Founder joins $25.7M U Power (Nasdaq: UCAR) Regulation S share deal
Rhea-AI Filing Summary
U Power Limited entered subscription agreements with ten non-U.S. purchasers to privately place 15,670,737 Class A ordinary shares at $1.64 per share, raising $25.7 million in gross proceeds under Regulation S. Founder and CEO Jia Li (Johnny Lee) is investing about $3.0 million, alongside Fortune Light Assets Ltd at $2.0 million and Guofu Hydrogen Energy (Hong Kong) Development Co., Limited at $3.6 million. The board approved the transaction, and the audit committee reviewed and approved the related-party participation by Mr. Li. U Power plans to use the proceeds mainly to expand hydrogen energy solutions for Intelligent Data Centers in Thailand via a strategic joint venture and to fund overseas growth of its battery-swapping projects in Thailand, Southern Europe and Hong Kong SAR.
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Insights
U Power secures $25.7M via offshore equity sale to fund global expansion.
U Power is raising $25.7 million by selling 15,670,737 Class A shares at $1.64 each to ten non-U.S. investors under Regulation S. This is a primary issuance, bringing new cash into the company rather than facilitating a shareholder exit.
Participants include founder and CEO Jia Li with about $3.0 million, Fortune Light Assets Ltd with $2.0 million, and Guofu Hydrogen Energy (Hong Kong) Development Co., Limited with $3.6 million. Board approval and separate audit committee review of the related-party piece add governance structure, while closing remains subject to customary conditions as of late April 2026.
U Power plans to allocate proceeds to hydrogen solutions for Intelligent Data Centers in Thailand through a joint venture and to expand its proprietary battery-swapping projects in Thailand, Southern Europe and Hong Kong SAR. Subsequent filings may provide more detail on execution progress for these regional initiatives.
Key Figures
Key Terms
Regulation S regulatory
customary closing conditions regulatory
Intelligent Data Centers technical
forward-looking statements regulatory
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 27, 2026, U Power Limited, an exempted company with limited liability formed in the Cayman Islands (the “Company”), entered into certain subscription agreements (collectively, the “Subscription Agreements”) with ten 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 15,670,737 Class A ordinary shares, par value US$0.0001 per share, of the Company (the “Class A Ordinary Shares”), at a purchase price of $1.64 per share, for an aggregate purchase price of $25.7 million. Each of 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 entry into the Subscription Agreements and the transaction contemplated thereby have been approved by the Company’s board of directors.
Jia Li (a/k/a Johnny Lee), the Company’s founder, Chief Executive Officer and Chairman of the Board of Directors, is one of the Purchasers and has subscribed for approximately $3.0 million of Class A Ordinary Shares pursuant to the Subscription Agreement entered into between Mr. Li and the Company. Mr. Li’s subscription constitutes a related-party transaction and has been reviewed and approved by the Company’s audit committee.
The closing of the foregoing transactions contemplated is expected to take place on or about April 28, 2026, or such other date the Company and the Purchasers may agree upon in writing, subject to customary closing conditions.
The Company intends to use the net proceeds from the sale of the Class A Ordinary Shares primarily to (i) support the Company’s expansion into hydrogen energy solutions for Intelligent Data Centers in Thailand through the establishment of a strategic joint venture, and (ii) fund the Company’s core operations and the expansion of its proprietary battery-swapping solutions across overseas markets, including the Company’s battery-swapping heavy truck project in Thailand, electric van project in Southern Europe and taxi project in Hong Kong SAR.
The foregoing description of the Subscription Agreements is qualified in its entirety by reference to the full text of the Subscription Agreements. The form of Subscription Agreement entered into with each of the other nine Purchasers is attached hereto as Exhibit 10.1 and the Subscription Agreement entered into with Guofu Hydrogen Energy (Hong Kong) Development Co., Limited, one of the Purchasers, is attached hereto as Exhibit 10.2.
On April 27, 2026, the Company issued a press release in connection with the entry into the Subscription Agreements, a copy of which is attached hereto as Exhibit 99.1.
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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 28, 2026 | By: | /s/ Jia Li |
| Name: | Jia Li | |
| Title: | Chief Executive Officer | |
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EXHIBIT INDEX
| Exhibit No. | Description | |
| 10.1 | Form of Subscription Agreement | |
| 10.2 | Subscription Agreement entered into by and between U Power Limited and Guofu Hydrogen Energy (Hong Kong) Development Co., Limited, dated April 27, 2026 | |
| 99.1 | Press Release – U Power Limited Announces Private Placement of $25.7 Million |
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Exhibit 99.1
U Power Limited Announces Private Placement of $25.7 Million
Shanghai, April 27, 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 that on April 27, 2026, it entered into subscription agreements (the “Subscription Agreements”) with ten purchasers, including Founder and Chief Executive Officer Johnny Lee, for the sale of 15,670,737 Class A Ordinary Shares (each, a “Share” and collectively, the “Shares”) of the Company at $1.64 per Share, in reliance upon Regulation S under the Securities Act of 1933, as amended (the “Transaction”).
Purchasers of the Shares also include Fortune Light Assets Ltd, a family office of Chatchaval Jiaravanon and a member of The Charoen Pokphand Group Company (CP Group); as well as Guofu Hydrogen Energy (Hong Kong) Development Co., Limited (HKSE: 2582), a leading integrated solutions provider for the full hydrogen energy equipment value chain in China. Specifically, Mr. Lee, Fortune Light Assets Ltd, and Guofu Hydrogen Energy (Hong Kong) Development Co., Limited have subscribed for $3.0 million, $2.0 million, and $3.6 million of the Company’s Class A Ordinary Shares, respectively.
Gross proceeds to the Company from this Transaction will be $25.7 million. The closing of the Transaction contemplated hereby is subject to customary closing conditions and is expected to take place on or about April 27, 2026, and has been approved by the Company’s board of directors. The subscription by Mr. Lee, as a related-party transaction, has been reviewed and approved by the Company’s audit committee. The Company intends to use the proceeds from this Transaction mainly to 1) support its expansion into hydrogen energy solutions for Intelligent Data Centers (IDCs) in Thailand through establishing a strategic joint venture, and 2) fund its core operations and expansion across overseas markets of U Power’s proprietary battery-swapping solutions, including U Power’s battery-swapping heavy truck project in Thailand, electric van project in Southern Europe, as well as the taxi project in Hong Kong SAR.
Additional details regarding the Transaction are set forth in the Company’s Current Report on Form 6-K filed with the U.S. Securities and Exchange Commission on April 27, 2026.
The Shares issued in the Transaction were offered in an offshore transaction to persons who are not U.S. persons pursuant to Regulation S under the Securities Act of 1933, as amended (the “Securities Act”), and have not been registered under the Securities Act or applicable state securities laws. Accordingly, the Shares may not be offered or sold in the United States or to U.S. persons except pursuant to an effective registration statement under the Securities Act, or pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, and in each case only in accordance with applicable state securities laws.
This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of the 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.
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