U Power (NASDAQ: UCAR) sells 2.9M new shares to non-U.S. investors

Rhea-AI Filing Summary

U Power Limited entered into subscription agreements with seven non-U.S. purchasers to sell new equity. The purchasers agreed to buy an aggregate of 2,900,000 Class A ordinary shares at $1.10 per share, for a total purchase price of $3,190,000, under Regulation S.

The board of directors approved these agreements. Closing of the transactions is scheduled for April 7, 2026, or another date agreed in writing between the company and the purchasers.

Insights

Equity Capital Markets Analyst

U Power raises $3.19M through a Regulation S equity sale.

U Power Limited is issuing 2,900,000 new Class A ordinary shares at $1.10 per share, bringing in gross proceeds of $3,190,000. The shares are sold to seven non-U.S. purchasers under Regulation S, meaning they are placed offshore.

This transaction adds equity capital without disclosed debt, which can support operations or growth, though specific uses are not described. The board approved the agreements, and closing is set for April 7, 2026, indicating a near-term cash infusion once conditions are met.

Key Figures

Shares issued: 2,900,000 shares Share price: $1.10 per share Gross proceeds: $3,190,000 +2 more

5 metrics

Shares issued 2,900,000 shares Class A ordinary shares under Subscription Agreements

Share price $1.10 per share Purchase price for Class A ordinary shares

Gross proceeds $3,190,000 Aggregate purchase price for the subscribed shares

Regulation S reference Rule 902 Exemption used for offshore share offering

Closing date April 7, 2026 Scheduled closing of the share subscription

Key Terms

Regulation S, Rule 902, U.S. persons, Class A ordinary shares, +1 more

5 terms

Regulation S regulatory

"in reliance on Rule 902 of Regulation S promulgated under the Securities Act of 1933"

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.

Rule 902 regulatory

"in reliance on Rule 902 of Regulation S promulgated under the Securities Act of 1933"

U.S. persons regulatory

"were not “U.S. persons” as defined in Rule 902(k) of Regulation S"

"U.S. persons" are individuals or entities considered to be based in or subject to the laws of the United States. This includes U.S. citizens, residents, and certain organizations or businesses registered or organized under U.S. law. Recognizing who qualifies as a U.S. person is important for investors because it determines which rules, regulations, and tax obligations apply to them when dealing with financial transactions or investments across borders.

Class A ordinary shares financial

"an aggregate of 2,900,000 Class A ordinary shares, par value US$0.0001 per share"

Class A ordinary shares are a type of ownership stake in a company that typically grants voting rights to shareholders, allowing them to have a say in important company decisions. They often come with priority in receiving dividends or profits, making them attractive to investors seeking influence and potential income. These shares help distinguish different levels of ownership and rights within a company's stock structure.

Subscription Agreements financial

"entered into subscription agreements (the “Subscription Agreements”) with seven purchasers"

A subscription agreement is a signed contract in which an investor promises to buy a specified number of a company’s shares or securities under set terms — price, quantity, payment schedule and any conditions. Think of it like a formal deposit and purchase plan for stock: it locks in the sale and the buyer’s obligations and often sets protections or restrictions that affect ownership, dilution and the company’s ability to raise more money, so investors can assess risk and control.

Form 6-K: How Foreign Companies Report to the SEC →

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 April 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

(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 ☐

Entry Into Material Definitive Agreements

On April 7, 2026, U Power Limited, an exempted company with limited liability formed in the Cayman Islands (the “Company”), entered into subscription agreements (the “Subscription Agreements”) with seven purchasers (collectively, the “Purchasers”). Pursuant to the Subscription Agreements, and in reliance on Rule 902 of Regulation S (“Regulation S”) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), the Purchasers agreed to subscribe for and purchase from the Company, and the Company agreed to issue and sell to the Purchasers, an aggregate of 2,900,000 Class A ordinary shares, par value US$0.0001 per share, of the Company (the “Class A Ordinary Shares”), at a purchase price of $1.10 per share, for an aggregate purchase price of $3,190,000. The Purchasers represented that they were not residents of the United States and were not “U.S. persons” as defined in Rule 902(k) of Regulation S and were not acquiring the Class A Ordinary Shares for the account or benefit of any U.S. person.

The closing of the foregoing transactions contemplated will take place on April 7, 2026 or such other date the Company and the Purchasers may agree upon in writing. The entry into the Subscription Agreements and the transaction contemplated thereby have been approved by the Company’s board of directors.

The foregoing description of the Subscription Agreements is qualified in its entirety by reference to the full text of the Subscription Agreements, a form of which is attached hereto as Exhibit 10.1.

1

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.

	U Power Limited
Date: April 7, 2026	By:	/s/ Jia Li
	Name:	Jia Li
	Title:	Chief Executive Officer

2

EXHIBIT INDEX

Exhibit No.		Description
10.1		Form of Subscription Agreement

3

FAQ

What did U Power Limited (UCAR) announce in this Form 6-K?

U Power Limited announced subscription agreements to issue 2,900,000 new Class A ordinary shares. Seven non-U.S. purchasers will buy these shares under Regulation S, providing the company with gross proceeds of $3,190,000 once the transaction closes.

How much capital is U Power Limited (UCAR) raising and at what price?

U Power Limited is raising $3,190,000 by issuing 2,900,000 Class A ordinary shares. The agreed purchase price is $1.10 per share, as set out in the subscription agreements approved by the company’s board of directors.

Who are the purchasers in U Power Limited’s (UCAR) share subscription?

Seven purchasers are participating in the share subscription and are treated collectively as the purchasers. They represented that they are not residents of the United States, are not “U.S. persons” under Regulation S, and are not acquiring the shares for any U.S. person.

Under which securities law exemption is U Power Limited (UCAR) issuing these shares?

The shares are being issued in reliance on Rule 902 of Regulation S under the Securities Act of 1933. This allows U Power Limited to offer and sell the Class A ordinary shares to non-U.S. persons in offshore transactions, outside the United States regulatory registration framework.

When is the closing of U Power Limited’s (UCAR) subscription agreements expected?

The closing of the transactions is scheduled to take place on April 7, 2026. However, U Power Limited and the purchasers may agree in writing to complete the closing on another date, according to the terms of the subscription agreements.

Were U Power Limited’s (UCAR) subscription agreements approved by its board?

Yes, the company’s board of directors approved entry into the subscription agreements and the related transactions. This board approval confirms corporate authorization for the issuance and sale of the 2,900,000 Class A ordinary shares to the seven purchasers under Regulation S.

Filing Exhibits & Attachments

1 document

Agreements & Contracts

• EX-10.1 FORM OF SUBSCRIPTION AGREEMENT 235.3 KB