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 December, 2023
Commission File Number: 001-39111
FLJ Group Limited
(Registrant’s Name)
Room 1610
No.917, East Longhua Road
Huangpu District, Shanghai, 200023
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No. 333-258187) and shall be a part thereof from the date on which this current report is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.
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EXHIBIT INDEX
Number |
Description of Document |
99.1 |
3
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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FLJ Group Limited |
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By: /s/ Chengcai Qu |
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Name: Chengcai Qu |
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Title: Chairman of the Board of Directors, Chief Executive Officer, Chief Operating Officer and Vice President |
Date: December 1, 2023 |
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4
Exhibit 99.1
FLJ Group Limited Announces Plan to Implement ADS Ratio Change
SHANGHAI, China, December 1, 2023 (GLOBE NEWSWIRE) -- FLJ Group Limited (NASDAQ: FLJ) (the “Company”) today announced that it plans to change the ratio of the American depositary shares (“ADSs”) representing its Class A ordinary shares from one (1) ADS representing fifteen thousand (15,000) Class A ordinary share to one (1) ADS representing six hundred thousand (600,000) Class A ordinary shares.
For the ADS holders, the change in the ADS ratio will have the same effect as a one-for-forty reverse ADS split. There will be no change to the Company’s Class A ordinary shares. The effect of the ratio change on the ADS trading price on the Nasdaq Global Market is expected to take place at the open of trading on December 7, 2023 (U.S. Eastern Time) (the “Effective Date”). Holder of ADSs will be required on a mandatory basis to surrender their old ADSs to the Company’s depositary, The Bank of New York Mellon (the “Depositary”), in exchange for every forty (40) then-held (old) ADSs to receive one (1) new ADS. The ADSs will continue to be traded on Nasdaq Global Market under the symbol “FLJ.”
No fractional new ADSs will be issued in connection with the change in the ADS ratio. Instead, fractional entitlements to new ADSs will be aggregated and sold by the Depositary and the net cash proceeds from the sale of the fractional ADS entitlements (after deduction of fees, taxes and expenses) will be distributed to the applicable ADS holders by the Depositary.
As a result of the change in the ADS ratio, the ADS price is expected to increase proportionally, although the Company can give no assurance that the ADS price after the change in the ADS ratio will be equal to or greater than forty times the ADS price before the change.
For investor and media inquiries, please contact:
FLJ Group Limited
E-mail: ir@qk365.com
Christensen
In China
Mr. Rene Vanguestaine
Phone: +86-10-5900-1548
E-mail: rene.vanguestaine@christensencomms.com
In U.S.
Ms. Linda Bergkamp
Phone: +1-480-614-3004
Email: linda.bergkamp@christensencomms.com