Fangdd Network Group Ltd. (DUO) cancels US$34.3M note via big share issue

Rhea-AI Filing Summary

Fangdd Network Group Ltd. reports that an investor has converted a convertible promissory note with a principal amount of US$34,320,000 into 32,971,466 Class A ordinary shares at a conversion price of US$1.0409 per share. The note was originally issued to satisfy payment obligations for an asset acquisition, and it will be cancelled with no amount remaining outstanding.

In addition, Fangdd issued 12,731 Class C ordinary shares to ZX International Ltd at US$1.81 per share under a share subscription agreement. Immediately after these issuances, Fangdd has 38,548,413 ordinary shares outstanding, comprising 38,529,284 Class A shares, 5,450 Class B shares and 13,679 Class C shares. The company states that these transactions did not result in a change in control and that the new shares were issued under U.S. private offering and offshore transaction exemptions.

Positive

• Conversion of US$34,320,000 note into equity fully cancels the outstanding principal, reducing financial obligations tied to that instrument.

Negative

• Issuance of 32,971,466 new Class A shares raises the total to 38,529,284 Class A shares, significantly increasing the share count and diluting existing holders.

Insights

Capital markets analyst

Large note-to-equity conversion removes debt but adds substantial new shares.

Fangdd has converted a US$34,320,000 convertible promissory note into 32,971,466 Class A ordinary shares at US$1.0409 per share. This cancels the note in full, so no principal remains outstanding, and shifts the liability fully into equity. For a company of Fangdd's size, issuing tens of millions of new shares is a major capital structure event.

Alongside the conversion, Fangdd issued 12,731 Class C ordinary shares at US$1.81 per share to ZX International Ltd, which is controlled by the company's chairman and CEO. After these steps, total ordinary shares outstanding reach 38,548,413, split among Class A, B, and C. The company notes there is no change in control, indicating that voting power remains in similar hands despite the higher share count.

The equity issuance relies on private offering and Regulation S exemptions rather than a public sale, so any market impact will depend on how the new holders manage their positions over time. Subsequent disclosures in Fangdd's future reports may provide more detail on ownership distribution and any effects on per-share metrics following this sizable increase in outstanding shares.

Form 6-K: How Foreign Companies Report to the SEC →

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 2025

Commission file number: 001-39109

Fangdd Network Group Ltd.

Room 1501, Shangmei Technology Building

No. 15 Dachong Road

Nanshan District, Shenzhen, 518072

People’s Republic of China

Phone: +86 755 2699 8968

(Address and Telephone Number 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

Reference is made to the Current Report on Form 6-K furnished by Fangdd Network Group Ltd. (the “Company”) with the U.S. Securities and Exchange Commission on October 24, 2025 regarding, among other things, the entry into a convertible note purchase agreement with an investor (the “Note Purchase Agreement”) and a share subscription agreement with ZX International Ltd , a company incorporated in British Virgin Islands and controlled by Mr. Xi Zeng, the chairman of the board of directors and chief executive officer of the Company (the “Share Subscription Agreement”).

On December 5, 2025, the Company received a conversion notice from the investor (the “Noteholder”), the holder of the convertible promissory note in a principal amount of US$34,320,000 (the “Note”). The Note was issued to the Noteholder on October 24, 2025 by the Company pursuant to the Note Purchase Agreement to satisfy the Company’s payment obligations for the acquisition of certain assets from the Noteholder.

Pursuant to the terms of the Note and the conversion notice, the Noteholder has elected to convert the outstanding balance of the Note into an aggregate of 32,971,466 Class A ordinary shares of the Company (the “Conversion Shares”) at a conversion price of US$1.0409 per share. In accordance with the instructions from the Noteholder and the terms of the Note, the Conversion Shares were issued to certain permitted designees of the Noteholder (the “Permitted Designees”). After the issuance of the Conversion Shares, no amount of the Note will remain outstanding and the Note will be cancelled.

Following the conversion of the Note and pursuant to the Share Subscription Agreement, the Company has issued 12,731 Class C ordinary shares of the Company, at a purchase price of US$1.81 per share, to ZX International Ltd.

The conversion of the Note and issuance of Class C ordinary shares described above did not result in a change in control of the Company. Immediately after the conversion of the Note and issuance of Class C ordinary shares, the Company’s total number of ordinary shares outstanding is 38,548,413, comprising of 38,529,284 Class A ordinary shares, 5,450 Class B ordinary shares and 13,679 Class C ordinary shares.

The issuance of the Conversion Shares to the Permitted Designees upon conversion of the Note and the issuance of Class C ordinary shares are exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”) pursuant to Section 4(2) of the Securities Act regarding transactions not involving a public offering and is made in reliance on, and in compliance with, Regulation S under the Securities Act.

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EXHIBIT INDEX

Exhibit No.		Description
4.1		Form of Convertible Promissory Note

INCORPORATION BY REFERENCE

This Current Report on Form 6-K is hereby incorporated by reference into the registration statement of Fangdd Network Group Ltd. on Form F-3 (No. 333-289070) to the extent not superseded by documents or reports subsequently filed.

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Signature

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.

	Fangdd Network Group Ltd.
	By:	/s/ Xi Zeng
		Name:	Xi Zeng
		Title:	Chairman of the Board of Directors and Chief Executive Officer

Date: December 29, 2025

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FAQ

What corporate action did Fangdd Network Group Ltd. (DUO) report in this 6-K?

Fangdd reported that an investor converted a US$34,320,000 convertible promissory note into 32,971,466 Class A ordinary shares, and that it also issued 12,731 Class C ordinary shares to ZX International Ltd.

How many Fangdd Class A ordinary shares were issued upon conversion of the note?

The investor elected to convert the outstanding balance of the note into 32,971,466 Class A ordinary shares at a conversion price of US$1.0409 per share.

What is Fangdd Network Group Ltd.'s total share count after these transactions?

Immediately after the conversion and Class C share issuance, Fangdd has 38,548,413 ordinary shares outstanding, consisting of 38,529,284 Class A, 5,450 Class B and 13,679 Class C ordinary shares.

Did the note conversion and new Class C share issuance change control of Fangdd (DUO)?

No. Fangdd states that the conversion of the note and issuance of Class C ordinary shares did not result in a change in control of the company.

Who received the new Fangdd shares issued in these transactions?

The 32,971,466 Class A ordinary shares were issued to permitted designees of the noteholder, while the 12,731 Class C ordinary shares were issued to ZX International Ltd, which is controlled by Fangdd's chairman and CEO, Mr. Xi Zeng.

Under what U.S. securities law exemptions were Fangdd's new shares issued?

The conversion shares and Class C ordinary shares were issued under Section 4(2) of the Securities Act of 1933 for transactions not involving a public offering and in reliance on Regulation S.

What happens to the convertible promissory note after Fangdd's share conversion?

After issuing the 32,971,466 Class A ordinary shares, no amount of the note remains outstanding and the note will be cancelled, according to the company.