Huachen AI Parking Management Technology Holding Co. (HCAI) SEC Filings

Huachen AI Parking Management Technology Holding Co., Ltd completed a 1-for-20 share consolidation effective October 23, 2026: each 20 outstanding Class A or Class B ordinary shares became one, with fractional entitlements rounded up to a whole share. Its Class A shares began trading on a post-consolidation basis under HCAI at the market open that day.

The post-consolidation Class A count is reported as approximately 518,998 in the main disclosure and approximately 518,997 in the accompanying press release; both give 26,667 Class B shares, compared with 10,379,942 Class A and 533,334 Class B shares beforehand. Authorized shares were reduced to 40,000,000,000 Class A and 10,000,000,000 Class B, while authorized share capital remained US$37,500,000. As of October 27, 2026, the warrants’ exercise price was adjusted to US$3.0563 per share and warrant shares to approximately 899,784; adjustments continued during the Share Combination Adjustment Period. Huachen said the split was intended to support compliance with Nasdaq’s $1.00 minimum bid-price rule, but it could not assure it would regain or maintain compliance.

Huachen AI Parking Management Technology Holding Co., Ltd (HCAI) shareholders approved a 20-for-1 consolidation of issued and unissued Class A and Class B ordinary shares, effective October 23, 2026. Each 20 shares will become one share, with fractional shares rounded up to the nearest whole ordinary share.

Shareholders also approved reducing Class B voting rights from 200 to 30 votes per share on matters at general meetings. The amended and restated memorandum and articles were approved conditional on approval of the voting-rights change and consolidation. All matters voted on were approved; the authorized share capital will be divided into 40,000,000,000 Class A shares and 10,000,000,000 Class B shares after the consolidation.

Huachen AI Parking Management Technology Holding Co., Ltd. is the issuer of the Class A ordinary shares for which Alta Partners LLC reports beneficial ownership of 675,000 shares, or 6.5% of the class. Alta Partners reports sole voting and dispositive power over 675,000 shares, with no shared power. It also holds Ordinary Warrants for 675,000 Class A ordinary shares, which are currently not exercisable because of a 4.99% beneficial ownership limitation. Steven Cohen, Alta Partners LLC’s managing member, signed the report.

Huachen AI Parking Management Technology Holding Co., Ltd (HCAI) is asking shareholders to approve a 20-for-1 consolidation of issued and unissued Class A and Class B ordinary shares, effective October 23, 2026, if approved. A separate proposal would formally reduce Class B voting rights from 200 to 30 votes per share; a Voting Waiver Agreement already limits the sole Class B shareholder’s effective voting power to 30 votes per share. A third proposal would replace the articles of association, conditional on approval of the first two proposals; shareholders will also consider adjournment if needed.

The board says the consolidation is intended to raise the market price to meet Nasdaq’s US$1.00 minimum bid-price requirement if needed. HCAI completed a 30-for-1 reverse split on April 13, 2026; because of that prior split, if a bid-price deficiency continues for 30 consecutive trading days, the company says it would have no compliance period and its shares would be subject to immediate delisting. The company says the consolidation may not increase the share price proportionately or permanently, could reduce liquidity, and does not assure continued Nasdaq listing.

Huachen AI Parking Management Technology Holding Co., Ltd reported $2,473,192 of continuing-operations revenue for the six months ended June 30, 2026, all from equipment structural parts, and $1,003,892 gross profit at a 41% margin. Net income was $51,273, versus $1,247,760 a year earlier; the 2025 result included $1,865,348 of income from discontinued operations, while continuing operations went from a $617,588 loss to $51,273 income. Cash and cash equivalents were $61,896 at June 30, 2026.

One customer accounted for 100% of first-half revenue and one supplier for 100% of cost of revenue. Huachen issued 7,000,000 Class A shares on July 17, 2026, in a private placement at $1.552 per share, receiving $10,864,000. It closed a registered direct offering on September 16, 2026, of 2,750,000 Class A shares with warrants to purchase up to 2,750,000 shares at $1.00 per share and accompanying warrant; gross proceeds were approximately $2.75 million before fees and expenses, for directors’ and officers’ insurance, working capital and general corporate purposes. A September 9, 2026, non-exclusive agreement with Beyinda establishes a precision-metal components framework without minimum purchase or sales commitments.

Huachen AI Parking Management Technology Holding Co., Ltd (HCAI) completed a registered best-efforts offering of 2,750,000 Class A ordinary shares together with ordinary warrants to purchase up to 2,750,000 Class A ordinary shares, at $1.00 per share-and-warrant for gross proceeds of $2.75 million under its Form F-3 shelf. The ordinary warrants are immediately exercisable at $1.00 per share, have a three-year term, and include anti-dilution and price-reset features subject to a floor of $0.371 per share. Maxim Group LLC acted as exclusive placement agent, earning a 7% cash fee plus up to $50,000 in expenses and a nine-month fee tail for certain future financings. Huachen plans to use the proceeds primarily for directors’ and officers’ insurance, working capital and general corporate purposes, and agreed to a 30-day issuance lock-up, while directors and executive officers entered 90-day lock-up agreements.

Huachen AI Parking Management Technology Holding Co., Ltd (HCAI) is conducting a best-efforts primary offering of up to 2,750,000 Class A Ordinary Shares and 2,750,000 Ordinary Warrants, at $1.00 per share and accompanying warrant, and registering the 2,750,000 shares issuable upon warrant exercise. Each warrant is exercisable immediately at $1.00 per share and expires three years after issuance, subject to a 4.99%/9.99% beneficial ownership cap and anti-dilution adjustments. Shares outstanding will increase from 7,629,942 to 10,379,942 Class A shares if the full equity portion is sold, with additional dilution possible upon warrant exercise. Estimated gross proceeds are $2.75 million and net proceeds before expenses are $2.56 million, intended for working capital and general corporate purposes. The company is a Cayman holding entity whose operations are conducted in China through PRC subsidiaries, and it highlights PRC regulatory, cash-transfer, cybersecurity, HFCA Act and Nasdaq listing risks for investors.

Huachen AI Parking Management Technology Holding Co., Ltd (HCAI) entered into a non-exclusive strategic cooperation framework agreement with Hong Kong-based Beyinda Limited, a manufacturer of metal structural components, to help expand Beyinda’s precision metal components sales in mainland China across new energy vehicle, charging infrastructure, energy storage and other industrial applications.

The arrangement is a high-level framework only: it creates no minimum purchase or sales commitments, and key commercial terms such as product quantities, pricing, delivery, payment, revenue sharing, commissions and other compensation will be set, if at all, in future specific orders or transaction documents. Huachen states there is no assurance that any such orders will be entered into or that the cooperation will generate revenue, positioning this as an order-driven opportunity rather than a committed revenue source.

Huachen AI Parking Management Technology Holding Co., Ltd (HCAI) reported results of an August 18, 2026 Class A shareholders’ meeting and an extraordinary general meeting. Class A holders representing 94.37% of the 7,629,942 Class A ordinary shares outstanding as of July 21, 2026 approved a class resolution related to changing Class B voting rights and adopting amended and restated constitutional documents.

At the subsequent extraordinary general meeting, Class A and Class B shareholders representing 98.19% of total voting power approved: (1) increasing Class B voting rights from 30 to 200 votes per share, (2) adopting an amended and restated memorandum and articles of association reflecting this change, and (3) an adjournment authority. Afterward, the sole Class B shareholder entered into a Voting Rights Waiver Agreement irrevocably waiving the additional 170 votes per share so that the effective voting power of each Class B share remains at 30 votes. The company also plans to call another extraordinary general meeting to formally reduce the Class B voting power back to 30 votes per share in its governing documents.