Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]
October 29 2024 - 8:00AM
Edgar (US Regulatory)
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 October 2024
Commission File Number: 001-39111
XChange TEC.INC
(Registrant’s Name)
Room 1610
No.801, Building 1, 1136 Xinzha Road
JingAn District, Shanghai, 200041
People’s Republic of China
(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 ☒
Form 40-F ☐
EXPLANATORY NOTE
This report on Form 6-K, including the exhibits
hereof, is hereby incorporated by reference into the Registrant’s Registration Statement on Form F-3 initially filed
with the U.S. Securities and Exchange Commission on July 27, 2021 (Registration No. 333-258187) and shall be a part thereof from the
date on which this current report is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
On October 24, 2024, Mr. Yong Zhang, Chairman of
the Board of Directors and Chief Executive Officer of XChange TEC.INC (the “Company”), purchased at nominal consideration
from Mr. Chengcai Qu, the then sole shareholder and sole director of Golden Stream Ltd. (“Golden Stream”) and former Chairman
and Chief Executive Officer of the Company, all issued and outstanding ordinary shares held by Mr. Qu in Golden Stream. Effective October
24, 2024, Mr. Yong Zhang became the sole shareholder and sole director of Golden Stream.
As of the date hereof, Golden Stream owns a total
of 6,392,789,000,000 Class B ordinary shares, par value $0.0000001 per share, of the Company.
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.
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XChange TEC.INC |
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By: |
/s/ Yong Zhang |
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Name: |
Yong Zhang |
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Title: |
Chairman of the Board of Directors and
Chief Executive Officer |
Date: October 29, 2024
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