Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

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 September 2024

Commission File Number: 001-41658

Lucas GC Limited

(Exact name of registrant as specified in its charter)

Room 5A01, 4^th Floor,

Air China Building, Xiaoyun Road,

Sanyuanqiao, Chaoyang District,

Beijing 100027, 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

Lucas GC Limited, a Cayman Islands exempted company (the “Company”) is furnishing this Form 6-K to provide results for the six months ended June 30, 2024 in connection with the unaudited interim condensed consolidated financial statements for the six months ended June 30, 2024.

Exhibits Index

Exhibit No.		Description
99.1		Press Release - Lucas GC Limited Announces 1H 2024 Financial Results: Revenue at US$83.32 million with Increases in Both Gross Margin and Net Income Margin
101. INS		Inline XBRL Instance Document.
101. SCH		Inline XBRL Taxonomy Extension Schema Document
101. CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101. DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101. LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101. PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: September 26, 2024

	Lucas GC Limited

	By:	/s/ Howard Lee
	Name:	Howard Lee
	Title:	CEO and Chairman of the Board

Exhibit 99.1

Lucas GC Limited Announces 1H 2024 Financial Results:

Revenue at US$83.32 million with Increases in Both Gross Margin and Net Income Margin

NEW YORK, SEPTEMBER 26, 2024 (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, insurance and wealth management industry verticals, today announced its financial results for 1H fiscal year of 2024.

1H 2024 Financial Highlights

	●	Our revenue was RMB605.52 million (US$83.32 million) for the six months ended June 30, 2024, compared with RMB820.07 million for the six months ended June 30, 2023, representing a decrease of 26.16%.
	●	We recorded a gross margin of 33.54% for the six months ended June 30, 2024, representing an increase of 516 bps compared with that of the six months ended June 30, 2023.
	●	We recorded net income of RMB53.93 million (US$7.42 million) for the six months ended June 30, 2024, compared with RMB53.69 million for the six months ended June 30, 2023.
	●	Our net income margin increased to 8.91% for the six months ended June 30, 2024, compared with 6.55% for the six months ended June 30, 2023.

1H 2024 Operational Highlights

	●	Increased active registered users by 10% to 702,060 in 1H 2024 as compared to Dec 2023.
	●	Obtained two patents related to core Artificial Intelligence (AI) technology, bringing the total number of granted patents to 18.
	●	Signed two strategic agreements with publicly traded financial institutions, i.e. Bank of Ningbo and Industrial Securities Co., Limited., to port the AI LLM technology into wealth management vertical.
	●	Signed a strategic agreement with Beijing Fourth Paradigm Technology Co., Limited to develop Artificial Intelligence training programs.
	●	Won The 2024 Cberi Prize in The Most Valuable Brand for Investment during the Asian Brand Economy Conference (ABEC).

Management Commentary

Howard Lee, Chief Executive Officer of Lucas, said “We adopted a change of strategy in 1H 2024. We decided to position ourselves as a technology company rather than a service company. As a result, we started selling our technology to peers and let them deliver the assignments themselves, rather than compete with them. We tried to reduce our activities in delivering the recruitment assignments directly ourselves, and instead we focused on selling the technology and information to our peers and clients with products that have higher margins than those of assignment delivery services. That’s why we had significant gross margin improvement in 1H 2024 compared to 1H 2023. The revenue decrease was due to our change of strategy to focus on higher-margin products, as well as the effect of one-time post COVID recovery spike in China, making 1H 2023 a higher-than-normal-business-run-rate comparison.”

“In order to sustain our technological leads as a technology company, we have continued to invest significantly in research and development. R&D expenses increased by 2.45% compared to 1H 2023 due to continuous investments in AI-enabled technologies including Generative Pre-trained Transformer (GPT) and related artificial intelligence generated content (AIGC) technologies. R&D as a percentage of revenue was 13.31% in 1H 2024 compared with 9.59% in 1H 2023.”

“We had a strong growth of our user base: our active registered users reached 702,060 by June 2024, representing 10% growth in 1H 2024, compared to Dec 2023, setting the stage for strong revenue growth for the future, not only within human resource services, but in the areas such as IT outsourcing and information services. I also expect to execute acquisitions or form partnerships outside China that are accretive and will drive value for shareholders in the coming months.”

About Lucas GC Limited

With 18 granted U.S. and Chinese patents and over 74 registered software copyrights in the AI, data analytics and blockchain technologies, Lucas GC Limited is an AI technology-driven Platform as a Service (PaaS) company with over 702,060 agents working on its platform. Lucas’ technologies have been applied to the human resources, insurance and wealth management industry verticals. For more information, please visit: https://www.lucasgc.com/.

Forward-Looking Statements

Statements in this press release about future expectations, plans, and prospects, as well as any other statements regarding matters that are not historical facts, may constitute “forward-looking statements.” The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including the uncertainties related to market conditions. Any forward-looking statements contained in this press release speak only as of the date hereof, and Lucas GC Limited specifically disclaims any obligation to update any forward-looking statement, whether as a result of new information, future events, or otherwise.

For Investor Inquiries and Media Contact:

https://www.lucasgc.com/

ir@lucasgc.com

T: 818-741-0923

LUCAS GC LIMITED

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(All amounts in thousands, except for share and per share data, or otherwise noted)

	As of December 31,			As of June 30,
	2023			2024
	RMB			RMB			US$
				(Unaudited)
ASSETS
Current assets
Cash and cash equivalents		30,123			51,513			7,088
Restricted cash		100			-			-
Accounts receivable, net		28,144			46,448			6,391
Advance to suppliers, net		164,802			223,004			30,686
Deferred offering costs		6,541			706			97
Prepaid expenses and other current assets		1,626			1,616			222
Total current assets		231,336			323,287			44,484

Non-current assets
Software and equipment, net		48,299			76,388			10,511
Operating lease right-of-use assets, net		84			797			110
Deferred tax assets		12,103			12,897			1,775
Total non-current assets		60,486			90,082			12,396

TOTAL ASSETS		291,822			413,369			56,880

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Short-term borrowings		39,381			57,829			7,958
Accounts payable		35,217			51,997			7,155
Contract liabilities		13,552			17,203			2,367
Income tax payable		131			131			18
Amounts due to related parties		3,097			2,120			292
Operating lease liabilities, current		86			449			62
Accrued expenses and other current liabilities		3,766			3,580			490
Total current liabilities		95,230			133,309			18,342

Operating lease liabilities, non-current		-			401			55
Total non-current liability		-			401			55
TOTAL LIABILITIES		95,230			133,710			18,397

Shareholders’ equity
Ordinary shares (US$0.000005 par value; 10,000,000,000 and 10,000,000,000 shares authorized as of December 31, 2023 and June 30, 2024; 78,063,300 and 78,063,300 shares issued and outstanding as of December 31, 2023 and June 30, 2024, respectively)		3			3			-
Subscription receivables		(3	)		(3	)		-
Additional paid-in capital		113,554			142,255			19,575
Statutory reserve		19,559			23,758			3,269
Retained earnings		61,041			110,372			15,188
Accumulated other comprehensive (loss)/income		(11	)		427			59
Total Lucas GC Limited shareholders’ equity		194,143			276,812			38,091
Non-controlling interests		2,449			2,847			392
Total shareholders’ equity		196,592			279,659			38,483

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY		291,822			413,369			56,880

LUCAS GC LIMITED

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

(All amounts in thousands, except for share and per share data, or otherwise noted)

	For the six months ended June 30,
	2023			2024
	RMB			RMB			US$
	(Unaudited)			(Unaudited)
Revenues
Recruitment service		395,360			155,812			21,440
Outsourcing service		366,550			418,456			57,581
Others		58,162			31,250			4,300
Total revenues		820,072			605,518			83,321
Cost of revenues		(587,382	)		(402,438	)		(55,377	)
Gross profit		232,690			203,080			27,944

Operating expenses
Selling and marketing expenses		(41,678	)		(39,000	)		(5,367	)
General and administrative expenses		(61,389	)		(30,298	)		(4,169	)
Research and development expenses		(78,675	)		(80,612	)		(11,093	)
Total operating expenses		(181,742	)		(149,910	)		(20,629	)

Income from operations		50,948			53,170			7,315

Other/(expenses) income
Financial expenses, net		(273	)		(754	)		(104	)
Other income, net		2,535			718			99
Total other income/(expenses), net		2,262			(36	)		(5	)

Income before income tax benefit		53,210			53,134			7,310
Income tax benefit		482			794			109
Net income		53,692			53,928			7,419
Less: net income attributable to non-controlling interests		(397	)		(398	)		(55	)
Net income attributable to Lucas GC Limited		53,295			53,530			7,364

Net income		53,692			53,928			7,419
Other comprehensive income:
Foreign currency translation difference, net of tax of nil		6			438			60
Total comprehensive income		53,698			54,366			7,479
Less: total comprehensive income attributable to non-controlling interests		(397	)		(398	)		(55	)
Comprehensive income attributable to Lucas GC Limited		53,301			53,968			7,424

Net income per share:
Basic		0.68			0.69			0.09
Diluted		0.68			0.69			0.09

Weighted average shares outstanding used in calculating basic and diluted loss per share:
Basic		78,063,300			78,063,300			78,063,300
Diluted		78,063,300			78,063,300			78,063,300