[6-K] Karooooo Ltd. Current Report (Foreign Issuer)

Rhea-AI Filing Summary

U Power Limited (Nasdaq: UCAR) filed a Rule 424(b)(5) prospectus supplement for a small registered direct offering aimed at raising fresh working capital.

• Securities: 445,000 Class A ordinary shares at $2.50 each and pre-funded warrants for up to 106,628 shares (exercise price $0.0001) sold to one institutional investor. A concurrent private placement issues 551,628 five-year warrants (exercise price $2.50) that are exempt from registration.
• Gross proceeds: US $1.379 million; net to issuer ≈ US $1.283 million after 7 % placement fee and up to $40k expenses payable to Maxim Group.
• Market context: Offer equals ~13.6 % of the public float and remains within the one-third-of-float limit under Form F-3, I.B.5.
• Dilution: Additional equity plus potential exercise of a total 658,256 warrants could raise dilution risk for existing holders.
• Use of proceeds: general working capital to advance EV battery-swapping (UOTTA) commercialization; specific allocations not detailed.
• Key risks reiterated: PRC regulatory intervention, HFCAA delisting threat, data-security reviews, evolving CSRC filing regime, Cayman holding-company structure and no near-term dividends. Pre-funded warrants lack a public market.
• Status: Closing expected 25 Jul 2025, subject to customary conditions.

Positive

• Capital infusion of roughly US$1.28 m provides near-term liquidity without bank debt.
• Pricing parity: Warrants strike at the offering price ($2.50), aligning future exercise with investor interests.
• Regulatory compliance: Company confirms possession of all required PRC licences and no CAC review trigger.

Negative

• Dilution risk: Up to 658,256 additional shares from warrants plus 445,000 new shares reduce existing holder ownership by ~15 %.
• Minimal proceeds relative to operating needs may necessitate further dilutive financings.
• Ongoing PRC uncertainties (CSRC filings, data security, HFCAA) could impair listing status and valuation.
• Liquidity concern: Pre-funded warrants lack a trading market, limiting investor exit options.

Insights

Equity Capital Markets Analyst

TL;DR: Small raise improves liquidity but adds dilution; strategically neutral.

The $1.28 m net inflow extends runway yet is immaterial relative to FY-24 cash burn. Because shares plus 658k potential warrant shares equal ~15 % of current outstanding, dilution outweighs capital inflow. Pricing at a 15 % discount to the prior $2.93 close suggests limited institutional appetite. However, the deal preserves Form F-3 capacity and signals that UCAR can still tap U.S. markets despite heightened PRC scrutiny. Impact: modestly negative for per-share value, neutral for financing flexibility.

China Regulatory Risk Specialist

TL;DR: Filing highlights persistent China policy exposure; no new permissions required yet.

The supplement restates extensive PRC legal caveats—CSRC filing obligations, CAC data reviews, HFCAA delisting risk—yet counsel affirms all current licences are in place and cybersecurity review not triggered. No immediate approval appears necessary for this raise, but future offerings must be filed within three business days post-closing. Investors remain exposed to sudden rule shifts that could impair offshore capital access or force restructuring. Overall regulatory stance: unchanged, still high-risk but manageable at present.

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 July, 2025

Commission File Number: 001-40300

KAROOOOO LTD.

(Exact name of registrant as specified in its charter)

1 Harbourfront Avenue
Keppel Bay Tower #14-07
Singapore 098632

+65 6255 4151

(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 ☐

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, thereunto duly authorized.

	Karooooo Ltd.
	By:	/s/ Isaias (Zak) Jose Calisto
		Name:	Isaias (Zak) Jose Calisto
		Title:	Chief Executive Officer

Date: July 25, 2025

1

EXHIBIT INDEX

Exhibit No.		Description
99.1		Results of the Annual General Meeting of Karooooo Limited, held on July 25, 2025

2

FAQ

How many new UCAR shares are being issued in this offering?

The company is issuing 445,000 Class A ordinary shares plus pre-funded warrants convertible into up to 106,628 shares.

What gross and net proceeds will U Power Limited (UCAR) receive?

Gross proceeds are US$1.379 million; estimated net proceeds after fees and expenses are about US$1.283 million.

At what price are the shares and warrants being sold?

Each share (or pre-funded warrant) is priced at $2.50; pre-funded warrants have a token $0.0001 exercise price.

Will the new warrants trade publicly?

No. The pre-funded warrants are unlisted and have no expected public market, limiting their liquidity.

Does UCAR need new PRC approvals for this U.S. offering?

Counsel states no additional PRC permissions are currently required, but a CSRC filing must occur within three working days after completion.

How might this financing affect existing shareholders?

Issuance of new shares and potential warrant exercises will dilute percentage ownership and could pressure the share price.