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 2026
Commission File Number: 001-42505
Huachen AI Parking Management Technology
Holding Co., Ltd,
(Translation of registrant’s name into English)
No. 6395 Hutai Road
Baoshan District, Shanghai, 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 ☐
On September 15, 2026, Huachen AI Parking Management
Technology Holding Co., Ltd, an exempted company incorporated and registered under the laws of the Cayman Islands (the “Company”),
entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with certain investors (the “Investors”)
for a best-efforts offering (the “Offering”) of 2,750,000 Class A ordinary shares, par value US$0.0000375 per share (each
a “Class A Ordinary Share”), accompanied by ordinary warrants to purchase up to 2,750,000 Class A Ordinary Shares (each an
“Ordinary Warrant”). The offering price is $1.00 for one Class A Ordinary Share accompanied by one Ordinary Warrant, for total
gross proceeds of US$2.75 million, before deducting placement agent fees and other offering expenses.
The Ordinary Warrants are exercisable immediately
upon issuance at an initial exercise price of $1.00 per Class A Ordinary Share and will have a term of three (3) years from the date of
issuance.
The exercise price and the number of shares issuable
under the Ordinary Warrants will be proportionately adjusted in the event of certain transactions involving our Class A Ordinary Shares,
including stock dividends or share splits, certain distributions and dividends, and rights offerings. Notwithstanding the foregoing, if
at any time while the Ordinary Warrants are outstanding, there occurs any share split, share dividend, reverse share split, or share combination,
recapitalization or other similar transaction involving the Class A Ordinary Shares (each, a “Share Combination Event”, and
the date of that Share Combination Event (or if the Share Combination Event occurs after the close of trading on the principal market,
the trading day following that date), the “Share Combination Event Date”), then, in addition and after giving effect to the
adjustments for that Share Combination Event elsewhere in the Ordinary Warrants, the exercise price shall be reduced, but in no event
increased, to the lowest VWAP during the period commencing five consecutive trading days immediately preceding and the five consecutive
trading days immediately following the Share Combination Event Date (as applicable, the “Event Market Price”); provided, that
in calculating the Event Market Price, the VWAP for Trading Days prior to the Share Combination Event Date shall be the VWAP reported
after adjusting for the Share Combination Event. The number of shares issuable under the Ordinary Warrants will be increased such that
the aggregate exercise price, after taking into account the decrease in the exercise price, shall be equal to the aggregate exercise price
on the issuance date for the warrant shares then outstanding.
The Ordinary Warrants also contain certain downward
adjustment mechanism and anti-dilution provisions. If at any time while the Ordinary Warrants are outstanding, the Company sells, enters
into an agreement to sell, or grant any option to purchase, or sell or grant any right to reprice, or otherwise dispose of or issue (or
announce any offer, sale, grant or any option to purchase or other disposition) any Class A Ordinary Shares or securities convertible
or exercisable into Class A Ordinary Shares, excerpt for certain exempt issuance (each a “Subsequent Equity Sale”) for a per
share price less than the then effective exercise price of the Ordinary Warrant in effect immediately prior to such Subsequent Equity
Sale (such lower price, the “Base Share Price”), the exercise price of the Ordinary Warrant shall be reduced to the lower
of (1) the Base Share Price and (2) the lowest VWAP during the period commencing five consecutive trading days immediately preceding and
ending on the fifth trading day immediately following the consummation of such Dilutive Issuance (as applicable, the “New Issuance
Price” and such period, the “New Issuance Adjustment Period”), effective as of the close of trading on the last trading
day of the New Issuance Adjustment Period. For the avoidance of doubt, if any Ordinary Warrants are exercised, on any given exercise date
during any such New Issuance Adjustment Period, solely with respect to such portion of such warrant converted on such applicable exercise
date, such applicable New Issuance Adjustment Period shall be deemed to have ended on, and included, the trading day immediately prior
to such exercise date. Notwithstanding the foregoing, if the Company enters into a variable rate transaction, the exercise price of the
Ordinary Warrant shall be reduced to the lowest possible price, conversion price or exercise price at which such securities may be issued,
converted or exercised.
Other than the adjustments above, in no event
shall the exercise price of the Ordinary Warrants be reduced below a floor price of $0.371, as adjusted for share dividends, share splits,
stock combinations and other similar transactions.
The Company also entered into a placement
agency agreement dated September 15, 2026 (together, the “Placement Agency Agreement”), with Maxim Group LLC (the “Placement
Agent”), to act as the Company's exclusive placement agent on a best-efforts basis in connection with the Offering. The Company
agreed to pay the Placement Agent a cash fee equal to 7% of the gross proceeds raised in the Offering and a reimbursement of expenses
of up to $50,000. In addition, if within nine (9) months following the closing of the Offering (or the termination of the Placement Agent's
engagement, other than for cause) the Company completes any financing with, or receives proceeds from, investors introduced by the Placement
Agent during the term of its engagement, the Company will pay the Placement Agent a cash fee of 7.0% of the gross proceeds of such financing.
Pursuant to the Placement Agency Agreement and
the Securities Purchase Agreement, the Company has agreed to certain restrictions on the issuance, sale, disposal and registration (subject
to certain exceptions) of any securities for thirty (30) days following the closing of this Offering, subject to certain customary exceptions,
without the prior written consent of the Placement Agent.
Additionally, the Company’s directors and
executive officers have entered into lock-up agreements (the “Lock-Up Agreements”) that generally prohibit the sale, transfer,
or other disposition of the Company's securities, without the prior written consent of the Placement Agent, for a period of ninety (90)
days following the closing of the Offering.
The Securities Purchase Agreement contains customary
representations, warranties and covenants of the Company and the Investors, as well as customary indemnification obligations of the parties.
The Company issued Class A Ordinary Shares accompanied by Ordinary Warrants on September 16, 2026. The Company received gross proceeds,
before deducting any fees or expenses, of approximately $2.75 million. The Company plans to use the proceeds for the purchase of insurance
coverage for the Company’s directors and officers and working capital and general corporate purposes.
The Company's securities described above were
offered pursuant to an effective registration statement on Form F-3 (SEC File No. 333-296529), that was previously filed with the Securities
and Exchange Commission (the “Commission”) on June 5, 2026, and declared effective on June 12, 2026 (the “Registration
Statement”), the base prospectus filed as part of the Registration Statement, and the prospectus supplement dated September 15,
2026. The Registration Statement, the base prospectus and the prospectus supplement relating thereto are available on the SEC's website
at www.sec.gov.
The foregoing description of the Placement Agency
Agreement, the Ordinary Warrants, the Securities Purchase Agreement, and the Lock-Up Agreements, are qualified in their entirety by reference
to the full text of each of the Placement Agency Agreement, the Ordinary Warrants, the Securities Purchase Agreement, and the Lock-Up
Agreements, the forms of which are attached hereto as Exhibit 1.1, 4.1, 10.1 and 10.2, respectively, to this Report on Form 6-K (this
“Report”), and which are incorporated herein in their entirety by reference.
Copies of the opinions of Mourant Ozannes (Cayman)
LLP and Ortoli Rosenstadt LLP relating to the legality of the issuance and sale of the Class A Ordinary Shares, the Ordinary Warrants
and the Pre-Funded Warrants, respectively, are filed as Exhibits 5.1 and 5.2 hereto, respectively.
Pursuant to the Offering, on September 15, 2026,
the Company issued a press release announcing the pricing of the Offering. A copy of the press release announcing the pricing of the Offering
is furnished as Exhibit 99.1 hereto. On September 16, 2026, the Company issued a press release announcing the closing of the Offering.
A copy of the press release announcing the closing of the Offering is furnished as Exhibit 99.2 hereto.
This Report (including the exhibits) is incorporated
by reference into the Company's Registration Statement on Form F-3 (File No. 333-296529), as amended.
This Report shall not constitute an offer to sell
or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer,
solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
This Report contains forward-looking statements.
Forward-looking statements include, but are not limited to, statements that express the Company's intentions, beliefs, expectations, strategies,
predictions or any other statements related to its future activities, future events or conditions. These statements are based on current
expectations, estimates and projections about the Company's business based, in part, on assumptions made by management. These statements
are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual
outcomes and results may differ materially from what is expressed or forecasted in the forward-looking statements due to numerous factors,
including those risks discussed in the Registration Statement, the Company's most recent Annual Report on Form 20-F, and in other documents
the Company files from time to time with the Commission. Any forward-looking statements speak only as of the date on which they are made,
and the Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date of
this Report, except as required by law.
EXHIBIT INDEX
| Exhibit No. |
|
Description |
| 1.1 |
|
Form of Placement Agency Agreement |
| 4.1 |
|
Form of Ordinary Warrant |
| 5.1 |
|
Opinion of Mourant Ozannes (Cayman) LLP |
| 5.2 |
|
Opinion of Ortoli Rosenstadt LLP |
| 10.1 |
|
Form of Securities Purchase Agreement |
| 10.2 |
|
Form of Lock-Up Agreement |
| 99.1 |
|
Press Release dated September 15, 2026 |
| 99.2 |
|
Press Release dated September 16, 2026 |
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.
| |
Huachen AI Parking Management Technology Holding Co., Ltd |
| |
|
|
| Date: September 16, 2026 |
By: |
/s/ Bin Lu |
| |
Name: |
Bin Lu |
| |
Title: |
Chief Executive Officer |
Exhibit 99.1
Huachen AI Parking Management Technology Holding Co., Ltd. Announces
Pricing of $2.75 Million Registered Direct Offering
Shanghai, China, Sept. 15, 2026 (GLOBE NEWSWIRE) -- Huachen AI Parking
Management Technology Holding Co., Ltd. (NASDAQ: HCAI, “Huachen” or the “Company”), a China-based provider
of equipment structural components and electric vehicle charging solutions and services, today announced that it has entered into securities
purchase agreements with certain institutional investors for the purchase and sale of an aggregate of 2,750,000 Class A Ordinary Shares,
par value of US$0.0000375 per share, of the Company (the “Ordinary Share”), and Ordinary Warrants to purchase up to 2,750,000
Class A Ordinary Share of the Company (the “Ordinary Warrant”), at a purchase price of $1.00 per Ordinary Share and accompanying
Ordinary Warrant. The aggregate gross proceeds from the Offering are expected to be approximately US$2.75 million, prior to deducting
placement agent fees, legal fees, administrative and other offering-related expenses.
Each Ordinary Warrant will be immediately exercisable upon issuance
at an initial exercise price of US$1.00, which is equal to the offering price per Ordinary Share and accompany Ordinary Warrant. The exercise
price of the Ordinary Warrant is subject to customary anti-dilution adjustments in connection with share splits, share combinations, dividend
distributions, subsequent equity sale and other corporate restructurings. The Ordinary Warrant will expire on the third anniversary of
the issuance date.
The transaction is expected to close on or about September 16, 2026,
subject to the satisfaction of customary closing conditions.
Maxim Group LLC is acting as the sole placement agent for the offering.
Ortoli Rosenstadt LLP is acting as U.S. securities counsel to the Company, and Pryor Cashman LLP is acting as U.S. securities counsel
to the placement agent, in connection with the Offering.
The registered direct offering is being made pursuant to the Company’s
registration statement on Form F-3 (File No. 333-296529) previously filed with the U.S. Securities and Exchange Commission (“SEC”),
which was declared effective by the SEC on June 12, 2026. A prospectus supplement relating to the securities will be filed by the Company
with the SEC. All information filed with the SEC can be obtained over the internet on the SEC’s website located at http://www.sec.gov.
Electronic copies of the final prospectus supplement and the accompanying prospectus may be obtained, when available, from Maxim Group
LLC, 300 Park Avenue, 16th Floor, New York, NY 10022, at (212) 895-3745 or by email at syndicate@maximgrp.com.
This press release does not constitute an offer to sell or the solicitation
of an offer to buy, nor will there be any sales of such securities in any jurisdiction in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the securities laws of such jurisdiction.
About Huachen AI Parking Management Technology Holding Co., Ltd.
Huachen AI Parking Management Technology Holding Co., Ltd. is an exempted
company incorporated under the laws of the Cayman Islands. Through its operating subsidiaries in the People's Republic of China, the Company
focuses on the provision of equipment structural components and electric vehicle charging solutions and services.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements
involve known and unknown risks and uncertainties and are based on current expectations and projections about future events and financial
trends that the Company believes may affect its financial condition, results of operations, business strategy and financial needs. Investors
can identify these forward-looking statements by words or phrases such as “may,” “will,” “expect,”
“anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,”
“potential,” “continue,” “is/are likely to” or other similar expressions, and includes such statements
regarding timing of closing, satisfaction of closing conditions, and expected proceeds from the offering. The Company undertakes no obligation
to update forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as
may be required by law.
These forward-looking statements are subject to substantial risks
and uncertainties that may cause actual results, performance or achievements to differ materially from those expressed or implied, including
without limitation: the Company’s ability to complete the Offering in accordance with the expected timeline and terms; satisfaction
of closing conditions; the planned use and actual deployment of net proceeds; adverse changes in global market conditions and capital
market sentiment; risks relating to the Company’s business strategy adjustment and asset optimization; the ability to maintain
the Company’s Nasdaq listing status; changes in industry policies and regulatory rules; future capital financing needs; and other
risk factors disclosed in the Company’s periodic filings and subsequent submissions with the SEC, including its Annual Report on
Form 20-F.
Although the Company believes that the expectations expressed in these
forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions
investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that
may affect its future results in the Company’s registration statement and in its other filings with the U.S. Securities and Exchange
Commission.
Contact
Huachen AI Parking Management Technology Holding Co., Ltd
Alan Li: ir@huachenai.com
Mobile: +852-95791074
Exhibit 99.2
Huachen AI Parking Management Technology Holding Co., Ltd Announces
Closing of US$2.75 Million Public Offering
SHANGHAI, China, Sept. 16, 2026 (GLOBE NEWSWIRE) -- Huachen
AI Parking Management Technology Holding Co., Ltd. (NASDAQ: HCAI, “HCAI” or “the Company”), a China based provider
of equipment structural components and electric vehicle charging solutions and services, today announced the closing of its previously
announced registered public offering conducted on a best-efforts basis.
The Company issued of an aggregate of 2,750,000
Class A Ordinary Shares, par value of US$0.0000375 per share, of the Company, and Ordinary Warrants to purchase up to 2,750,000 Class
A Ordinary Shares (the “Ordinary Warrant”), at a purchase price of $1.00 per Class A Ordinary Share and accompanying Ordinary
Warrant.
Each Ordinary Warrant is immediately exercisable
upon issuance at an initial exercise price of US$1.00, which is equal to the public offering price per Unit. The exercise price is subject
to customary anti-dilution adjustments in connection with share splits, share combinations, dividend distributions, subsequent equity
sale and other corporate restructurings. Each Ordinary Warrant will expire on the third anniversary of the issuance date.
The Company received total gross proceeds of approximately
US$2.75 million, prior to deducting placement agent fees, legal fees, administrative and other offering-related expenses. The Company
intends to use the net proceeds from the offering for working capital purposes and for the purchase of insurance coverage for the Company’s
directors and officers.
Maxim Group LLC acted as the sole placement agent
for the offering. Ortoli Rosenstadt LLP acted as U.S. securities counsel to the Company, and Pryor Cashman LLP acted as U.S. securities
counsel to the placement agent, in connection with the offering.
The offering was made pursuant to the Company’s
“shelf” registration statement on Form F-3 (File No. 333- 296529), initially filed with the U.S. Securities and Exchange Commission
(the “SEC”) on June 5, 2026 and declared effective on June 12, 2026. A prospectus supplement and accompanying base prospectus
describing the terms of the offering has been filed with the SEC and is available on the SEC’s website at www.sec.gov.
This press release is for informational purposes
only and does not constitute an offer to sell or a solicitation of an offer to buy any securities. No offering, sale or solicitation shall
be permitted in any jurisdiction where such offering or sale would be unlawful prior to registration, exemption or qualification under
the local securities laws of such jurisdiction.
About Huachen AI Parking Management Technology Holding Co., Ltd.
Huachen AI Parking Management Technology Holding
Co., Ltd. is an exempted company incorporated under the laws of the Cayman Islands. Through its operating subsidiaries in the People's
Republic of China, the Company focuses on the provision of equipment structural components and electric vehicle charging solutions and
services.
Forward-looking Statements
This press release contains forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking
statements involve known and unknown risks and uncertainties and are based on current expectations and projections about future events
and financial trends that the Company believes may affect its financial condition, results of operations, business strategy and financial
needs. Investors can identify these forward-looking statements by words or phrases such as “may,” “will,” “expect,”
“anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,”
“potential,” “continue,” “is/are likely to” or other similar expressions, and includes such statements
regarding timing of closing, satisfaction of closing conditions, and expected proceeds from the offering. The Company undertakes no obligation
to update forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as
may be required by law.
These forward-looking statements are subject to
substantial risks and uncertainties that may cause actual results, performance or achievements to differ materially from those expressed
or implied, including without limitation: the Company’s ability to complete the Offering in accordance with the expected timeline
and terms; satisfaction of closing conditions; the planned use and actual deployment of net proceeds; adverse changes in global market
conditions and capital market sentiment; risks relating to the Company’s business strategy adjustment and asset optimization; the
ability to maintain the Company’s Nasdaq listing status; changes in industry policies and regulatory rules; future capital financing
needs; and other risk factors disclosed in the Company’s periodic filings and subsequent submissions with the SEC, including its
Annual Report on Form 20-F.
Although the Company believes that the expectations
expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct,
and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to
review other factors that may affect its future results in the Company’s registration statement and in its other filings with the
U.S. Securities and Exchange Commission.
Investor & Media Contact
Huachen AI Parking Management Technology Holding
Co., Ltd
Alan Li
Email: ir@huachenai.com
Mobile: +852-95791074
