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 OF THE

SECURITIES EXCHANGE ACT OF 1934

For the month of, ~~February~~May 2025

Commission File Number 001-42528

LZ TECHNOLOGY HOLDINGS LIMITED

(Translation of registrant’s name into English)

Unit 311, Floor 3, No. 5999 Wuxing Avenue, Zhili Town, Wuxing District

Huzhou City, Zhejiang province, People’s Republic of China 313000

(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 ☐

~~Entry~~Changes ~~into~~in ~~a Material~~Registrant’s ~~Definitive~~Certifying ~~Agreement.~~Accountant

OnFormer ~~February 26, 2025, LZ Technology Holdings Limited~~Independent ~~(the~~Registered ~~“Company”)~~Public ~~entered~~Accounting into an underwriting agreement (the “Underwriting Agreement”) with Benjamin Securities, Inc., as representative of the underwriters named on Schedule A thereto (the “Representative”), relating to the Company’s initial public offering (the “Offering”) of an aggregate of 1,800,000 Class B ordinary shares (the “Shares”), par value $0.000025 per share (the “Class B Ordinary Shares”), at a public offering price of $4.00 per share (the “Offering Price”). Pursuant to the Underwriting Agreement, in exchange for the Representative’s firm commitment to purchase the Shares, the Company agreed to sell the Shares to the Representative at a purchase price of $3.72 (93% of the Offering Price). The Company also granted the Representative a 45-day over-allotment option to purchase up to an additional 270,000 Ordinary Shares at the Offering Price, representing fifteen percent (15%) of the Shares sold by the Company in the Offering, less underwriting discounts and a non-accountable expense allowance.Firm

~~The~~On April ~~Shares~~30, ~~commenced~~2025, ~~trading on~~ the ~~Nasdaq~~Audit ~~Capital Market~~Committee ~~under~~of the ~~symbol~~Board ~~“LZMH”~~of onDirectors ~~February~~of ~~27,~~LZ ~~2025.~~Technology ~~The~~Holdings ~~closing~~Limited of(the “Company”) approved the ~~Offering~~dismissal ~~took~~of ~~place~~Marcum onAsia ~~February~~CPAs ~~28,~~LLP ~~2025.~~(“Marcum ~~The~~Asia”) ~~aggregate~~as independent ~~gross~~registered ~~proceeds~~public ~~from~~accounting ~~the~~firm ~~Offering~~of ~~were~~the $7Company,~~200,000,~~ ~~before~~effective ~~deducting underwriting discounts and other related expenses~~immediately.

The ~~Shares~~audit ~~were~~reports ~~offered~~of Marcum ~~and~~Asia ~~sold~~on ~~pursuant to~~ the Company’s ~~Registration~~consolidated ~~Statement~~financial onstatements ~~Form F-1 (File No. 333-276234),~~ as ~~amended~~of ~~(the “Registration Statement”), initially filed with the Securities~~ and ~~Exchange~~for ~~Commission (~~the ~~“Commission”)~~years onended December 2231, 2023, and ~~declared~~2022 ~~effective~~contained no byadverse ~~the~~opinion ~~Commission on~~or ~~February~~disclaimer ~~26,~~of ~~2025,~~opinion and ~~the~~were ~~final~~not ~~prospectus~~qualified ~~filed~~or ~~with~~modified ~~the~~as ~~Commission on February 27, 2025 pursuant~~ to ~~Rule 424(b)(4) of the Securities Act. The Company intends to use the net proceeds from the Offering for research and development~~uncertainty, ~~international~~audit ~~expansions,~~scope ~~strategic~~or ~~acquisitions, marketing~~accounting ~~efforts and working capital~~principles.

~~The~~During ~~Underwriting~~the ~~Agreement~~Company’s ~~contained~~two ~~customary~~most ~~representations,~~recent ~~warranties~~fiscal years, and ~~covenants~~for by the ~~Company,~~subsequent ~~customary~~interim ~~conditions~~period tothrough ~~closing~~April 30, ~~indemnification~~2025, ~~obligations of~~ the Company ~~and~~had ~~the~~no ~~underwriters,~~“disagreements” (as ~~including~~described ~~for~~in ~~liabilities~~Item ~~under~~16F(a)(1)(iv) ~~the~~of ~~Securities~~Form ~~Act,~~20-F) ~~other~~with ~~obligations~~Marcum ofAsia ~~the~~on ~~parties~~any ~~and~~matter ~~termination provisions.~~of ~~The~~accounting ~~representations,~~principles ~~warranties~~or ~~and~~practices, ~~covenants~~financial ~~contained~~statement disclosure, inor ~~the~~auditing ~~Underwriting~~scope ~~Agreement~~or ~~were~~procedure, ~~made~~which ~~only~~disagreements, ~~for~~if ~~purposes~~not ofresolved ~~such agreement~~to ~~and~~the assatisfaction of ~~specific~~Marcum ~~dates~~Asia, ~~were~~would ~~solely~~have ~~for~~caused it ~~the~~to ~~benefit~~make ofreference ~~the~~in ~~parties~~connection towith ~~such~~its ~~agreement~~opinion ~~and~~to ~~may~~the be subject tomatter ~~limitations~~of ~~agreed upon by~~ the ~~contracting parties~~disagreements.

~~The~~During the Company’s ~~officers,~~two ~~directors~~most recent fiscal years, and for ~~all~~the subsequent ~~shareholders~~interim ~~have~~period ~~agreed~~through April 30, ~~subject~~2025, tothere ~~certain~~were ~~exceptions~~no reportable events (as defined by Item 16F(a)(1)(v) of Form 20-F), ~~not~~except tofor ~~offer~~the material weaknesses in the Company’s internal control over financial reporting previously disclosed in the Company’s registration statement on Form F-1, ~~issue~~as amended (File No. 333-276234), ~~sell~~initially filed with the U.S. Securities and Exchange Commission (“SEC”) on December 22, ~~contract~~2023 toand ~~sell~~declared effective on February 26, ~~encumber~~2025, ~~grant~~regarding ~~any~~(i) ~~option~~lack ~~for~~of ~~the sale~~sufficient ofand orcompetent ~~otherwise~~accounting ~~dispose~~staff and resources with appropriate knowledge of ~~any~~U.S. ~~ordinary~~GAAP ~~shares~~and orSEC ~~other~~reporting ~~securities~~and ~~convertible~~compliance ~~into~~requirements, or(ii) ~~exercisable~~lack orof ~~exchangeable~~robust ~~for~~and ~~ordinary~~formal ~~shares~~period-end ~~for~~financial areporting ~~period~~policies ~~starting~~and onprocedures ~~the~~in ~~date~~place ofto ~~the~~address ~~final~~complex ~~prospectus~~U.S. ~~until~~GAAP ~~180~~technical ~~days~~accounting ~~after~~and the ~~closing~~SEC reporting requirements, and (iii) lack of ~~the~~sufficient ~~Offering,~~controls ~~without~~designed ~~the~~and ~~prior~~implemented ~~written~~in IT environment and IT general control activities, mainly associated ~~consent~~with areas of ~~the~~access ~~underwriters~~logical security, system change management, IT operations, cyber security monitoring activities and service organization management.

~~The~~In ~~Underwriting~~accordance ~~Agreement~~with isItem 16F(a)(3) ~~filed~~of asForm ~~Exhibits 1.1~~20-F, tothe ~~this~~Company ~~report~~furnished onMarcum Asia with a copy of this Form 6-K, ~~(this~~providing ~~“Report”),~~Marcum ~~and~~Asia with the ~~description~~opportunity ofto furnish the ~~material~~Company ~~terms~~with a letter addressed to the SEC stating whether it agrees with the statements made by the Company herein in response to Item 16F(a) of Form 20-F, and if not, stating the ~~Underwriting~~respects ~~Agreement~~in which it does not agree. Attached as Exhibit 15.1 is a copy of Marcum ~~qualified~~Asia’s inletter ~~its~~addressed ~~entirety~~to bythe ~~reference~~SEC relating to ~~such~~the ~~exhibit~~statements made by the Company in this report.

~~Other~~New ~~Events~~Independent Registered Public Accounting Firm

On ~~February~~April 2630, 2025, the Audit Committee of the ~~Company~~Board ~~issued~~of aDirectors ~~press~~of ~~release~~the ~~announcing~~Company approved the ~~pricing~~appointment of ~~the~~GGF ~~Offering.~~CPA OnLTD ~~February~~(“GGF”) ~~28,~~as ~~2025,~~its ~~the~~new ~~Company~~independent registered ~~issued~~public aaccounting ~~press~~firm ~~release~~to ~~announcing~~ audit the ~~closing~~Company’s offinancial ~~the~~statements ~~Offering.~~for ~~Copies~~the offiscal ~~these~~year ~~press~~ended ~~releases~~December ~~are~~31, ~~attached~~2024 ~~hereto~~and asthe fiscal ~~Exhibits~~year ~~99.1~~ending ~~and~~December ~~99.2~~31, ~~respectively~~2025.

~~The~~During the Company’s ~~has~~two ~~adopted its~~most ~~Second~~recent ~~Amended~~fiscal years and through ~~Restated~~the subsequent ~~Memorandum~~interim ~~and~~period ~~Articles~~to ofApril ~~Association~~30, ~~which~~2025, ~~became~~the ~~effective~~Company ~~upon~~did not consult GGF with respect to (a) the ~~effectiveness~~application of ~~the~~accounting ~~Registration~~principles ~~Statement~~to ona ~~February~~specified 26transaction, ~~2025.~~either Acompleted ~~copy~~or proposed; or the type of audit opinion that might be rendered on the ~~Second~~Company’s consolidated ~~Amended~~financial statements, and ~~Restated~~neither ~~Memorandum~~a ~~and~~written ~~Articles~~report ofwas ~~Association~~provided ofto the Company isor ~~attached~~oral advice was provided that GGF concluded ~~hereto~~was an important factor considered by the Company in reaching a decision as ~~Exhibit~~to 3.the accounting, auditing or financial reporting issue; or (b) any matter that was the subject of either a disagreement as defined in Item 16F(a)(1)(iv) of Form 20-F or a reportable event as described in Item 16F(a)(1)(v) of Form 20-F.

This Form 6-K is hereby incorporated by reference into the registration statement of the Company on Form S-8 (File No. 333-286019) to the extent not superseded by documents or reports subsequently filed or furnished by the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

EXHIBIT INDEX

Exhibit No.		Description
1.1		Underwriting Agreement, dated as of February 26, 2025, by and between the Company and Benjamin Securities, Inc. (as representative of the underwriters named therein)
15.1		Letter from Marcum Asia CPAs LLP, dated May 1, 2025
3.1		Second Amended and Restated Memorandum and Articles of Association of the Company
99.1		Press Release dated February 26, 2025, announcing the pricing of the Company’s IPO.
99.2		Press Release dated February 28, 2025, announcing the closing of the Company’s IPO.

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: February 28, 2025	LZ TECHNOLOGY HOLDINGS LIMITED
Date: May 1, 2025	LZ TECHNOLOGY HOLDINGS LIMITED
	By:	/s/ Runzhe Zhang
		Runzhe Zhang
		Chief Executive Officer

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