6-K
Huachen AI Parking Management Technology Holding Co., Ltd (HCAI)
UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TORULE 13a-16 OR 15d-16UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of December 2025
Commission File Number: 001-42505
Huachen AI Parking Management TechnologyHolding Co., Ltd,
(Translation of registrant’s name into English)
No.1018 Haihe Road, Dushangang Town,
Pinghu City, Jiaxing, Zhejiang Province,
China, 314205(Address of principal executive office)
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 ☐
Annual General Meeting of Shareholders
On December 8, 2025, at 11:00 A.M., China Standard Time (December 7, 2025, at 10:00 P.M., Eastern Time), Huachen AI Parking Management Technology Holding Co., Ltd (the “Company”) held an extraordinary general meeting of shareholders (the “Extraordinary Meeting”) at its executive office at No. 1018 Haihe Road, Dushangang Town, Pinghu City, Jiaxing, Zhejiang Province, China, 314205. Holders of 14,208,541 Class A ordinary shares, and 16,000,000 Class B ordinary shares of the Company were present in person or by proxy at the Extraordinary Meeting, representing a total voting power of approximately 99% of the total voting power represented by the 18,897,500 Class A and 16,000,000 Class B ordinary shares issued and outstanding as of the record date of November 10, 2025, and therefore constituting a quorum. All matters voted on at the Extraordinary Meeting were approved as recommended by the Board of Directors of the Company and were approved at the Extraordinary Meeting. The final voting results for each matter submitted to a vote of shareholders at the meeting are as follows:
| For | Against | Abstain | ||
|---|---|---|---|---|
| Proposal One: | To consider and vote upon an ordinary resolution to increase the Company’s authorized share capital from US$500 divided into 350,000,000 Class A ordinary shares of par value of US$0.00000125 each (“Class A Shares”) and 50,000,000 Class B ordinary shares of par value of US$0.00000125 each (“Class B Shares,” together with Class A Shares, “Ordinary Shares”) to US$78,125 divided into 50,000,000,000 Class A Shares and 12,500,000,000 Class B Shares, by the creation of 49,650,000,000 new Class A Shares and 12,450,000,000 Class B Shares (the “Share Capital Increase”). | 494,151,053 | 55,938 | 1,550 |
| Proposal Two: | Subject to Proposal One being passed, to consider and vote upon a special resolution to amend and restate the Company’s Memorandum of Association to reflect the Share Capital Increase. | 494,152,506 | 55,985 | 50 |
| Proposal Three: | To consider and vote upon an ordinary resolution to approve a share combination of the Class A Shares and Class B Shares, at a ratio of not less than 1-for-2 and not more than 1-for-250, with the final ratio to be determined by the Board of Directors in its sole discretion at any time after approval by the shareholders (the “Share Combination”), and authorize the Board of Directors to implement such Share Combination at its discretion at any time prior to the one-year anniversary of the Meeting. | 494,151,685 | 55,306 | 1,550 |
| Proposal Four: | Subject to Proposal Three being passed, to consider and vote upon a special resolution, to amend and restate the Company’s Memorandum and Articles of Association to reflect the Share Combination, once implemented. | 494,154,133 | 52,803 | 1,605 |
| Proposal Five | To consider and vote upon an ordinary resolution to adjourn the Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of all the resolutions contemplated by Proposal One, Proposal Two, Proposal Three, and Proposal Four. | 494,159,096 | 49,395 | 50 |
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The Company’s Amended and Restated Memorandum and Articles of Association is filed as Exhibit 3.1 to this Current Report on Form 6-K.
Exhibit Index
| Exhibit No. | Description |
|---|---|
| 3.1 | Amended and Restated Memorandum of Association |
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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.
| Date: December 12, 2025 | Huachen AI Parking Management Technology Holding Co., Ltd, | |
|---|---|---|
| By: | /s/ Bin Lu | |
| Name: | Bin Lu | |
| Title: | Chief Executive Officer |
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Exhibit 3.1
THE COMPANIES ACT (AS REVISED)
OF THE CAYMAN ISLANDS
COMPANY LIMITED BY SHARES
AMENDED AND RESTATED
MEMORANDUM OF ASSOCIATION
OF
HUACHEN AI PARKING MANAGEMENT TECHNOLOGY HOLDINGCO., LTD
(adopted by special resolution passed on 8 December2025)
| 1. | The name of the Company is Huachen AI Parking Management Technology<br>Holding Co., Ltd. |
|---|---|
| 2. | The registered office of the Company shall be situated at the offices<br>of Osiris International Cayman Limited, Suite #4-210, Governors Square, 23 Lime Tree Bay Avenue, PO Box 32311, Grand Cayman KY1-1209,<br>Cayman Islands, or at such other place in the Cayman Islands as the Directors may from time to time decide. |
| --- | --- |
| 3. | The objects for which the Company is established are unrestricted and<br>the Company shall have full power and authority to carry out any object not prohibited by the Companies Act (as revised) or as the same<br>may be revised from time to time, or any other law of the Cayman Islands. |
| --- | --- |
| 4. | The Company shall have and be capable of exercising all of the functions<br>of a natural person of full capacity irrespective of any question of corporate benefit as provided by the Companies Act (as revised). |
| --- | --- |
| 5. | The liability of each Member is limited to the amount from time to time<br>unpaid on such Member's shares. |
| --- | --- |
| 6. | The authorised share capital of the Company is US$78,125 divided into<br>50,000,000,000 class A ordinary shares of a par value of US$0.00000125 each and 12,500,000,000 class B ordinary shares of a par value<br>of US$0.00000125 each, provided always that subject to the Companies Act (as revised) and the Articles of Association the Company shall<br>have power to redeem or purchase any of its shares and to sub-divide or consolidate the said shares or any of them and to issue all or<br>any part of its capital whether original, redeemed, increased or reduced with or without any preference, priority, special privilege or<br>other rights or subject to any postponement of rights or to any conditions or restrictions whatsoever and so that unless the conditions<br>of issue shall otherwise expressly provide every issue of shares whether stated to be ordinary, preference or otherwise shall be subject<br>to the powers on the part of the Company hereinbefore provided. |
| --- | --- |
| 7. | The Company has power to register by way of continuation as a body corporate<br>limited by shares under the laws of any jurisdiction outside the Cayman Islands and to be deregistered in the Cayman Islands. |
| --- | --- |
| 8. | Capitalised terms that are not defined in this Memorandum of Association<br>bear the same meaning as those given in the Articles of Association of the Company. |
| --- | --- |