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 May 2026
Commission
file number 001-40306
UTIME
LIMITED
7th
Floor Building 5A
Shenzhen
Software Industry Base
Nanshan,
Shenzhen
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 ☐
INFORMATION
CONTAINED IN THIS FORM 6-K REPORT
Pricing
and Closing of $1.2 Million Best Efforts Offering
On
May 4, 2026, UTime Limited, a Cayman Islands exempted company with limited liability (the “Company”), closed on a best-efforts
registered direct offering (the “Offering”) of approximately $1,200,000, before deducting placement agent fees and other
offering expenses payable by the Company.
Under
the Offering, the Company sold 200,000 class A ordinary shares of the Company, par value $0.50 per share (the “Class A Ordinary
Shares”), and pre-funded warrants to purchase 800,000 Class A Ordinary Shares (the “Pre-Funded Warrants”)
pursuant to a prospectus supplement on Form 424(b)(5) to the Company’s shelf registration statement on Form F-3 (File No. 333-278912)
(the “Registration Statement”), previously filed with and declared effective by the Securities and Exchange Commission (the
“SEC”) on June 10, 2024.
The
offering price for each Class A Ordinary Share is $1.20, and the offering price for each Pre-Funded Warrant is $0.70, which equals the
purchase price per share minus the $0.5 per share exercise price of each Pre-Funded Warrant.
Each
Pre-Funded Warrant has an initial exercise price of $0.50 per Class A Ordinary Share. The Pre-Funded Warrants are exercisable
immediately and may be exercised at any time until exercised in full, subject to customary beneficial ownership limitations.
The
exercise price of the Pre-Funded Warrants and the number of Class A Ordinary Shares issuable upon exercise of the Pre-Funded
Warrants will be subject to adjustment in the event of share subdivisions, share dividends and other recapitalization events.
The
securities in the Offering are being offered to certain investors pursuant to a securities purchase agreement (the “Purchase Agreement”)
dated May 1, 2026. On May 1, 2026, the Company also entered into a placement agency agreement (the “Placement Agency
Agreement”) with Univest Securities, LLC (the “Placement Agent”), pursuant to which the Placement Agent acted as sole
placement agent for the Offering and is entitled to a cash fee equal to 6.0% of the aggregate gross proceeds in the Offering
and reimbursement for legal fees and other out-of-pocket fees, costs and expenses up to $20,000.
The
Company agreed in the Purchase Agreement that it and its subsidiaries would not issue, enter into any agreement to issue, or announce
the issuance or proposed issuance of any Class A ordinary shares, or Ordinary Share Equivalents (as defined in the Purchase Agreement)
for thirty (30) days following the closing of the Offering subject to certain exceptions.
Concurrently
with the execution of the Purchase Agreement, the officers and directors of the Company entered into lock-up agreements pursuant to which
they have agreed, among other things, not to sell or dispose of any shares which are or will be beneficially owned by them for 90 days
following the closing of the Offering.
The Company intends to use the net proceeds from the Offering for general working capital purposes and
other general corporate purposes.
The
foregoing summaries of the terms of each agreement mentioned above are subject to, and qualified in their entirety by, such documents.
Copies of the form of the Pre-Funded Warrants, the form of the Purchase Agreement, the form of Placement Agency Agreement,
and the Form of lock-up agreement are attached hereto as Exhibits 4.1, 10.1, 10.2, and 10.3 respectively, and are incorporated
by reference herein.
A
copy of the press release dated May 1, 2026, related
to the Offering entitled “UTime Limited Announces Pricing of $1.2 Million Registered Direct Offering” is furnished
as Exhibit 99.1 hereto and is incorporated by reference herein.
A
copy of the opinion of Maples and Calder (Cayman) LLP to the legality of the issuance and sale of the securities is filed as Exhibits
5.1 hereto and is incorporated by reference herein.
Exhibit
Index
| Exhibit
No. |
|
Description |
| 4.1 |
|
Form
of Pre-Funded Warrants |
| 5.1 |
|
Opinion of Maples and Calder (Cayman) LLP |
| 10.1 |
|
Form of Securities Purchase Agreement, dated as of May 1, 2026, by and among the Company and the purchasers thereto |
| 10.2 |
|
Placement Agency Agreement, dated May 1, 2026, by and between the Company and Univest Securities, LLC |
| 10.3 |
|
Form of Lock-Up Agreement |
| 23.1 |
|
Consent of Maples and Calder (Cayman) LLP (included in Exhibit 5.1) |
| 99.1 |
|
Press Release |
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.
| |
UTIME
LIMITED |
| |
|
| Dated:
May 4, 2026 |
By: |
/s/
Hengcong Qiu |
| |
Name:
|
Hengcong
Qiu |
| |
Title: |
Chief
Executive Officer |
| |
|
(Principal
Executive Officer) |
Exhibit
99.1
UTime
Limited Announces Pricing of $1.2 Million Registered Direct Offering
Shenzhen,
China, May 1, 2026 (/PRNewswire) –UTime Limited (Nasdaq: WTO) (the “Company”), a global technology company engaged
in the design, development, and manufacturing of mobile devices and smart hardware products, today announced that it has entered into
a definitive securities purchase agreement with certain institutional investors for the purchase and sale of an aggregate of 1,000,000
class A ordinary share of the Company, par value $0.50 per share (the “Shares”) (or pre-funded warrants in lieu thereof),
at a purchase price of $1.20 per share in a registered direct offering.
The
gross proceeds to the Company from this offering are expected to be approximately $1.2 million, before deducting placement agent fees
and other offering expenses payable by the Company. The transaction is expected to close on or about May 4, 2026, subject to the satisfaction
of customary closing conditions.
Univest
Securities, LLC is acting as sole placement agent for the offering.
The
registered direct offering is being made pursuant to a shelf registration statement on Form F-3 (File No. 333-278912) previously filed
by the Company and declared effective by the U.S. Securities and Exchange Commission (“SEC”) on June 10th, 2024.
A final prospectus supplement and accompanying prospectus describing the terms of the proposed offering will be filed with the SEC and
will be available on the SEC’s website located at http://www.sec.gov. Electronic copies of the final prospectus supplement
and the accompanying prospectus may be obtained, when available, by contacting Univest Securities, LLC at info@univest.us, or
by calling +1 (212) 343-8888.
This
press release does not constitute an offer to sell or the solicitation of an offer to buy, nor will there be any sales of such securities
in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities
laws of such jurisdiction. Copies of the prospectus supplement relating to the registered direct offering, together with the accompanying
base prospectus will be filed by the Company and, upon filing, can be obtained at the SEC’s website at www.sec.gov.
About
UTime Limited
Trading
under the Nasdaq ticker WTO, UTime Limited is engaged in the design, development, production, sales and brand operation of mobile devices
in China and globally. The company aims to provide cost-effective products and serves a broad customer base.
Forward-Looking
Statements
Certain
statements in this announcement are forward-looking statements, including, but not limited to, the Company’s proposed offering.
These forward-looking statements involve known and unknown risks and uncertainties and are based on current expectations and projections
about future events and financial trends that the Company believes may affect its financial condition, results of operations, business
strategy and financial needs, including the expectation that the offering will be closed. Investors can find many (but not all) of these
statements by the use of words such as “approximates,” “believes,” “hopes,” “expects,”
“anticipates,” “estimates,” “projects,” “intends,” “plans,” “will,”
“would,” “should,” “could,” “may” or other 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 statement and other filings with the SEC.
Contact:
qhengcong@utimemobile.com
UTime
Limited
7th
Floor, Building 5A
Shenzhen
Software Industry Base, Nanshan District
Shenzhen,
People’s Republic of China 518061
Tel:
(86) 755 86512266
