UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
AMENDMENT
NO. 1
FORM
6-K/A
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 2026
Commission
file number 001-40306
UTIME
LIMITED
7th
Floor Building 5A
Shenzhen
Software Industry Base
Nanshan,
Shenzhen
People’s
Republic of China
(Address
of principal executive office)
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
This
Amendment No. 1 (the “Amendment”) to the Form 6-K (the “Original Form 6-K”) originally filed with the
Securities and Exchange Commission by Utime Limited (the “Company”) on September 21, 2026 is being updated to
submit redacted versions of Exhibits 10.1 through 10.5 (the “Exhibits”), all of which are agreements to which the
Company is party. The Exhibits to the Original Form 6-K inadvertently contained certain non-material confidential information
which has since been redacted. Other than the aforementioned redactions, no other changes have been made to the Original 6-K.
INFORMATION
CONTAINED IN THIS FORM 6-K REPORT
Entry
into Advisory Services Agreement
On
September 8, 2026, UTime Limited, a Cayman Islands exempted company with limited liability (the “Company”), entered into
a Special Strategic Advisory Services Agreement (the “Advisory Services Agreement”) with Li Donghong (the “Advisor”),
pursuant to which the Advisor will provide advisory and analytical services related to the Company’s various business streams.
As consideration for these services, the Company has agreed to grant to the Advisor 600,000 of the Company’s Class A ordinary shares
(the “Ordinary Shares”), as described below. The Advisory Services Agreement is filed herewith as Exhibit 10.1 and incorporated
herein by reference.
Entry
into Business Development Agreement and Supplemental Agreement
On
April 1, 2026, the Company entered into a Business Development Agreement (the “Business Development Agreement”) with Keru
Jiang (the “Service Provider”), pursuant to which the Service Provider agreed to provide business development services to
the Company in exchange for cash compensation. On July 1, 2026, the Company and the Service Provider entered into a supplemental agreement
to the Business Development Agreement (the “Supplemental Agreement”) whereby the Service Provider agreed to be compensated
with equity from the Company, rather than cash. Pursuant to the Supplemental Agreement, the Company has agreed to grant to the Service
Provider 400,000 of the Company’s Ordinary Shares, as described below. The Business Development Agreement and Supplemental Agreement
are filed herewith as Exhibit 10.2 and Exhibit 10.3, respectively, and are incorporated herein by reference.
Entry
into Grant Agreements
On
September 17, 2026, the Company entered into grant agreements (the “Grant Agreements”) with each of the Advisor and the Service
Provider. Under these Grant Agreements, the Company issued a total of 1,000,000 Ordinary Shares (the “Shares”) to the Advisor
and the Service Provider, with the Shares to be issued under the Company’s 2026 Equity Incentive Plan.
The
form of Grant Agreements with the Advisor and the Service Provider are filed herewith as Exhibit 10.4 and Exhibit 10.5, respectively,
and are incorporated herein by reference.
Exhibit
Index
| Exhibit
No. |
|
Description |
| 10.1* |
|
Advisory Services Agreement |
| 10.2* |
|
Business Development Agreement |
| 10.3* |
|
Supplemental Agreement |
| 10.4* |
|
Form
of Grant Agreement with the Advisor |
| 10.5* |
|
Form
of Grant Agreement with the Service Provider |
*
Certain identified information has been excluded from this Exhibit because it is both (i) not material and (ii) the type of information
that the Company treats as private or confidential.
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.
| |
UTIME
LIMITED |
| |
|
| Dated:
October 5, 2026 |
By: |
/s/
Hengcong Qiu |
| |
Name: |
Hengcong
Qiu |
| |
Title: |
Chief
Executive Officer |
| |
|
(Principal
Executive Officer) |
