Subject to Completion, Dated August 26, 2022
PROSPECTUS
Q&K International Group Limited
US$300,000,000
Class A Ordinary Shares
Preferred Shares
Warrants
Units
Debt Securities
We may offer and
sell from time to time up to a total amount of US$300,000,000, consisting of (i) Class A ordinary shares, par value US$0.00001 per share, including in the form of American depositary shares, or ADSs, each representing one hundred and fifty
(150) Class A ordinary shares, (ii) preferred shares, (iii) warrants to purchase our Class A ordinary shares, (iv) units, and (v) debt securities, or any combination thereof, in one or more offerings under this
prospectus at prices and on terms described in one or more supplements to this prospectus.
We refer to our Class A ordinary shares,
ADSs, preferred shares, warrants, units and debt securities collectively as securities in this prospectus.
Each time we
sell securities, we will provide a supplement to this prospectus that contains specific information about the offering and the terms of the securities. The supplement may also add, update or change information contained in this prospectus. We may
also authorize one or more free writing prospectuses to be provided in connection with a specific offering. You should read this prospectus, any prospectus supplement and any free writing prospectus carefully before you invest in any of our
securities.
We may sell the securities registered hereunder to or through one or more underwriters, dealers and agents, or directly to
purchasers, or through a combination of these methods, on a continuous or delayed basis. See Plan of Distribution. If any underwriters, dealers or agents are involved in the sale of any of the securities, their names, and any applicable
purchase price, fee, commission or discount arrangements between or among them, will be set forth, or will be calculable from the information set forth, in the applicable prospectus supplement.
Our ADSs are listed on the NASDAQ Global Market and are traded under the symbol QK. On August 25, 2022, the closing price of our
ADSs on the NASDAQ Global Market was US$3.29 per ADS.
Investing in our securities involves risks. You should read the Risk
Factors section in this prospectus, any applicable prospectus supplement, any related free writing prospectus and the documents we incorporate by reference in this prospectus before investing in our securities.
This prospectus may not be used to offer or sell any securities unless accompanied by a prospectus supplement.
Q&K International Group Limited is not an operating company but a Cayman Islands holding company with operations conducted by our
subsidiaries in China. Investors in our securities have purchased securities of a holding company incorporated in the Cayman Islands. On October 26, 2021, we transferred all of our equity interest in the Shanghai Qingke Investment Consulting Co.,
Ltd., or the WFOE, to Wangxiancai Limited, which is beneficially owned by the legal representative and executive director of one of our subsidiaries, a related party (the Equity Transfer). The WFOE had a series of contractual
arrangements with Shanghai Qingke E-commerce Co., Ltd., or the VIE. Through the VIE and its subsidiaries (the VIE entities), we carried out certain rental apartment operation business prior to the
Equity Transfer. As a result of the Equity Transfer, we no longer conduct any operation through a variable interest entity. However, we did not account for the Equity Transfer as a discontinued operation and the financials of the WFOE and VIE
entities were consolidated into our unaudited interim condensed consolidated financial statements as of and for the six months ended March 31, 2022 as we have been involved in the settlement of liabilities of the WFOE and still have the control
over the allocation of remaining assets in the liquidation of the VIE entities. The WFOE and VIE entities contributed 30% and 0.4% of our consolidated revenues for the six months ended March 31, 2021 and 2022. As of the date hereof, we have
initiated bankruptcy proceedings with respect to major VIE entities. For more detailed discussion of how cash is transferred between our subsidiaries, WFOE and the VIE entities, see Our CompanyHow Cash is Transferred through Our
Organization in this prospectus. As used in this prospectus, unless the context otherwise requires, we, us, our company and our refer to Q&K International Group Limited and its
subsidiaries, except in the context of describing the consolidated financial information, also include the VIE entities.
We are exposed
to legal and operational risks associated with our operations in China. The PRC government has significant authority to exert influence on the ability of a company with operations in China, including us, to conduct its business. Changes in
Chinas economic, political or social conditions or government policies could materially and adversely affect our business and results of operations. We are subject to risks due to the uncertainty of the interpretation and the application of
the PRC laws and regulations, including but not limited to the risks of uncertainty about any future actions of the PRC government on U.S. listed companies. We may also be subject to sanctions imposed by PRC regulatory agencies, including CSRC, if
we fail to comply with their rules and regulations. Any actions by the PRC government to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in companies having operations in China, including us,
could significantly limit or completely hinder our ability to offer or continue to offer securities to investors, and cause the value of our securities to significantly decline or become worthless. These China-related risks could result in a
material change in our operations and/or the value of our securities, or could significantly limit or completely hinder our ability to offer securities to investors in the future and cause the value of such securities to significantly decline or
become worthless. See Our CompanyRecent PRC Regulatory Development in this prospectus and Item 3. Key InformationD. Risk Factors Risks Related to Doing Business in China in our Form 20-F for our fiscal year ended September 30, 2021, or FY 2021, which is incorporated herein by reference.
Our U.S.-based auditor, Marcum Bernstein & Pinchuk LLP, is not among the PCAOB-registered public accounting firms headquartered in the
PRC or Hong Kong that are subject to PCAOBs determination on December 16, 2021 of having been unable to inspect or investigate completely. However, we could still face the risk of delisting and cessation of trading of our securities from
a stock exchange or an over-the-counter market in the United States under the Holding Foreign Companies Accountable Act and the securities regulations promulgated
thereunder if the PCAOB determines in the future that it is unable to completely inspect or investigate the audit working papers of our auditor which are located in China. See Risk FactorsRisks Related to Doing Business in the
PRCIf the U.S. Public Company Accounting Oversight Board, or the PCAOB, is unable to inspect our auditors as required under the Holding Foreign Companies Accountable Act, the SEC will prohibit the trading of our ADSs. A trading prohibition for
our ADSs, or the threat of a trading prohibition, may materially and adversely affect the value of your investment. Additionally, the inability of the PCAOB to conduct inspections of our auditors would deprive our investors of the benefits of such
inspections in our Form 20-F for FY 2021, which is incorporated herein by reference.
Our
historical corporate structure is subject to risks associated with our contractual arrangements with the VIE entities. Our historical contractual arrangements might not be as effective as direct ownership in providing us with control over the VIE
entities and the termination of these agreements may incur additional costs. If the PRC government deems that our historical contractual arrangements with the VIE entities do not comply with PRC regulatory restrictions on foreign investment in the
relevant industries, or if these regulations or the interpretation of existing regulations change or are interpreted differently in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations. Our
Cayman Islands holding company, our PRC subsidiaries and VIE entities, and investors of our company face uncertainty about potential future actions by the PRC government that could affect the enforceability of the historical contractual arrangements
with the VIE entities and, consequently, significantly affect the historical financial performance of the VIE entities and our Company as a whole. See Risk FactorsRisks Related to Our Corporate StructureIf the PRC government
determines that the contractual arrangements with the VIE entities did not comply with PRC regulations, or if these regulations change or are interpreted differently in the future, our shares and/or ADSs may decline in value if we are deemed to be
unable to assert our contractual control rights over the assets of the VIE entities in this prospectus.
Neither the
Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or completeness of this prospectus, including any prospectus supplement, free writing prospectus and
documents incorporated by reference. Any representation to the contrary is a criminal offense.
The date of this prospectus is
, 2022.