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 14, 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 500,000 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 $3.00 (the “Offering
Price”). The gross proceeds to the Company from the Offering were $1,500,000 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 14, 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 15 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 15 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 14, 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 fifteen (15) days following the closing
of the Offering.
Placement Agency Agreement
In connection with the Offering, on August 14,
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 14, 2026.
The closing of the Offering took place on August 17, 2026, at which time the Company issued and sold the 500,000 ADSs to the Purchaser
against payment of the aggregate purchase price of $1,500,000.
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. |
|
Description |
| |
|
|
| 1.1 |
|
Placement
Agency Agreement, dated as of August 14, 2026, by and between YXT.COM Group Holding Limited and Univest Securities, LLC, as
placement agent |
| |
|
|
| 5.1 |
|
Opinion of Walkers (Hong
Kong), Cayman Islands counsel to the Company |
| |
|
|
| 8.1 |
|
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 |
|
Form of
Securities Purchase Agreement, dated as of August 14, 2026, by and between the Company and the purchaser signatory thereto |
| |
|
|
| 10.2 |
|
Form of Lock-Up Agreement |
| |
|
|
| 23.1 |
|
Consent of Walkers (Hong
Kong) (included in Exhibits 5.1 and 8.1) |
| |
|
|
| 23.2 |
|
Consent of Global Law
Office (included in Exhibit 99.1) |
| |
|
|
| 99.1 |
|
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.
| YXT.COM GROUP HOLDING LIMITED |
|
| |
|
| By |
: |
/s/
Shen Cao |
|
| Name |
: |
Shen Cao |
|
| Title |
: |
Chief Financial Officer |
|
Date: August 17, 2026
Exhibit 99.1
August 17, 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 500,000 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 14, 2026, by and among
the Company and the purchasers signatory thereto (the “Securities Purchase Agreement”), (ii) the placement agency agreement,
dated as of August 14, 2026, by and between the Company and Univest Securities, LLC (the “Placement Agency Agreement”),
and (iii) the lock-up agreements, dated as of August 14, 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.
[Below is intentionally left blank]
[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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