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U Power Limited (UCAR) is registering for resale up to 2,778,507 Class A Ordinary Shares held by specified selling shareholders under a Rule 424(b)(7) prospectus. This is a secondary offering; the company states it will not receive any proceeds from share sales, but will cover registration expenses.
U Power is a Cayman holding company operating in China through PRC subsidiaries, focused on AI-integrated EV energy and UOTTA battery-swapping solutions. As of this prospectus, 25,705,848 Class A and 36,805 Class B shares were outstanding; Class B carries 100 votes per share and is convertible into Class A. The Class A shares trade on Nasdaq as “UCAR,” with a last reported price of $1.45 on May 27, 2026.
The filing highlights significant risks tied to operating and holding structure in China, including evolving PRC cybersecurity and data rules, overseas listing and CSRC filing requirements, capital controls affecting dividends, and potential delisting exposure under the HFCAA/Accelerating HFCAA if PCAOB access were again restricted. The company has not paid dividends and indicates it intends to retain earnings for expansion.
U Power Limited submitted Amendment No. 1 to its Form F-3 shelf registration, updating only the cover section and Part II. The amendment mainly re-files exhibit 23.2 (auditor consent of HCL PLLC) and amends and restates the exhibit index; the underlying prospectus and offering terms remain unchanged from the August 3, 2026 version.
The company, incorporated in the Cayman Islands and operating from Wuhu City, Anhui Province, describes broad indemnification protections for directors and officers under its articles of association, subject to Cayman public policy limits on fraud, dishonesty, and criminal conduct. It also restates standard Securities Act undertakings on post-effective amendments, incorporation by reference, treatment of free writing prospectuses, and the SEC’s position that indemnification for Securities Act liabilities is generally unenforceable where contrary to public policy.
U Power Limited, a Cayman Islands holding company with PRC operating subsidiaries, has filed a Form F-3 to register up to 9,756,100 Class A Ordinary Shares for resale by selling shareholders. These shares were privately placed with non-U.S. investors under Regulation S.
The company will not receive any proceeds from sales under this prospectus but will bear registration expenses; selling shareholders will pay any selling commissions. As of this prospectus, 35,461,948 Class A and 36,805 Class B Ordinary Shares are outstanding, with Class B carrying 100 votes per share and convertible into Class A.
U Power focuses on AI-integrated energy and EV battery-swapping solutions based on its UOTTA™ technology, with EV-related revenues of RMB17.1 million, RMB41.8 million, and RMB36.6 million for 2023, 2024, and 2025, respectively. The prospectus highlights extensive China regulatory, data, HFCAA, and Nasdaq listing risks, including a new Nasdaq $5 million market value continued listing requirement that allows immediate suspension and delisting without a cure period.
U Power Limited completed an equity financing with four non-U.S. purchasers under Regulation S on August 3, 2026. The investors subscribed for 9,756,100 Class A ordinary shares at $1.64 per share, for an aggregate purchase price of $16.0 million, pursuant to board-approved subscription agreements.
The Class A ordinary shares, with a par value of $0.0001 each, were sold to purchasers representing they were not U.S. persons and not acquiring for any U.S. person. U Power intends to use the net proceeds primarily to support hydrogen energy solutions and strategic acquisitions for intelligent data centers in Thailand.
BANK OF AMERICA CORP /DE/ filed an amended ownership report regarding U Power Ltd Class A Ordinary Shares. The filer reports 0.00 shares beneficially owned, representing 0.0% of the class, with no sole or shared voting or dispositive power over any shares. The filing states that beneficial ownership percentages are based on 25,705,848 shares outstanding as of May 28, 2026, as disclosed by U Power Ltd, and confirms that the reporting person now has ownership of 5 percent or less of this class of securities.
U Power Ltd director Bo Lyu submitted an initial Form 3 reporting insider status as a director of the company. The report lists no equity transactions or derivative positions, and the structured data shows zero shares bought, sold, acquired, or disposed.
U Power Limited reports governance changes. On June 30, 2026, independent director Jean Christophe Baron Von Pfetten resigned from the board and its audit, compensation, and nominating and corporate governance committees, stating his decision did not involve any disagreement regarding operations, policies, or practices.
To fill the vacancy, the board appointed Bo Lyu as an independent director effective July 1, 2026, and named him to the same three committees. The board determined he meets independence standards under Nasdaq and SEC rules. Lyu brings over 10 years of experience in corporate financing and public company management.
The company entered into an indemnification agreement with Lyu on July 1, 2026 and an independent director agreement on July 2, 2026 covering his service terms. The 6-K report is incorporated by reference into U Power’s registration statements on Form F-3, File Nos. 333-296308 and 333-282901.
U Power Limited has entered the data center energy sector through a new joint venture and project agreement in Southeast Asia. On April 23, 2026, it signed a joint venture agreement with Guofu Hydrogen Energy and Cloud Digital Chain to create Hydro Data Limited, a U Power-controlled entity formed in Hong Kong on May 20, 2026.
On May 26, 2026, Hydro Data Limited agreed with CEWA Group and Guofu Hydrogen Energy to deliver an integrated energy solution for a 100MW intelligence data center project in Rayong, Thailand. The plan starts with a 3MW pilot by the end of 2026 to test technology and economics before scaling. U Power aims to use this project to expand into comprehensive energy solutions for regional data centers and sees potential recurring revenue from system design, equipment, installation, operations, fuel supply, and energy management in Thailand’s growing data center market.