U Power (Nasdaq: UCAR) raises $6M in underwritten unit offering
Rhea-AI Filing Summary
U Power Limited completed an underwritten follow-on public offering of 13,360,000 Units at $0.449 per Unit, raising approximately $6.0 million in gross proceeds before underwriting discounts and expenses. Each Unit contains one Class A ordinary share and one one-year Class A warrant.
The Class A warrants are immediately exercisable at an initial price of $0.449 per share, with automatic reductions on the 2nd and 5th trading days after closing to 70% and 50% of that price, or $0.3143 and $0.2245 per share, while proportionally increasing the underlying share count so the aggregate exercise price is unchanged. Holders may also use a zero exercise price option to receive twice the number of shares otherwise issuable on a cash exercise, without paying additional cash.
The company granted Maxim Group LLC, the sole underwriter, a 45‑day option to buy up to 2,004,000 additional Class A ordinary shares and/or 2,004,000 additional warrants, and the underwriter partially exercised this option for 1,890,000 warrants. Underwriting discounts equal 7% of the offering’s gross proceeds, and U Power agreed to reimburse up to $100,000 of the underwriter’s expenses.
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Insights
U Power raises $6M via a highly structured unit offering with short-dated, adjustable-price warrants.
U Power Limited completed a follow-on offering of 13,360,000 Units at $0.449 each, for gross proceeds of about $6.0 million. Each Unit includes one share and a one-year warrant whose exercise price steps down after the 2nd and 5th trading days following closing.
The warrants’ ratcheting exercise prices to $0.3143 and $0.2245, combined with proportional increases in underlying shares and a zero exercise price option, create strong incentives for warrant exercise and potential share issuance. Actual dilution depends on how holders use these features and future market prices.
The underwriter’s 45‑day option for up to 2,004,000 additional shares and/or 2,004,000 warrants, with a partial exercise for 1,890,000 warrants, adds further potential equity issuance. Subsequent company filings will show how much of this warrant overhang converts into shares and any resulting changes in U Power’s capital structure.
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 March 2026
Commission File Number: 001-41679
U Power Limited
18/F, Building 3, Science and Technology Industrial
Park
Yijiang District, Wuhu City, Anhui Province
People’s Republic of China, 241003
(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 ☐
Underwritten Follow-on Offering
On March 20, 2026, U Power Limited (the “Company”), closed its underwritten follow-on offering (the “Offering”) of 13,360,000 units (each, a “Unit,” and, collectively, the “Units”), with each Unit consisting of (i) one Class A ordinary share, par value $0.00001 per share (each, a “Class A Ordinary Share,” and, collectively, the “Class A Ordinary Shares”), and (ii) one Class A warrant to purchase one Class A Ordinary Share (each, a “Class A Warrant,” and, collectively, the “Class A Warrants”), at a public offering price of $0.449 per Unit, for aggregate gross proceeds to the Company of approximately $6 million, before deducting underwriting discounts and offering expenses payable by the Company. The Units, the Class A Ordinary Shares, the Class A Warrants, and the Warrant Shares are collectively referred to herein as the “Securities.” The Company also granted the underwriter an over-allotment option exercisable for up to forty-five (45) days after the date of the Offering, which permits the underwriter to purchase a maximum of 2,004,000 additional Class A Ordinary Shares and/or 2,004,000 additional Class A Warrants to purchase Class A Ordinary Shares. On March 19, 2026, the underwriter partially exercised its over-allotment option to purchase 1,890,000 Class A Warrants.
The Class A Warrants have a one-year term, are immediately exercisable after issuance, and have an initial exercise price of $0.449 per Class A Ordinary Share. On the 2nd and 5th trading day following the closing of the Offering, the exercise price of the Class A Warrants will be reduced to 70% and 50% of the initial exercise price, or $0.3143 and $0.2245 per Class A Ordinary Share, respectively. Upon each adjustment to the exercise price for the Class A Warrants, the number of issuable shares underlying the Class A Warrants will be proportionally increased so that the aggregate exercise price of the Class A Warrants will remain the same. The Class A Warrants also provide for a zero exercise price option, in which the holder will receive two (2) Class A Ordinary Shares that would be issuable upon a cash exercise of the Class A Warrant, without payment of additional consideration.
The Securities in the Offering were offered pursuant to the Company’s registration statement on Form F-1, as amended (File No. 333-294161), which was initially filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 10, 2026 and declared effective by the SEC on March 18, 2026.
The Offering was conducted pursuant to an underwriting agreement, dated March 19, 2026 (the “Underwriting Agreement”), by and between the Company and Maxim Group LLC, as the sole book-running manager in connection with the Offering. Underwriting discounts equaled 7% of the gross proceeds of the Offering, and the Company also agreed to reimburse Maxim Group LLC for certain of its offering-related expenses in an amount not to exceed $100,000.
Copies of the Underwriting Agreement, and the form of the Class A Warrant are attached hereto as Exhibits 10.1, and 4.1, respectively, and are incorporated herein by reference. The foregoing summaries of the terms of the Underwriting Agreement, and the Class A Warrant are subject to and qualified in their entirety by each such document.
Copies of the opinions of Maples and Calder (Hong Kong) LLP and Hunter Taubman Fischer & Li LLC relating to the legality of the issuance and sale of the Class A Ordinary Shares and the Class A Warrants, respectively, are filed as Exhibits 5.1 and 5.2 hereto, respectively.
In connection with the Offering, the Company issued a press release on March 19, 2026 announcing the pricing of the Offering and a press release on March 20, 2026 announcing the closing of the Offering. Copies of the press releases are attached hereto as Exhibits 99.1 and 99.2.
EXHIBIT INDEX
| Exhibit No. | Description | |
| 4.1 | Form of Class A Warrant | |
| 5.1 | Opinion of Maples and Calder (Hong Kong) LLP | |
| 5.2 | Opinion of Hunter Taubman Fischer & Li LLC | |
| 10.1 | Underwriting Agreement entered into by and between the Company and Maxim Group LLC, dated March 19, 2026 | |
| 99.1 | Press Release – U Power Limited Announces Pricing of $6.0 Million Public Offering | |
| 99.2 | Press Release – U Power Limited Announces Closing of $6.0 Million Public Offering |
1
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.
| U Power Limited | ||
| Date: March 20, 2026 | By: | /s/ Jia Li |
| Name: | Jia Li | |
| Title: | Chief Executive Officer and Chairman of the Board of Directors | |
2
Exhibit 99.1
U Power Limited Announces Pricing of $6.0 Million Public Offering
Shanghai, March 19, 2026 /PRNewswire/ -- U Power Limited (Nasdaq: UCAR) (the "Company" or "U Power"), a provider of AI-integrated solutions for next-generation energy grids and intelligent transportation systems, today announced the pricing of an underwritten public offering of 13,360,000 Units, on a firm commitment basis, at a price to the public of $0.449 per Unit.
Each Unit consists of one Class A ordinary share, par value $0.00001 per share (each, a “Class A Ordinary Share,” and collectively, the “Class A Ordinary Shares”), and one Class A warrant (each, a “Warrant,” and collectively, the “Warrants”). Each Warrant will expire one year from the date of issuance, and is exercisable immediately on the date of issuance at the initial exercise price of US$0.449 per share, subject to adjustment on the 2nd and 5th trading days following the closing of this Offering to the price that is equal to 70% and 50%, respectively, of the initial exercise price of the Warrants, and the number of Class A Ordinary Shares underlying the Warrants will be proportionately increased. The Warrants may, at any time following the closing of the Offering and in the holders’ sole discretion, be exercised in whole or in part by means of a zero exercise price option, in which the holders will receive twice the number of Class A Ordinary Shares that would be issuable upon a cash exercise of the Warrant, without payment of additional consideration.
The Company has granted the underwriter a 45-day option to purchase up to an additional 2,004,000 Class A Ordinary Shares and/or additional 2,004,000 Warrants, or any combination thereof, as determined by the underwriter, at its respective public offering price less underwriting discounts and commissions.
The gross proceeds from the offering, before deducting underwriting discounts and other offering expenses, and excluding any proceeds from exercise of the Warrants, are expected to be approximately $6.0 million. The closing of the offering is expected to occur on or about March 20, 2026, subject to the satisfaction of customary closing conditions.
Maxim Group LLC is acting as the exclusive underwriter for the offering.
The securities described above are being offered pursuant to a registration statement on Form F-1 (File No. 333-294161) initially publicly filed with the U.S. Securities and Exchange Commission (the "SEC") on March 10, 2026, under the Securities Act of 1933, as amended (the “Registration Statement”), which was declared effective by the SEC on March 18, 2026. The offering is being made only by means of a prospectus which forms a part of the effective registration statement. A preliminary prospectus relating to the offering has been filed with the SEC, and a final prospectus relating to the offering will be filed with the SEC before closing of the offering. Electronic copies of the preliminary prospectus and final prospectus, when available, may be obtained on the SEC's website at www.sec.gov and may also be obtained by contacting Maxim Group LLC at 300 Park Avenue, 16th Floor, New York, NY 10022, Attention: Prospectus Department, or by telephone at (212) 895-3745 or by email at syndicate@maximgrp.com.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or other 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 other jurisdiction.
About U Power Limited
U Power is a provider of comprehensive AI-integrated energy solutions that connect electric vehicles (EVs) with advanced energy infrastructure, optimizing both mobility and grid performance. Originally a distributor of various battery-swapping station models built on its proprietary modular battery-swapping technology UOTTA™, U Power has evolved into a provider of AI-integrated solutions for energy grids and transportation systems.
Through investments in next-generation technologies, U Power is building intelligent ecosystems that integrate resilient AI driven solutions able to transform EVs into dynamic energy assets. By incorporating AI algorithms, U Power’s comprehensive solutions for smart energy grids are designed to support autonomous EV driving, optimize energy replenishment efficiency, and seamlessly connect EV assets with advanced AI-powered transportation systems, enabling peak and off-peak energy load balancing.
For more information, please visit the Company's website: https://www.upower-limited.com/.
Safe Harbor Statements
This press release contains "forward-looking statements". Forward-looking statements reflect our current view about future events. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company's current expectations and projections about future events that the Company believes may affect its financial condition, results of operations, business strategy and financial needs, which include, without limitation, the expected completion, timing and size of the offering, and the expected closing date of the offering. Investors can identify these forward-looking statements by words or phrases such as "may," "will," "could," "expect," "anticipate," "aim," "estimate," "intend," "plan," "believe," "is/are likely to," "propose," "potential," "continue" or similar expressions. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. 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 statements and other filings with the U.S. Securities and Exchange Commission. For these reasons, among others, investors are cautioned not to place undue reliance upon any forward-looking statements in this press release. References and links (including QR codes) to websites have been provided as a convenience, and the information contained on such websites is not incorporated by reference into this press release.
Contact
U
Power Limited
Investor Relations Department
ir@upincar.com
The Equity Group
Lena Cati, Senior Vice President
212-836-9611 / lcati@theequitygroup.com
Alice
Zhang, Associate
212-836-9610 / azhang@theequitygroup.com
Exhibit 99.2
U Power Limited Announces Closing of $6.0 Million Public Offering
Shanghai, March 20, 2026 -- U Power Limited (Nasdaq: UCAR) (the “Company” or “U Power”), a provider of AI-integrated solutions for next-generation energy grids and intelligent transportation systems, today announced the closing of its underwritten public offering of 13,360,000 Units, on a firm commitment basis, at a price to the public of $0.449 per Unit (the “Offering”).
Each Unit consists of one Class A ordinary share, par value $0.00001 per share (each, a “Class A Ordinary Share,” and collectively, the “Class A Ordinary Shares”), and one Class A warrant (each, a “Warrant,” and collectively, the “Warrants”). Each Warrant expires one year from the date of issuance, and is exercisable immediately on the date of issuance at the initial exercise price of US$0.449 per share, subject to adjustment on the 2nd and 5th trading days following the closing of this Offering to the price that is equal to 70% and 50%, respectively, of the initial exercise price of the Warrants, and the number of Class A Ordinary Shares underlying the Warrants will be proportionately increased. The Warrants may, at any time following the closing of the Offering and in the holders’ sole discretion, be exercised in whole or in part by means of a zero exercise price option, in which the holders will receive twice the number of Class A Ordinary Shares that would be issuable upon a cash exercise of the Warrant, without payment of additional consideration.
The Company has granted the underwriter a 45-day option to purchase up to an additional 2,004,000 Class A Ordinary Shares and/or additional 2,004,000 Warrants, or any combination thereof, as determined by the underwriter, at its respective public offering price less underwriting discounts and commissions. On March 20, 2026, the underwriter partially exercised such option with respect to 1,890,000 Warrants.
The gross proceeds from the Offering, before deducting underwriting discounts and other offering expenses, and excluding any proceeds from exercise of the Warrants, were $6.0 million.
Maxim Group LLC acted as the exclusive underwriter for the Offering. Hunter Taubman Fischer & Li LLC served as U.S. securities counsel to the Company and Ellenoff Grossman & Schole LLP served as U.S. securities counsel to the underwriter.
The securities described above were offered pursuant to a registration statement on Form F-1 (File No. 333-294161) initially publicly filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 10, 2026, under the Securities Act of 1933, as amended (the “Registration Statement”), which was declared effective by the SEC on March 18, 2026. The Offering was made only by means of a prospectus which forms a part of the effective registration statement. A preliminary prospectus relating to the Offering has been filed with the SEC, and a final prospectus relating to the Offering was filed with the SEC on March 20, 2026. Electronic copies of the preliminary prospectus and final prospectus may be obtained on the SEC’s website at www.sec.gov and may also be obtained by contacting Maxim Group LLC at 300 Park Avenue, 16th Floor, New York, NY 10022, Attention: Prospectus Department, or by telephone at (212) 895-3745 or by email at syndicate@maximgrp.com.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or other 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 other jurisdiction.
About U Power Limited
U Power is a provider of comprehensive AI-integrated energy solutions that connect electric vehicles (EVs) with advanced energy infrastructure, optimizing both mobility and grid performance. Originally a distributor of various battery-swapping station models built on its proprietary modular battery-swapping technology UOTTA™, U Power has evolved into a provider of AI-integrated solutions for energy grids and transportation systems.
Through investments in next-generation technologies, U Power is building intelligent ecosystems that integrate resilient AI-driven solutions able to transform EVs into dynamic energy assets. By incorporating AI algorithms, U Power’s comprehensive solutions for smart energy grids are designed to support autonomous EV driving, optimize energy replenishment efficiency, and seamlessly connect EV assets with advanced AI-powered transportation systems, enabling peak and off-peak energy load balancing.
For more information, please visit the Company’s website: https://www.upower-limited.com/.
Safe Harbor Statements
This press release contains “forward-looking statements”. Forward-looking statements reflect our current view about future events. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company’s current expectations and projections about future events 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,” “could,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “is/are likely to,” “propose,” “potential,” “continue” or similar expressions. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. 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 statements and other filings with the U.S. Securities and Exchange Commission. For these reasons, among others, investors are cautioned not to place undue reliance upon any forward-looking statements in this press release. References and links (including QR codes) to websites have been provided as a convenience, and the information contained on such websites is not incorporated by reference into this press release.
Contact
U Power Limited
Investor Relations Department
ir@upincar.com
The Equity Group
Lena Cati, Senior Vice President
212-836-9611 / lcati@theequitygroup.com
Alice Zhang, Associate
212-836-9610 / azhang@theequitygroup.com
FAQ
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What are the key terms of U Power Limited’s Class A warrants?
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Filing Exhibits & Attachments
6 documentsPress Releases
Agreements & Contracts
