|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)
|
AIFU INC. (Name of Issuer) |
Class A ordinary share, par value $0.4 per share (Title of Class of Securities) |
G3314G110 (CUSIP Number) |
MAASE INC. c/o Min Zhou, 12F Block B Longhu Xicheng, Tianjie, No. 399 Huazhaobi Xishun Street Sichuan, F4, 610036 86-028-86762596 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
12/22/2025 (Date of Event Which Requires Filing of This Statement) |

SCHEDULE 13D
|
| CUSIP No. | G3314G110 |
| 1 |
Name of reporting person
Maase Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
![]() | ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,642,774.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
| 13 | Percent of class represented by amount in Row (11)
7.85 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Class A ordinary share, par value $0.4 per share |
| (b) | Name of Issuer:
AIFU INC. |
| (c) | Address of Issuer's Principal Executive Offices:
1-10, Jinzhong Guobin, Xili Street, Shenzhen,
CHINA
, 518055. |
| Item 2. | Identity and Background |
| (a) | This statement on Schedule 13D/A is being filed by Maase Inc. (the "Reporting Person"). |
| (b) | The principal business and office address of the Reporting Person is 12F, Block B, Longhu Xicheng Tianjie No. 399 Huazhaobi Xishun Street, Jinniu District, Chengdu, Sichuan Province, People's Republic of China. |
| (c) | The Reporting Person is a holding company whose Class A ordinary shares are listed on the Nasdaq Global Market. Through its various subsidiaries, the Reporting Person operates as a leading provider of intelligent technology-driven family and enterprise services in China. |
| (d) | During the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | During the last five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, is or was subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such law. |
| (f) | Reporting Person is an exempt company with limited liability incorporated under the laws of Cayman Islands. |
| Item 3. | Source and Amount of Funds or Other Consideration |
Item 3 is hereby amended and supplemented in its entirety as follows:
Not applicable. The transaction described in Item 5 involved an issuance of shares by the Issuer to a third party. The Reporting Person was not a party to this transaction and did not provide any funds or other consideration. | |
| Item 4. | Purpose of Transaction |
Item 4 is hereby amended and supplemented in its entirety as follows:
This Amendment No. 5 is filed to report that the Reporting Person's aggregate percentage beneficial ownership and voting power in the Issuer was diluted as a result of the Issuer's issuance of shares as described in Item 5 below. The Reporting Person holds the Ordinary Shares for investment purposes. The Reporting Person intends to review their investment in the Issuer on a continuing basis. The Reporting Person may in the future take such actions with respect to its investment in the Issuer as it deems appropriate, including changing its current intentions, with respect to any or all matters required to be disclosed in this Schedule 13D/A, depending on various factors, including but not limited to the Issuer's business, prospects, financial position and strategic direction, price levels of the ordinary shares, conditions in the securities markets, and general economic and industry conditions. Consistent with the Reporting Person's investment purposes, the Reporting Person may engage in communications with, without limitation, one or more shareholders of the Issuer, management of the Issuer or one or more members of the board of directors of the Issuer, and may make suggestions concerning the Issuer's operations, prospects, business and financial strategies, strategic direction and transactions, assets and liabilities, business and financing alternatives and such other matters as the Reporting Person may deem relevant to their investment in the Ordinary Shares. The Reporting Person expects that it will, from time to time, review its investment position in the Issuer and may make additional purchases of Ordinary Shares (or other securities convertible or exercisable into Ordinary Shares) in the open market or in privately negotiated transactions, or hold or dispose of all or part of its investments in the Ordinary Shares, depending upon the Reporting Person's evaluation of the Issuer's business, prospects, financial condition and strategic direction, the market for the ordinary shares, other opportunities available to the Reporting Person, general economic conditions, stock market conditions and other factors. The Reporting Person has no present plans or proposals that relate to or that would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D of the Act. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | The responses of the Reporting Person to Rows (7) through (13), including the footnotes thereto, of the cover pages of this Schedule 13D/A are hereby incorporated by reference in this Item 5.
The information set forth in Item 2, 3 and 4 above is hereby incorporated by reference.
On December 22, 2025, the Issuer completed the issuance of 5,000,000 Class B ordinary shares to Expansion Group Ltd (the "Share Issuance"). The Reporting Person did not acquire or dispose of any shares in this transaction and continue to beneficially owned 1,642,774 Ordinary Shares, including 367,774 Class A ordinary shares and 1,275,000 Class B ordinary shares of the Issuer. However, as a direct result of the increase in the total number of the Issuer's outstanding shares from the Share Issuance, the Reporting Person's aggregate beneficial ownership was diluted from approximately 10.35% to approximately 7.85%, and their aggregate voting power was diluted from approximately 48.55% to approximately 16.75%.
The percentage of beneficial ownership of the Reporting Person is based on 20,935,271 ordinary shares, including 13,435,271 Class A ordinary shares and 7,500,000 Class B ordinary shares, of the Issuer outstanding as of December 22, 2025. The Class B ordinary shares are treated as converted into Class A ordinary shares only for the purpose of calculating the percentage ownership. Percentage of aggregate voting power is calculated by dividing the voting power beneficially owned by each Reporting Person by the voting power of all of our Class A ordinary shares and Class B ordinary shares as a single class. Each Class A ordinary share is entitled to one (1) vote while each Class B ordinary share is entitled to one hundred (100) votes on any and all matters submitted for a vote. Our Class A ordinary shares and Class B ordinary shares vote together as a single class on all matters submitted to a vote of our shareholders, except as may otherwise be required by law. |
| (b) | The Reporting Person has sole voting and dispositive power over the ordinary shares of reported in this Schedule 13D/A. |
| (c) | During the 60 days preceding the filing of this Schedule 13D/A, the Reporting Person and, to its knowledge, none of the director and officer of Reporting Person has effected any transactions in the Ordinary Shares except as reported herein. |
| (d) | To the best knowledge of the Reporting Person, except for the agreements described in this Schedule 13D/A, no one other than the Reporting Person, or the holders of interests in the Reporting Person, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Ordinary Shares. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Item 6 is hereby amended by incorporating by reference the information set forth in Item 3 above. There are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Persons and any person with respect to any securities of the Company, including, but not limited to, transfer or voting of any securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies. | |
| Item 7. | Material to be Filed as Exhibits. |
Exhibit 1: List of directors and executive officers of Maase Inc. (filed herewith) |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
|
|