U Power Ltd SEC Filings

U Power Limited filed a report as a foreign private issuer to inform investors that its previously scheduled Extraordinary General Meeting of Shareholders on 19 May 2026 in Shanghai has been cancelled. The board resolved the cancellation under Article 72 of the company’s memorandum and articles of association.

The meeting will not proceed on the planned date, and any proxies submitted for that meeting are now void. Shareholders with questions about the cancellation are invited to contact the company directly.

U Power Limited has called an extraordinary general meeting of shareholders for May 19, 2026 to vote on three major proposals. Shareholders are asked to approve an increase in authorized share capital from US$50,000, divided into about 399.9 million Class A and 100.1 million Class B ordinary shares, to US$315,000, divided into 3,000,000,000 Class A and 150,000,000 Class B ordinary shares. They are also asked to adopt a Fourth Amended and Restated Memorandum and Articles of Association reflecting the larger capital base.

A third proposal would authorize a share consolidation (reverse split) at a ratio between 20:1 and 100:1, to be implemented within one year at the board’s discretion, mainly to help the company comply with Nasdaq’s $1.00 minimum bid price rule. Holders of Class A ordinary shares have one vote per share, while Class B holders have 100 votes per share, with a record date of April 15, 2026 for voting eligibility.

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.

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.

U Power Limited is updating the timing of its previously announced 10-for-1 consolidation of all authorized, issued and unissued ordinary shares. The share consolidation will now take effect at the start of trading on April 1, 2026, instead of March 30, 2026.

From the opening of trading on April 1, 2026, U Power’s Class A ordinary shares will trade on a post-consolidation basis on the Nasdaq Capital Market under the same ticker “UCAR”, but with a new CUSIP number G9520U124. No fractional shares will be issued; any fractional entitlements will be rounded up so that holders receive a whole share, and no cash will be paid in lieu of fractional shares.

U Power Limited is implementing a 10-for-1 consolidation of all authorized, issued and unissued ordinary shares. After the change, authorized share capital will be 500,000,000 ordinary shares with a par value of US$0.0001, including 399,941,181.2 Class A shares and 100,058,818.8 Class B shares.

From the opening of trading on March 30, 2026, Class A ordinary shares will trade on the Nasdaq Capital Market on a post-consolidation basis under the same symbol “UCAR” but with a new CUSIP G9520U124. Fractional positions will be rounded up to the next whole share, and no cash will be paid for fractional shares.

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.

U Power Limited is offering 13,360,000 Units, each Unit consisting of one Class A Ordinary Share and one Class A warrant, at a public offering price of $0.449 per Unit. Each Warrant is initially exercisable for one share at an exercise price of $0.449, with automatic downward reset adjustments on the 2nd and 5th trading days after closing and a built-in zero cash exercise option that could multiply share issuance on exercise. The zero cash mechanism and resets could allow up to 53,440,000 Class A Ordinary Shares to be issued on a zero-cash basis from the Warrants in the offering, and up to 61,456,000 shares if the underwriter over-allotment Warrants are included. Net proceeds are estimated at approximately $5.23M (or $6.06M with full over-allotment), and the company intends to use $2,517,000 to repay outstanding 2025 Senior Secured Promissory Notes and the remainder for working capital.