Huachen AI Parking (HCAI) sells 7M shares in $10.864M private deal

Rhea-AI Filing Summary

Huachen AI Parking Management Technology Holding Co., Ltd entered securities purchase agreements with certain investors on July 15, 2026 to issue and sell 7,000,000 Class A ordinary shares at US$1.552 per share, for a total cash purchase price of US$10,864,000.

The Class A ordinary shares, each with par value US$0.0000375, were issued on July 17, 2026 after the company received the full purchase price. The transaction was conducted as a private placement exempt from U.S. registration under Section 4(a)(2) of the Securities Act, Regulation D and Regulation S.

Filing Explained

Existing holders’ percentage ownership is reduced by the completed issuance, but the filing does not provide the share count needed to size that dilution.

The July 17, 2026 issuance is complete, and because 7,000,000 new Class A shares were issued, existing holders’ percentage ownership is reduced absent offsetting changes.

The private-placement exemption covers the issuance; it does not by itself establish freely resalable securities. The filing separately states that offering or selling the shares may require prior registration or qualification where securities laws require it.

The filing gives no post-issuance share count, so it does not establish the percentage reduction for existing holders.

Key Figures

Shares issued: 7,000,000 shares Offering price: US$1.552 per share Total purchase price: US$10,864,000 +3 more

6 metrics

Shares issued 7,000,000 shares Aggregate Class A ordinary shares sold to Investors

Offering price US$1.552 per share Per-share purchase price for the Purchased Shares

Total purchase price US$10,864,000 Aggregate cash consideration paid by Investors

Par value US$0.0000375 per share Par value of each Class A ordinary share

Agreement date July 15, 2026 Date securities purchase agreements were entered with Investors

Issuance date July 17, 2026 Date the company issued the Purchased Shares and received the Purchase Price

Key Terms

private placement, Section 4(a)(2), Regulation D, Regulation S, +1 more

5 terms

private placement regulatory

"The Purchased Shares were issued in a private placement exempt from the registration requirements"

A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.

Section 4(a)(2) regulatory

"exempt from the registration requirements of the U.S. Securities Act pursuant to Section 4(a)(2)"

Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.

Regulation D regulatory

"pursuant to Section 4(a)(2) thereof, Regulation D promulgated thereunder and/or Regulation S"

Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.

Regulation S regulatory

"Regulation D promulgated thereunder and/or Regulation S promulgated thereunder"

Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.

Securities Purchase Agreement financial

"summary of the Securities Purchase Agreement does not purport to be complete"

A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.

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FAQ

What securities did HCAI issue in the July 2026 financing?

Huachen AI Parking issued 7,000,000 Class A ordinary shares to certain investors. The shares are Class A ordinary shares with a par value of US$0.0000375 each, sold as part of a privately negotiated capital-raising transaction.

How much cash did Huachen AI Parking (HCAI) raise in this transaction?

The company raised a total cash purchase price of US$10,864,000 from investors. This amount reflects the sale of 7,000,000 shares at a purchase price of US$1.552 per share, which the company received on July 17, 2026.

At what price per share did HCAI sell its Class A ordinary shares?

Huachen AI Parking sold the Class A ordinary shares at US$1.552 per share. This per-share price, applied to 7,000,000 shares, resulted in a total purchase price of US$10,864,000 paid in cash by the participating investors.

When were the securities purchase agreements and share issuance completed for HCAI?

The securities purchase agreements were signed on July 15, 2026, and the company issued the shares on July 17, 2026. The full cash purchase price of US$10,864,000 was also received on July 17, 2026, coinciding with the issuance.

Under which U.S. securities law exemptions did HCAI conduct this share sale?

The offering was structured as a private placement exempt from U.S. registration under Section 4(a)(2) of the Securities Act, Regulation D, and Regulation S. These exemptions apply to private and certain offshore offerings to qualified or non-U.S. investors.

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 ended July 2026

Commission File No. 001-42505 

Huachen AI Parking Management Technology Holding Co., Ltd

(Translation of registrant’s name into English)

No.1018 Haihe Road, Dushangang Town,

Pinghu City, Jiaxing, Zhejiang Province,

China, 314205

(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 ☐

On July 15, 2026, Huachen AI Parking Management Technology Holding Co., Ltd , a Cayman Islands exempted company (the “Company”), entered into securities purchase agreements (the “Securities Purchase Agreements”) with certain investors (the “Investors”) relating to the issuance and sale of an aggregate of 7,000,000 Class A ordinary shares (the “Purchased Shares”), par value $0.0000375 per share, of the Company (the “Class A Ordinary Shares”), at US$1.552 per share, for a total purchase price of US$10,864,000 (the “Purchase Price”), payable in cash.

The Company received the Purchase Price on July 17, 2026 and issued the Purchased Shares on July 17, 2026. The Purchased Shares were issued in a private placement exempt from the registration requirements of the U.S. Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof, Regulation D promulgated thereunder and/or Regulation S promulgated thereunder.

The foregoing summary of the Securities Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Securities Purchase Agreement, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

This report does not constitute an offer to sell, or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.

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EXHIBIT INDEX

Exhibit No.		Description
10.1		Securities Purchase Agreement Dated July 15, 2026

2

SIGNATURE

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 hereunto duly authorized.

	Huachen AI Parking Management Technology Holding Co., Ltd,
Date: July 17, 2026	By:	/s/ Bin Lu
	Name:	Bin Lu
	Title	Chief Executive Officer

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Filing Exhibits & Attachments

1 document

Agreements & Contracts

• EX-10.1 SECURITIES PURCHASE AGREEMENT DATED JULY 15, 2026 145.5 KB