UTime raises $50M in Regulation S unit offering

UTime Limited closed a private placement under Regulation S, raising approximately $50,000,000 through the sale of 50,000,000 Units.

Rhea-AI Filing Summary

UTime Limited closed a private placement under Regulation S, raising approximately $50,000,000 through the sale of 50,000,000 Units. Each Unit consists of one Class A ordinary share and a warrant to buy four additional Class A ordinary shares at $1.10 per share.

The Units were sold at $1.00 each to certain investors outside the United States. The warrants are exercisable immediately, expire on May 18, 2031, and include customary beneficial ownership limits. Company officers and directors agreed to 180-day lock-ups, and UTime plans to use net proceeds for working capital and other corporate purposes.

Insights

Capital markets analyst

UTime raises $50M in equity-linked capital via overseas private placement.

UTime Limited completed a Regulation S private placement for approximately $50,000,000, issuing 50,000,000 Units at $1.00 each. Every Unit includes one Class A ordinary share plus a warrant to purchase four additional shares at $1.10, immediately exercisable until May 18, 2031.

This structure combines an upfront equity issuance with significant potential future share issuance if investors exercise warrants. Officers and directors entered 180-day lock-up agreements, limiting insider share sales after closing. The company states it intends to use net proceeds for general working capital and other corporate purposes.

Key Figures

Offering size: $50,000,000 Units issued: 50,000,000 Units Unit price: $1.00 per Unit +4 more

7 metrics

Offering size $50,000,000 Approximate gross proceeds from Regulation S private placement

Units issued 50,000,000 Units Each Unit includes one Class A ordinary share and one warrant

Unit price $1.00 per Unit Offering price to investors in the Regulation S placement

Warrant coverage 4 shares per warrant Each warrant allows purchase of four Class A ordinary shares

Warrant exercise price $1.10 per share Exercise price for Class A ordinary shares under the warrants

Warrant expiry May 18, 2031 Expiration date of warrants issued in the offering

Insider lock-up period 180 days Duration officers and directors agreed not to sell beneficially owned shares

Key Terms

Regulation S, private placement, warrants, beneficial ownership limitations, +1 more

5 terms

Regulation S regulatory

"closed on a private placement pursuant to Regulation S of the Securities Act of 1933"

Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.

private placement financial

"closed on a private placement pursuant to Regulation S of the Securities Act of 1933"

A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.

warrants financial

"one warrant to purchase four Class A Ordinary Shares (the “Warrants”), exercisable at a purchase price of $1.10"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

beneficial ownership limitations regulatory

"may be exercised at any time until exercised in full, subject to customary beneficial ownership limitations"

Beneficial ownership limitations are rules or contractual caps that restrict how much of a company’s stock an individual or entity can be treated as owning or controlling for legal, regulatory or corporate-governance purposes. They matter to investors because such limits affect voting power, reporting obligations, takeover risk and the ability to increase a stake — like an elevator weight limit or a lane divider that prevents any one car from taking over the whole road.

lock-up agreements regulatory

"officers and directors of the Company entered into lock-up agreements (the “Lock-Up Agreements”)"

A lock-up agreement is a contract that prevents company insiders—founders, employees, and early investors—from selling their shares for a set period after a public stock offering. It matters to investors because it keeps a large block of shares off the market temporarily; when the lock-up ends, those holders can sell and this increased supply can cause the stock price to fall, similar to a timed release that suddenly opens a valve.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did UTime Limited (WTO) announce in this Form 6-K?

UTime Limited reported closing a Regulation S private placement of approximately $50,000,000. The company sold 50,000,000 Units, each including one Class A ordinary share and a warrant, to certain non-U.S. investors for general working capital and other corporate purposes.

How is UTime Limited’s $50 million Regulation S offering structured?

The offering consists of 50,000,000 Units sold at $1.00 per Unit. Each Unit includes one Class A ordinary share and a warrant to purchase four additional Class A ordinary shares at an exercise price of $1.10 per share.

When do the UTime Limited warrants from this offering expire?

The warrants issued in this transaction are exercisable immediately and expire on May 18, 2031. Holders may exercise them at any time before expiry, subject to customary beneficial ownership limitations and standard anti-dilution adjustments for recapitalization events.

What will UTime Limited use the $50 million in proceeds for?

UTime Limited states it intends to use the net proceeds from the approximately $50,000,000 offering for general working capital purposes and other general corporate purposes, providing additional liquidity to support its ongoing operations and strategic needs.

What lock-up restrictions apply to UTime Limited insiders after this offering?

Company officers and directors entered lock-up agreements alongside the Subscription Agreements. They agreed not to sell or dispose of shares they beneficially own for 180 days following the closing of the offering, limiting insider share sales during that period.

Under which exemption did UTime Limited conduct this $50 million unit sale?

The transaction was conducted as a private placement under Regulation S of the U.S. Securities Act. The Class A ordinary shares and warrants were sold in reliance on an exemption from U.S. registration requirements to certain non-U.S. investors.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 6-K: How Foreign Companies Report to the SEC →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Accepted by SEC EDGAR 05/21/2026 - 04:10 PM Learn about SEC filing dates

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

7^th 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 $50 Million Offering Under Regulation S of the Securities Act of 1933

On May 19, 2026, UTime Limited, a Cayman Islands exempted company with limited liability (the “Company”), closed on a private placement pursuant to Regulation S of the Securities Act of 1933, as amended (the “Securities Act”) of approximately $50,000,000 (the “Offering”), before deducting fees and other offering expenses payable by the Company. The securities in the Offering were offered to certain investors pursuant to subscription agreements (the “Subscription Agreements”).

Under the Offering, the Company sold 50,000,000 Units, with each Unit consisting of (i) one class A ordinary share of the Company, par value $0.50 per share (the “Class A Ordinary Shares”), and (ii) one warrant to purchase four Class A Ordinary Shares (the “Warrants”), exercisable at a purchase price of $1.10 per Class A Ordinary Share. The offering price for each Unit was $1.00. The Warrants are exercisable immediately, expire on May 18, 2031, and may be exercised at any time until exercised in full, subject to customary beneficial ownership limitations. The Class A Ordinary Shares and Warrants were sold in reliance on an exemption from registration in accordance with Regulation S promulgated by the U.S. Securities and Exchange Commission under the Securities Act.

The exercise price of the Warrants and the number of Class A Ordinary Shares issuable upon exercise of the Warrants will be subject to adjustment in the event of share subdivisions, share dividends and other recapitalization events.

Concurrently with the execution of the Subscription Agreements, the officers and directors of the Company entered into lock-up agreements (the “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 180 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 Warrants, the form of the Subscription Agreement, and the form of Lock-Up Agreement are filed herewith as Exhibits 4.1, 10.1 and 10.2, respectively, and are incorporated by reference herein.

Exhibit Index

Exhibit No.		Description
4.1		Form of Warrants
10.1		Form of Subscription Agreement by and among the Company and the signatories thereto
10.2		Form of Lock-Up Agreement

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 21, 2026	By:	/s/ Hengcong Qiu
	Name:	Hengcong Qiu
	Title:	Chief Executive Officer
		(Principal Executive Officer)

Filing Exhibits & Attachments

3 documents

Agreements & Contracts

• EX-10.1 EX-10.1 278.9 KB
• EX-10.2 EX-10.2 34.6 KB

Other Documents

• EX-4.1 EX-4.1 82.6 KB