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 August 2025
Commission File Number: 001- 40306
UTime Limited
7th Floor, Building 5A
Shenzhen Software Industry Base
Nanshan District, Shenzhen, 518061
People’s Republic of China
(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 ☐
Private Placement
On August 12, 2025, the Company entered into certain
securities purchase agreement (the “SPA”) with certain “non-U.S. Persons” (the “Purchasers”)
as defined in Regulation S of the Securities Act of 1933, as amended (the “Securities Act”) pursuant to which
the Company agreed to sell up to an aggregate of 80,000,000 Class A ordinary shares, par value $0.001 per share (the “Shares”),
at a price of $0.3125 per Share for an aggregate purchase price of approximately $25 million (the “Offering”). The
net proceeds from such Offering will be used for working capital or other general corporate purposes.
The parties to the SPA have each made customary
representations, warranties and covenants, including, among other things, (a) the Purchasers are “non-U.S. Persons” as defined
in Regulation S and are acquiring the Shares for the purpose of investment, (d) the absence of any undisclosed material adverse effects,
and (e) the absence of legal proceedings that affect the completion of the transaction contemplated by the SPA.
On August 22, 2025, the Offering closed upon the
satisfaction of all of the closing conditions set forth in the SPA.
The form of the SPA is furnished hereto as Exhibit
99.1 to this Form 6-K and such document is incorporated herein by reference. The foregoing is only a brief description of the material
terms of the SPA, and does not purport to be a complete description of the rights and obligations of the parties thereunder and is qualified
in its entirety by reference to such exhibit.
Change of Directors
Resignation of Director
Effective August 18, 2025, Ms. Na Cai resigned
from her positions as an independent director of the board of directors (the “Board”) of the Company, the chairwoman
of the audit committee (the “Audit Committee”), a member of the compensation committee (the “Compensation
Committee”) and nominating & corporate governance committee (the “Nominating Committee”). Ms. Cai indicated
that her resignation was due to personal reasons and was not the result of any disagreement with management of the Company or the Board.
Appointment of Director
On August 21, 2025, the Board approved the appointment
of Mr. Yanzhi Wang as an independent director of the Board, the chairman of the Audit Committee, a member of the Compensation Committee
and the Nominating Committee, to fill in the vacancies resulting from Ms. Cai’s resignation, effective August 22, 2025.
Mr. Yanzhi Wang specializes in K-12 STEAM education
and career-planning services, advising education-sector clients on the complex research, product design, and resource integration required
to launch quality-oriented programs, manage key accounts, and execute cross-border education partnerships. Mr. Wang founded Hefei STEAM
Education Technology Co., Ltd. and has served as its CEO since July 2019. From July 2016 to June 2019, Mr. Wang served as the head of
the innovation business department at Beijing Xin Jin Cheng Technology Co., Ltd. He earned a bachelor’s degree in applied psychology
from Beijing Sport University in China in 2013, and a master’s degree in education from the University of Cincinnati in 2015.
Mr. Wang does not have a family relationship with
any director or executive officer of the Company and has not been involved in any transaction with the Company during the past two years
that would require disclosure under Item 404(a) of Regulation S-K.
Mr. Wang entered into a director offer letter
with the Company on August 22, 2025, which establishes certain terms and conditions governing his service to the Company. The form of
director offer letter is qualified in its entirety by reference to the complete text of the form the director offer letter, which is furnished
hereto as Exhibit 99.2 to this Form 6-K and such document is incorporated herein by reference.
Exhibits
| Exhibit No. |
|
Description |
| 99.1 |
|
Form of Securities Purchase Agreement |
| 99.2 |
|
Form of Director Offer Letter |
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.
Dated: August 22, 2025
| |
UTIME LIMITED |
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By: |
/s/ Hengcong Qiu |
| |
Name: |
Hengcong Qiu |
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Title: |
Chief Executive Officer |
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