Xchange Tec.Inc美股招股说明书(2024-09-24版)

Prospectus Supplement(to Prospectus dated October 26, 2022) XChange TEC.INCUp to 250,000,000 American Depositary Sharesrepresenting up to 150,000,000,000,000 Class A Ordinary Shares This prospectus supplement relates to the offer and sale of up to 250,000,000 American Depositary Shares(the “ADSs”), each ADS representing 600,000 Class A ordinary shares of the Company, par value$0.0000001 per share (the “Class A Ordinary Shares”), by us to VG Master Fund SPC, whom we refer to inthis prospectus supplement as “VG,” pursuant to a securities stock purchase agreement, dated as ofSeptember 24, 2024, we entered into with VG, which we refer to in this prospectus supplement as the“Purchase Agreement.” Under the terms of the Purchase Agreement, we may elect to sell the ADSs to VGat our discretion from time to time after the date of this prospectus supplement. We may receive up to $25,000,000 in aggregate gross proceeds under the Purchase Agreement from salesof the ADSs we may elect to make to VG pursuant to the Purchase Agreement. See “The CommittedEquity Facility” in this prospectus supplement for a description of the Purchase Agreement. The ADSs are listed on the NASDAQ Global Market and are traded under the symbol “XHG.” OnSeptember 17, 2024, the closing price of the ADSs on the NASDAQ Global Market was US$0.66 per ADS. As of September 24, 2024, the aggregate market value of our outstanding Class A Ordinary Shares held bynon-affiliates was approximately $106.8 million, based on 61,177,892,046,400 outstanding Class AOrdinary Shares, of which approximately 54,758,103,046,400 Class A Ordinary Shares were held by non-affiliates, and a per ADS price of $1.17 based on the closing sale price of the ADSs on August 7, 2024. Investing in our securities involves risks. You should read the “Risk Factors” section in thisprospectus supplement, any related free writing prospectus and the documents we incorporate byreference in this prospectus supplement before investing in our securities. XChange TEC.INC (formerly known as “FLJ Group Limited”) is not an operating company but a CaymanIslands holding company with operations conducted by our subsidiaries in China. Investors in our securitieshave purchased securities of a holding company incorporated in the Cayman Islands. The Companyconducts its insurance agency and insurance technology businesses in the People’s Republic of China (the“PRC” or “China”) through Alpha Mind Technology Limited (“Alpha Mind”), which it acquired onDecember 28, 2023 (the “Acquisition”). Alpha Mind conducts its insurance agency and insurancetechnology businesses through its indirectly wholly-owned subsidiary, Jiachuang Yingan (Beijing)Information & Technology Co., Ltd. (the “WFOE”) and the WFOE’s consolidated variable interest entities,namely, Huaming Insurance Agency Co., Ltd. (“Huaming Insurance”) and Huaming Yunbao (Tianjin)Technology Co., Ltd. (“Huaming Yunbao,” together with Huaming Insurance, the “VIEs”). On May 21,2024, the Company changed its name from “FLJ Group Limited” to “XChange TEC.INC” and begantrading under the new ticker symbol “XHG” on The Nasdaq Stock Market, LLC (“NASDAQ”) effective onJune 3, 2024. Our structure involves unique risks to investors. The VIE structure provides investors with exposure toforeign investment in China-based companies where Chinese law prohibits or restricts direct foreign investment in the operating companies, and investors may never hold equity interests in the Chineseoperating companies. The PRC government regulates telecommunications-related businesses through strictbusiness licensing requirements and other government regulations. If the PRC government deems that ourcontractual arrangements with the Current VIEs do not comply with PRC regulatory restrictions on foreigninvestment in the relevant industries, or if these regulations or the interpretation of existing regulationschange in the future, we could be subject to severe penalties or be forced to relinquish our interests in thoseoperations. Our holding company in the Cayman Islands, the Current VIEs, and investors of our companyface uncertainty about potential future actions by the PRC government that could affect the validity andenforceability of the contractual arrangements with the Current VIEs and, consequently, significantly affectthe financial performance of the Current VIEs and our company as a group. For more detailed discussion ofhow cash is transferred between our subsidiaries, WFOE and the VIE entities, see “Our Company—HowCash is Transferred through Our Organization” in this prospectus.As used in this prospectus, unless thecontext otherwise requires, “we,” “us,” “our company” and “our” refer to XChange TEC.INC and itssubsidiaries, except in the context of describing the consolidated financial information, also include theVIE entities. We are exposed to legal and operational risks associated with our operations in China. The PRCgovernment has significant authority to exert influence on