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 October 2025
Commission
file number 001-40306
UTIME
LIMITED
7th
Floor Building 5A
Shenzhen
Software Industry Base
Nanshen,
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 ☐
Retraction
of Unauthorize Form 6-Ks and Confirmation of No Change in UTime leadership
On
September 9, 2025, an individual (the “Unauthorized Individual”) with access to the Edgar filing codes of UTime Limited (the
“Company”) made two false filings on Form 6-K with the Securities and Exchange Commission (the “SEC”)
indicating that the officers and directors of the Company had resigned and new slate of officers and directors had been appointed in
their place (the “Unauthorized Form 6-Ks”). Please be advised that the Unauthorized Form 6-K filing was not approved or reviewed
by the Company’s CEO, Hengcong Qiu, or its Director, Minfei Bao, that none of the Company’s executive officers had resigned
and no action was taken to change the Company’s board of directors. As such, the Company’s current management team remains
in place and its board, consisting of Messrs. Bao, Qiu, Xiaoqian Jia, Hailin Xie and Yanzhi Wang, remains the same.
On
September 11, 2025,the Unauthorized Individual distributed two unauthorized press releases without the Company’s authorization
(the “Unauthorized Press Releases”). The Unauthorized Press Releases contained similar fraudulent information to what had
been disclosed in the Unauthorized Form 6-Ks. After learning of the Unauthorized Press Releases, the Company promptly countered by publishing
its own press release, distributed through GlobeNewswire, reaffirming the Company’s current officers and directors, and further
confirming that no changes had been made to the Company’s leadership.
Prior
to the Unauthorized Form 6-Ks being filed with the SEC, the Company learned that the Unauthorized Individual had taken control
of the Company’s Edgar filing codes (the “Edgar Codes”) and, using the EdgarNext system, blocked the Company’s
officers, as well as its SEC filing agent, from using the Company’s Edgar Codes. As a result, the Company had to seek clearance
from the SEC, including filing a new Form ID application and completing a detailed SEC review and authorization process, to regain access
to its Edgar Codes. After detailed review by and coordination with, the SEC, on the afternoon of October 9, 2025, the SEC finally approved
the Company’s Form ID application and released the Edgar codes to the Company.
The
Company believes that the Unauthorized Individual was a former employee of the Company who had access to the Company’s Edgar filing
codes when employed by the Company and that the Unauthorized Individual took these actions as an attempt to interfere with the Company’s
business and management. The Company has taken, and continues to take, actions protect itself and its shareholders, including notifying
the SEC and the proper authorities of the illegal and fraudulent actions taken by the Unauthorized Individual.
Through
this Form 6-K, the Company reaffirms that neither of the Form 6-Ks that were filed with the SEC on September 9, 2025 were accurate or
authorized. Further, the Company reaffirms that its leadership and board remain unchanged and confirms that its websites remain accessible
at utimeworld.com and utimemobile.com.
Now
that the Company has regained access to its SEC Edgar filing codes, the Company is refiling the press release that it published on September
11, 2025 (the “September 11, 2025 Press Release”) reaffirming its leadership. A copy of the September 11, 2025 Press Release
is furnished as Exhibit 99.1 to this Current Report on Form 6-K and incorporated by reference herein.
Exhibits
| Exhibit No. |
|
Description |
| 99.1 |
|
Press release dated September 11, 2025 |
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:
October 9, 2025 |
By: |
/s/
Hengcong Qiu |
| |
Name:
|
Hengcong
Qiu |
| |
Title: |
Chief
Executive Officer |
| |
|
(Principal
Executive Officer) |
