayman Islands (the “Company”),
in connection with the Company’s Prospectus Supplement to its registration statement on Form F-3 (File No. 333-292185),
including all amendments or supplements thereto (the “Prospectus Supplement”), filed with the U.S. Securities and
Exchange Commission (the “Filing”).
This Opinion is
also delivered in connection with the offering and sale by the Company of 150,000 American depositary shares, each representing thirty
(30) Class A ordinary shares of the Company (the “Offering”), pursuant to (i) the securities purchase agreement,
dated as of August 6, 2026, by and among the Company and the purchasers signatory thereto (the “Securities Purchase Agreement”),
(ii) the placement agency agreement, dated as of August 6, 2026, by and between the Company and Univest Securities, LLC (the
“Placement Agency Agreement”), and (iii) the lock-up agreements, dated as of August 6, 2026, executed by
each of the Company and the directors and officers of the Company (together with the Securities Purchase Agreement and the Placement
Agency Agreement, the “Transaction Documents”).
In rendering this
Opinion, we have examined the originals and/or copies, certified or otherwise identified to our satisfaction, of documents provided to
us by the Company and such other documents, corporate records, certificates issued by Governmental Authorities and officers of the Company
and other instruments as we have deemed necessary or advisable for the purposes of rendering this Opinion (collectively, the “Documents”).
Capitalized terms
used but not defined in this Opinion shall have the respective meanings ascribed to them in the Prospectus Supplement.
In our examination
and for the purpose of rendering this Opinion, we have assumed, without further inquiry,
| (i) | the genuineness
of all the signatures, seals and chops, the authenticity of the Documents submitted to us
as originals and the conformity with authentic original documents submitted to us as copies
and the authenticity of such originals; |
| (ii) | the truthfulness,
accuracy, and completeness of the Documents, as well as the factual statements contained
in the Documents, and the Documents and the factual statements contained therein are and
will remain not misleading; |
| (iii) | that the Documents
provided to us remain in full force and effect up to the date of this Opinion and that none
of the Documents has been revoked, amended, varied or supplemented except as otherwise indicated
in such Documents; |
| (iv) | that the information
provided to us by the Company and its PRC subsidiaries, its VIE and VIE’s subsidiaries
(collectively referred to as the “PRC Operating Entities”) in response
to our enquiries for the purpose of this Opinion is true, accurate, complete and not misleading,
and that the Company and the PRC Operating Entities have not withheld anything that, if disclosed
to us, would reasonably cause us to alter this Opinion in whole or in part; |
| (v) | all Governmental
Authorizations and other official statements or documentation are obtained by lawful means
in due course; |
| (vi) | that each of
the parties other than the PRC Operating Entities is duly organized, validly existing and
in good standing under the laws of its jurisdiction of organization and/or incorporation
(as the case may be); |
| (vii) | that all parties
other than the PRC Operating Entities have the requisite power and authority to enter into,
execute, deliver and perform all the Documents to which they are parties and have duly executed,
delivered, performed, and will duly perform their obligations under all the Documents to
which they are parties; and |
| (viii) | all documents
submitted to us are legal, valid, binding and enforceable under all such laws as govern or
relate to them other than the PRC Laws. |
For the purpose
of rendering this Opinion, where important facts were not independently established to us, we have relied upon certificates issued by
Governmental Authorities and representatives of the shareholders of the Company and the PRC Operating Entities with proper authority
and upon representations made in or pursuant to the Documents.
The following terms
as used in this Opinion are defined as follows:
“Governmental
Authorities” means any national, provincial or local court, Governmental agency or body, stock exchange authorities or any
other regulator in the PRC, and “Governmental Authority” means any of them;
“Governmental
Authorizations” means licenses, consents, authorizations, permissions, declarations, approvals, orders, registrations, clearances,
annual inspections, waivers, qualifications, certificates and permits from, and the reports to and filings with, Governmental Authorities
pursuant to any applicable PRC Laws;
“PRC Laws”
means all officially published and publicly available laws, statutes, regulations, rules, orders, decrees, guidelines, notices, circulars,
announcements, judicial interpretations and subordinate legislations of the PRC currently in effect as of the date of this Opinion. For
the purpose of this Opinion, the PRC Laws shall not include the laws of Hong Kong Special Administrative Region, the Macao Special Administrative
Region and Taiwan;
and
Capitalized terms
used herein but not otherwise defined shall have the same meanings as specified in the Prospectus Supplement.
Based on the foregoing
and subject to the disclosures contained in the Prospectus Supplement and the qualifications set out below, we are of the opinion as
of the issuance date of this Opinion that:
| 1. | There is
uncertainty as to whether the courts of the PRC, would: |
| (1) | recognize
or enforce judgments of United States courts obtained against the Company or its directors
or officers predicated upon the civil liability provisions of the securities laws of the
United States or any state in the United States; or |
| (2) | entertain
original actions brought in each respective jurisdiction against the Company or its directors
or officers predicated upon the securities laws of the United States or any state in the
United States. |
| 2. | The recognition
and enforcement of foreign judgments are provided for under PRC Civil Procedures Law. PRC
courts may recognize and enforce foreign judgments in accordance with the requirements of
PRC Civil Procedures Law based either on treaties between China and the country where the
judgment is made or on reciprocity between jurisdictions. China does not have any treaties
or other form of reciprocity with the United States or the Cayman Islands that provide for
the reciprocal recognition and enforcement of foreign judgments. In addition, according to
the PRC Civil Procedures Law, courts in the PRC will not enforce a foreign judgment against
the Company or its directors and officers if they decide that the judgment violates the basic
principles of PRC law or national sovereignty, security or public interest. As a result,
it is uncertain whether and on what basis a PRC court would enforce a judgment rendered by
a court in the United States or in the Cayman Islands. Under the PRC Civil Procedures Law,
foreign shareholders may originate actions based on PRC law against the Company in the PRC,
if they can establish sufficient nexus to the PRC for a PRC court to have jurisdiction, and
meet other procedural requirements, including, among others, the plaintiff must have a direct
interest in the case, and there must be a concrete claim, a factual basis and a cause for
the suit. However, it would be difficult for foreign shareholders to establish sufficient
nexus to the PRC by virtue only of holding the ADSs or Class A ordinary shares. |
This Opinion is
subject to the following qualifications:
| (a) | This Opinion
is rendered only with respect to the PRC Laws and we have made no investigations in any other
jurisdiction and no opinion is expressed or implied as to the laws of any other jurisdiction.
PRC Laws as used in this Opinion refers to PRC Laws publicly available and currently in force
as of the date of this Opinion and there is no assurance that any of such PRC Laws will not
be changed, amended, replaced or revoked in the immediate future or in the longer term with
or without retroactive effect. |
| (b) | This Opinion
is given only as to, and based on, circumstances and matters of fact existing and known to
us on the date of this Opinion. |
| (c) | This Opinion
is, insofar as it relates to the validity, effectiveness and enforceability , subject to
(i) any applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium
or similar laws affecting creditors’ rights generally; (ii) possible judicial
or administrative actions or any laws affecting creditors’ rights generally; (iii) certain
equitable, legal or statutory principles affecting the validity and enforceability of contractual
rights generally under concepts of public interest, state interest, national security, reasonableness,
good faith and fair dealing, and applicable statutes of limitation; (iv) any circumstance
in connection with formulation, execution or implementation of any legal documents that would
be deemed materially mistaken, clearly unconscionable, unlawful, fraudulent or coercionary
at the conclusions thereof; and (v) judicial discretion with respect to the availability
of indemnifications, remedies or defenses, the calculation of damages, the entitlement to
attorney’s fees and other costs, the waiver of immunity from jurisdiction of any court
or from legal process. |
| (d) | This Opinion
is subject to the discretion of any competent PRC legislative, administrative, judicial bodies
or Governmental Authorities in exercising their authority in the PRC in connection with the
interpretation, implementation and application of relevant PRC Laws. |
This Opinion is
intended to be used in the context which is specifically referred to herein, and each paragraph should be considered at as a whole and
no part should be extracted and referred to independently. Except as expressly provided herein, it may not, without our prior written
permission, be relied upon by any person other than the addressees hereof, or used for any other purpose.
We hereby consent
to the use of this Opinion in, and the filing hereof as an exhibit to a Report of Foreign Private Issuer on Form 6-K that is incorporated
by reference into the Registration Statement on Form F-3 (File No. 333-292185), and further consent to the reference of our
name under the sections of Prospectus Supplement entitled “Enforceability of Civil Liabilities”, “Taxation” and
“Legal Matters” in the Prospectus Supplement.
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[Signature Page of
PRC Legal Opinions Issued by Global Law Office]
| Yours Sincerely, |
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| Global Law Office |
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| Global Law Office |
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