Arena Investors discloses 1,197,595 shares in U Power Ltd (UCAR)

Rhea-AI Filing Summary

U Power Ltd reports that Arena Investors and related Arena funds beneficially own 1,197,595 shares of Common Stock, representing 5.4% of the class. The filing states this ownership arose after a recalculation tied to exercisable warrants disclosed in U Power Ltd's prospectus.

The Schedule 13G lists Arena Investors, GP entities and two Arena special opportunities vehicles holding 799,241 and 398,354 shares respectively. The reporting persons say the prior calculation used an incorrect shares-outstanding figure and that correcting it caused Arena to exceed the 5% reporting threshold.

Insights

Institutional Ownership Analyst

Arena funds now report an aggregate 5.4% stake after a warrants-related recalculation.

The filing documents an aggregate beneficial ownership of 1,197,595 shares held with sole voting and dispositive power by the named Arena entities. Two fund vehicles are shown with 799,241 and 398,354 shares.

The change was triggered by adjusting the shares‑outstanding base to include only Arena's exercisable warrants as described in the March 20, 2026 prospectus; subsequent disclosures may clarify timing and permanent ownership changes in periodic filings.

Compliance & Reporting Specialist

Filing corrects a prior computation error and brings reporting into Section 13 visibility.

The signature block shows the Chief Compliance Officer certified the amended Schedule 13G on 05/15/2026. The narrative explains the prior shares‑outstanding basis improperly included all third‑party exercisable warrants rather than only Arena's exercisable warrants.

Regulatory teams should note this is a disclosure correction; the filing does not state any sale, purchase, or change in economic interest beyond the recalculation.

Key Figures

Aggregate beneficially owned: 1,197,595 shares Percent of class: 5.4% ASOIII holdings: 799,241 shares +3 more

6 metrics

Aggregate beneficially owned 1,197,595 shares Aggregate amount reported on the Schedule 13G

Percent of class <percent>5.4%</percent> Percent of Common Stock as stated in Item 4

ASOIII holdings 799,241 shares Arena Special Opportunities Parallel Investor Vehicle III US, LP

ASOPIII holdings 398,354 shares Arena Special Opportunities Partners III, LP

Filing certification date 05/15/2026 Signature date by Chief Compliance Officer

Prospectus reference date 03/20/2026 Prospectus shares‑outstanding figure referenced in the explanatory comment

Key Terms

beneficially owned, sole dispositive power, exercisable warrants, Schedule 13G

4 terms

beneficially owned regulatory

"Item 4. | Ownership (a) | Amount beneficially owned: Aggregate - 1,197,595 shares"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

sole dispositive power regulatory

"7 | Sole Dispositive Power 1,197,595.00"

Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.

exercisable warrants financial

"the wrong shares outstanding was applied to the calculation...exercisable warrants by third parties being exercised"

Schedule 13G regulatory

"form_type: SCHEDULE 13G in provided metadata and cover language"

A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

U Power Ltd

(Name of Issuer)

Common Stock

(Title of Class of Securities)

G9520U124

(CUSIP Number)

03/27/2026

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): G9520U124

1

Names of Reporting Persons

Arena Investors LP

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 1,197,595.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 1,197,595.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,197,595.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

5.4 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP Number(s): G9520U124

1

Names of Reporting Persons

Arena Investors GP, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 1,197,595.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 1,197,595.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,197,595.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

5.4 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP Number(s): G9520U124

1

Names of Reporting Persons

Arena Special Opportunities Parallel Investor Vehicle III US, LP?

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 799,241.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 799,241.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

799,241.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

3.6 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP Number(s): G9520U124

1

Names of Reporting Persons

Arena Special Opportunities Parallel Investor Vehicle III GP, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 799,241.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 799,241.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

799,241.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

3.6 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP Number(s): G9520U124

1

Names of Reporting Persons

Arena Special Opportunities Partners III, LP?

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 398,354.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 398,354.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

398,354.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

1.8 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP Number(s): G9520U124

1

Names of Reporting Persons

Arena Special Opportunities Partners III GP, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 398,354.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 398,354.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

398,354.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

1.8 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

Item 1.
(a)	Name of issuer: U Power Ltd
(b)	Address of issuer's principal executive offices: 2F, ZUOAN 88 A, LUJIAZUI, SHANGHAI, CHINA, 200122
Item 2.
(a)	Name of person filing: This Schedule 13G is filed by the following (the ?Reporting Persons?)?: (i) Arena Investors, LP (the ?Investment Manager?) who serves as investment manager to the Arena Funds (as defined below); (ii) Arena Investors GP, LLC, who serves as the general partner of the Investment Manager (the ?IM General Partner?); (iii) Arena Special Opportunities Parallel Investor Vehicle III US, LP (?ASOIII?) (iv) Arena Special Opportunities Parallel Investor Vehicle III GP, LLC, who serves as the general partner of ASO III (the ?ASOIII General Partner?) (v) Arena Special Opportunities Partners III, LP (?ASOPIII?; and collectively with ASOIII, the ?Arena Funds?); and (vi) Arena Special Opportunities Partners III GP, LLC, who serves as the general partner of ASOPIII (the ?ASOPIII General Partner?).
(b)	Address or principal business office or, if none, residence: The principal business office of the Reporting Person is 405 Lexington Avenue, 59th Floor, New York, NY, 10174.
(c)	Citizenship: For citizenship or place of organization see Item 4 of the cover page of each reporting person.
(d)	Title of class of securities: Common Stock
(e)	CUSIP Number(s): G9520U124
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: Aggregate - 1,197,595 shares; see also Item 9 on the cover page for each reporting person.
(b)	Percent of class: Aggregate - 5.4%; see also Item 10 on the cover page for each reporting person.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: See Item 5 on the cover page for each reporting person.
	(ii) Shared power to vote or to direct the vote: See Item 6 on the cover page for each reporting person.
	(iii) Sole power to dispose or to direct the disposition of: See Item 7 on the cover page for each reporting person.
	(iv) Shared power to dispose or to direct the disposition of: See Item 8 on the cover page for each reporting person.
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Arena Investors LP

Signature:	Tsering Lama
Name/Title:	Chief Compliance Officer
Date:	05/15/2026

Arena Investors GP, LLC

Signature:	Tsering Lama
Name/Title:	Chief Compliance Officer
Date:	05/15/2026

Arena Special Opportunities Parallel Investor Vehicle III US, LP?

Signature:	Tsering Lama
Name/Title:	Chief Compliance Officer
Date:	05/15/2026

Arena Special Opportunities Parallel Investor Vehicle III GP, LLC

Signature:	Tsering Lama
Name/Title:	Chief Compliance Officer
Date:	05/15/2026

Arena Special Opportunities Partners III, LP?

Signature:	Tsering Lama
Name/Title:	Chief Compliance Officer
Date:	05/15/2026

Arena Special Opportunities Partners III GP, LLC

Signature:	Tsering Lama
Name/Title:	Chief Compliance Officer
Date:	05/15/2026

Comments accompanying signature: During review of quarterly filings, we discovered that an error was made, and that the wrong shares outstanding was applied to the calculation. The shares outstanding used in previous calculation accounted for all exercisable warrants by third parties being exercised. Upon further review, it was determined that if only Arena's exercisable warrants were added to the shares outstanding disclosed in the Prospectus on March 20, 2026 by UCAR, that Arena did exceed the 5% reporting threshold. Accordingly, Arena is submitting this filing.

FAQ

What stake does Arena Investors report in U Power Ltd (UCAR)?

Arena Investors and related funds report beneficial ownership of 1,197,595 shares, equal to 5.4% of U Power Ltd's Common Stock after a recalculation tied to exercisable warrants disclosed in the prospectus.

Which Arena entities hold the reported U Power shares?

The filing lists Arena Investors, LP and Arena Investors GP, LLC plus fund vehicles including Arena Special Opportunities Parallel Investor Vehicle III US, LP with 799,241 shares and Arena Special Opportunities Partners III, LP with 398,354 shares.

Why did Arena submit this amended Schedule 13G?

Arena states a prior calculation used an incorrect shares‑outstanding figure that counted all third‑party exercisable warrants. Adjusting to include only Arena's exercisable warrants caused the aggregate holding to exceed the 5% reporting threshold, prompting this filing.

When was the correction certified and who signed the filing?

The amended Schedule 13G is signed by Tsering Lama, Chief Compliance Officer with certification dated 05/15/2026, attesting to the recalculation and submission of the corrected ownership report.