Xchange Tec.Inc美股招股说明书(2026-04-16版)

XChange TEC.INCUp to $100,000,000 in Aggregate Gross Proceeds of American Depositary Shares and5,813,953 Commitment American Depositary Shares This prospectus supplement relates to the offer and sale of up to $100,000,000 of American Depositary Shares (the “ADSs”), eachADS representing 2,400 Class A ordinary shares of the Company, par value $0.0000001 per share (the “Class A Ordinary Shares”), byus to VG Master Fund SPC, whom we refer to in this prospectus supplement as “VG,” pursuant to a securities purchase agreement,dated as of April 15, 2026, we entered into with VG, which we refer to in this prospectus supplement as the “Purchase Agreement.” This prospectus supplement also relates to the offer and sale of up to 5,813,953 ADSs issuable to VG as consideration for VG’sexecution and delivery of, and commitment to perform its obligations under, the Purchase Agreement, as further described in thisprospectus supplement (the “Commitment ADSs”). 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 $100,000,000 in aggregate gross proceeds under the Purchase Agreement from sales of the ADSs we mayelect to make to VG pursuant to the Purchase Agreement. See “The Committed Equity Facility” in this prospectus supplement for adescription of the Purchase Agreement. The ADSs are listed on the NASDAQ Global Market and are traded under the symbol “XHG.” On April 15, 2026, the closingprice of the ADSs on the NASDAQ Global Market was US$1.46 per ADS. As of April 15, 2026, the aggregate market value of our outstanding Class A Ordinary Shares held by non-affiliates wasapproximately $163 billion, based on 111,851,094,785 outstanding Class A Ordinary Shares, of which approximately 111,851,094,785Class A Ordinary Shares were held by non-affiliates, and a per ADS price of $1.46 based on the closing sale price of the ADSs onApril 15, 2026. Investing in our securities involves risks. You should read the “Risk Factors” section in this prospectus supplement, anyrelated free writing prospectus and the documents we incorporate by reference in this prospectus supplement before investingin our securities. XChange TEC.INC is not a Chinese operating company but rather a holding company incorporated in the Cayman Islands.Because XChange TEC has no business operations of its own, we conduct our business through our operating subsidiaries, primarilyin China. This structure involves unique risks to investors and you may never directly hold equity interests in XChange TEC’soperating entities. You are specifically cautioned that there are significant legal and operational risks associated with being based in orhaving the majority of operations in China, including that changes in the legal, political and economic policies of the Chinesegovernment, the relations between China and the United States, or Chinese or United States regulations may materially and adverselyaffect our business, financial condition, results of operations and the market price of XChange TEC’s securities. Moreover, the Chinesegovernment may exercise significant oversight and discretion over the conduct of our business and may intervene in or influence ouroperations at any time, which could result in a material change in our operations and/or the value of the securities being registered forsale or could significantly limit or completely hinder XChange TEC’s ability to offer or continue to offer securities to investors andcause the value of such securities to significantly decline or be worthless. For a detailed description of risks related to the holdingcorporate structure, see “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—Substantialuncertainties exist with respect to the interpretation and implementation of the PRC Foreign Investment Law and how it may impactthe viability of our current corporate structure, corporate governance and business operations” beginning on page 24 of our Form 20-Ffor FY 2025, which is incorporated herein by reference. Specifically, the government of China (which is also referred to as “PRC”) recently initiated a series of regulatory actions andmade a number of public statements on the regulation of business operations in China, including cracking down on illegal activities inthe securities market, enhancing supervision over China-based companies listed overseas using a variable interest entity structure,adopting new measures to extend the scope of cybersecurity reviews, and expanding efforts in anti-monopoly enforcement. We do notbelieve that our subsidiaries in Hong Kong or mainland China are directly subject to these regulatory actions or statements, as we havenot carried out any monopolistic behavior and our business does not involve the collection of personal information or implicatenational security. However, since these statements and regulatory actions by the PRC government