LGCL 6-K
Lucas GC Ltd (LGCL)
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 July 2026
Commission File Number: 001-41658
Lucas GC Limited
(Exact name of registrant as specified in its charter)
Room 1109, 11/F, Tower A
Star Plaza, No. 8 Wangjing Street
Chaoyang District
Beijing 100102, 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 ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
INCORPORATION BY REFERENCE
This current report on Form 6-K (this “Report”) is hereby incorporated by reference in the registration statements of Lucas GC Limited on Form F-3 (No. 333-286651) and Form S-8 (No. 333-283728), to the extent not superseded by documents or reports subsequently filed or furnished.
| Exhibit No. | Description | |
| 99.1 | Press Release – Lucas GC Limited Provides Updates on Its Financing Plans |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Date: July 2, 2026 | ||
| Lucas GC Limited | ||
| By: | /s/ Howard Lee | |
| Name: | Howard Lee | |
| Title: | Chief Executive Officer and Chairman of the Board of Directors | |
Exhibit 99.1
Lucas GC Limited Provides Updates on Its Financing Plans
NEW YORK, July 2, 2026 (GLOBE NEWSWIRE) — Lucas GC Limited (NASDAQ: LGCL) (“Lucas” or the “Company”), an artificial intelligence (the “AI”) technology-driven Platform-as-a-Service (the “PaaS”) company whose technologies have been applied to the human resources and insurance industry verticals, today announced updates to its recent financing plans.
The Company previously announced that it entered into an At the Market Offering Agreement (the “Sales Agreement”) with Maxim Group LLC (the “Agent”) with respect to an at-the-market offering program (the “ATM Offering Program”), under which it may offer and sell, from time to time at its sole discretion, Class A ordinary shares, par value US$0.0002 per share of the Company (the “Class A ordinary shares”), having an aggregate offering price of up to US$20.0 million through or to the Agent, as the sales agent or principal. In addition, the Company previously announced the launch of a proposed public offering of its Class A ordinary shares, ordinary warrants and pre-funded warrants (the “Proposed Public Offering”).
After further evaluating current market conditions, its capital structure and expected financing costs, the Company has decided to terminate the ATM Offering Program and discontinue the Proposed Public Offering. No securities have been issued or sold under, or in connection with, either the ATM Offering Program or the Proposed Public Offering.
The Company believes that maintaining flexibility under its existing financing arrangement, while discontinuing the ATM Offering Program and the Proposed Public Offering at this time, is the more prudent course in light of prevailing market conditions and the Company’s current capital planning priorities.
The Company will continue to evaluate financing alternatives and other capital planning initiatives to support its long-term growth, liquidity position and shareholder value.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of any securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
About Lucas GC Limited
With 24 granted U.S. and Chinese patents and over 75 registered software copyrights in the AI, data analytics and blockchain technologies, Lucas GC Limited is an AI technology-driven PaaS company, applying such technologies in human resources and insurance industry verticals. For more information, please visit: www.lucasgc.com.
Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Lucas’ actual results may differ from its expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believe,” “predict,” “potential,” “might” and “continue,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, statements regarding Lucas’ leadership team, Lucas’ continued growth and financial and operational improvements, along with those other risks described under the heading “Risk Factors” in the Company’s annual report on Form 20-F filed with the Securities and Exchange Commission on April 20, 2026, and those that are included in any of Lucas’ future filings with the SEC. These forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from expected results. Most of these factors are outside of the control of Lucas and are difficult to predict. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Lucas undertakes no obligation to update forward-looking statements to reflect events or circumstances after the date they were made except as required by law or applicable regulation.
For Investor Inquiries and Media Contact:
www.lucasgc.com
T: 818-741-0923