趣活美股招股说明书(2024-01-05版)

Quhuo Limited Up to US$2,207,631 of American Depositary Shares This prospectus supplement relates to the issuance and sale of (i) up to US$2,196,648 ofAmerican depositary shares of Quhuo Limited (the “ADSs”), each ADS representing tenClass A ordinary shares, par value US$0.0001 per share, of Quhuo Limited (the “PurchaseShares”) that we may sell to VG Master Fund SPC (“VG”), from time to time pursuant to asecurities purchase agreement, dated January 5, 2024 (the “Purchase Agreement”), enteredbetween us and VG, and (ii) an additional US$10,983 of the ADSs being issued to VG ascommitment shares under the Purchase Agreement. See “VG Transaction” for a description ofthe Purchase Agreement and additional information regarding VG. VG is an “underwriter”within the meaning of Section 2(a)(11) of the Securities Act of 1933, as amended (the“Securities Act”). The purchase price for the Purchase Shares will be based upon formulas set forth in thePurchase Agreement. We will pay the expenses incurred in registering the ADSs sold under thePurchase Agreement, including legal and accounting fees. See “Plan of Distribution” for moreinformation. The ADSs are currently listed on the Nasdaq Global Market under the symbol “QH.” OnDecember 27, 2023, the last reported sale price of the ADSs was US$1.3700 per ADS. Pursuantto General Instruction I.B.5 of Form F-3, in no event will we sell the securities covered herebyin a public primary offering with a value exceeding more than one-third of the aggregate marketvalue of our voting and non-voting common equity held by non-affiliates in any 12-monthperiod so long as the aggregate market value of our outstanding voting and non-voting commonequity held by non-affiliates remains below US$75,000,000. The aggregate market value of ourissued and outstanding Class A ordinary shares held by non-affiliates, or public float, wasapproximately US$6.6 million, which was calculated based on 38,326,942 Class A ordinaryshares issued and outstanding held by non-affiliates and a per ADS closing price of US$1.7280on December 8, 2023. During the 12 calendar months prior to and including the date of thisprospectus, we have not offered or sold any securities pursuant to General Instruction I.B.5 ofForm F-3. Quhuo Limited, our ultimate Cayman Islands holding company, does not have anysubstantive operations. We carry out our value-added telecommunications business in Chinathrough our subsidiaries as well as the variable interest entity (the “VIE”) and its subsidiaries inChina. Neither the investors in us nor we ourselves have equity ownership in, direct foreigninvestment in, or control of, through such ownership or investment, the VIE. PRC laws andregulations restrict and impose conditions on foreign investment in value-added telecommunications services business. Accordingly, we, through our wholly owned subsidiaryin China (the “WFOE”), entered into a series of contractual arrangements with the VIE and itsshareholders, and we could receive the economic rights and exercise significant influence on theVIE’s business operations that results in consolidation of the VIE’s operations and financialresults into our financial statements through the contractual arrangements, provided that wemeet the conditions for consolidation under U.S. GAAP. The VIE structure is used to replicateforeign investment in China-based companies where the PRC laws restrict direct foreigninvestment in the operating companies. However, our contractual arrangements with the VIEare not equivalent of an investment in the VIE. The VIE structure involves unique risks toinvestors in the ADSs. Investors in the ADSs are purchasing equity securities of our ultimateCayman Islands holding company rather than purchasing equity securities of the VIE, andinvestors in the ADSs may never hold equity interests in the VIE. As used in this prospectussupplement, “we,” “us,” “our company,” “our,” or “Quhuo” refers to Quhuo Limited and itssubsidiaries, and the VIE refers to Beijing Quhuo Technology Co., Ltd., and its subsidiaries, asthe context requires. Unless otherwise specified, in the context of describing business andoperations, we are referring to the business and operations conducted by the VIE and itssubsidiaries at the relevant time. Our corporate structure is subject to risks associated with our contractual arrangementswith the VIE. These contractual arrangements have not been properly tested in a court of law,and the PRC regulatory authorities could disallow our corporate structure at any time, whichcould result in a material change in our operations and the value of our securities could declineor become worthless. Because of our corporate structure, our Cayman Islands holding company,the WFOE, the VIE and its subsidiaries, and our investors face uncertainty with respect to theinterpretation and the application of the PRC laws and regulations, including but not limited tolimitation on foreign ownership of value-added telecommunications service co