趣活美股招股说明书(2026-02-11版)

Up to US$9,880,000 of American Depositary Shares each representing 900Class A Ordinary Shares Quhuo Limited is offering to certain investors (the “investors”) up to US$9,880,000 of American depositary shares of (the“ADSs”), each ADS representing nine hundred ClassA ordinary shares, par value US$0.0001 per share, at an offering price of $0.494per ADS in a registered direct offering pursuant to this prospectus supplement and the accompanying prospectus and a securitiespurchase agreement dated as of February 11, 2026 (the “Purchase Agreement”), by and among us and the investors. Our ADSs are currently listed on the Nasdaq Global Market under the symbol “QH.” On February 10, 2026, the last reported saleprice of the ADSs was US$0.9336 per ADS. Pursuant to General Instruction I.B.5 of Form F-3, in no event will we sell the securitiescovered hereby in a public primary offering with a value exceeding more than one-third of the aggregate market value of our votingand non-voting common equity held by non-affiliates in any 12-month period so long as the aggregate market value of our outstandingvoting and non-voting common equity held by non-affiliates remains below US$75,000,000. The aggregate market value of our issuedand outstanding ClassA ordinary shares held by non-affiliates, or public float, was approximately US$7.38million, which wascalculated based on 4,667,728,777 ClassA ordinary shares issued and outstanding held by non-affiliates and a per ADS closing priceof US$1.58 on December 12, 2026. During the 12 calendarmonths prior to and including the date of this prospectus, we previouslysold $6,203,056.67 of securities pursuant to General Instructions I.B.5 of Form F-3 during the prior 12 calendar month period thatends on, and includes, the date of this prospectus supplement. As of the date of this prospectus supplement, our total number of issued and outstanding shares was 4,778,561,139 shares,consisting of (i) 4,672,264,509 Class A ordinary shares of a par value of US$0.0001 each, (ii) 6,296,630 Class B ordinary shares of apar value of US$0.0001 each and (iii) 100,000,000 Class C ordinary shares of a par value of US$0.0001 each. We are an “emerging growth company” and a “foreign private issuer” as defined under the U.S. federal securities laws, and assuch, will be eligible for reduced public company disclosure requirements. See “Prospectus Summary—Implications of Being anEmerging Growth Company” and “Prospectus Summary—Implications of Being a Foreign Private Issuer” in this prospectussupplement for additional information. Investing in these securities involves risks. See the “Risk Factors” on page S-28of this prospectus supplement, and thoseincluded in the accompanying prospectus, our annual report on Form 20-F for the fiscal year ended December 31, 2024 (the“2024 Annual Report”) and the documents incorporated by reference herein and therein to read about factors you shouldconsider before investing in these securities. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or passed upon the accuracy or adequacy of the disclosures in this prospectus, including any prospectussupplement and documents incorporated by reference. Any representation to the contrary is a criminal offense. Prospectus Supplement dated February 11, 2026 TABLE OF CONTENTS Page ABOUT THIS PROSPECTUS SUPPLEMENTS-iiPROSPECTUS SUPPLEMENT SUMMARYS-1THE OFFERINGS-24RISK FACTORSS-28SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSS-29USE OF PROCEEDSS-30DIVIDEND POLICYS-30CAPITALIZATIONS-31DILUTIONS-32DESCRIPTION OF SECURITIES WE ARE OFFERINGS-33LEGAL MATTERSS-34EXPERTSS-35WHERE YOU CAN FIND MORE INFORMATIONS-35INCORPORATION OF DOCUMENTS BY REFERENCES-36 PROSPECTUS PageABOUT THIS PROSPECTUSiiPROSPECTUS SUMMARY1RISK FACTORS23CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS35USE OF PROCEEDS36CAPITALIZATION AND INDEBTEDNESS36PLAN OF DISTRIBUTION37DESCRIPTION OF SHARE CAPITAL39DESCRIPTION OF AMERICAN DEPOSITARY SHARES47DESCRIPTION OF PREFERRED SHARES56DESCRIPTION OF DEBT SECURITIES57DESCRIPTION OF WARRANTS59DESCRIPTION OF SUBSCRIPTION RIGHTS60DESCRIPTION OF UNITS61EXPENSES62LEGAL MATTERS62EXPERTS63ENFORCEMENT OF CIVIL LIABILITIES64TAXATION66WHERE YOU CAN FIND MORE INFORMATION66INCORPORATION OF DOCUMENTS BY REFERENCE67MATERIAL CHANGES67 ABOUT THIS PROSPECTUS SUPPLEMENT This document is in two parts. The first part is the prospectus supplement, which describes the specific terms of this offering ofADSs and also adds to and updates information contained in the accompanying prospectus and the documents incorporated byreference into this prospectus supplement and the accompanying prospectus. The second part is the accompanying prospectus datedNovember6, 2023 included in the registration statement onForm F-3(No. 333-273087), including the documents incorporated byreference therein, which provides more general information, some of which may not be applicable to this