Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]
May 20 2024 - 4:11PM
Edgar (US Regulatory)
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 2024
Commission File Number: 001-41679
U
Power Limited
2F, Zuoan 88 A, Lujiazui,
Shanghai, People’s Republic of China
(Address of principal executive offices)
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 ☐
Entry Into a Material Definitive Agreement
On May 13, 2024, U Power Limited, an exempted
company with limited liability formed in the Cayman Islands (the “Company”), entered into a subscription agreement (the “Subscription
Agreement”) with Fortune Light Assets Ltd., a limited liability company formed under the laws of British Virgin Islands (the “Purchaser”).
Pursuant to the Subscription Agreement, the Purchaser agreed to subscribe for and purchase, and the Company agreed to issue and sell to
the Purchaser, pursuant to Regulation S under the Securities Act of 1933, as amended, an aggregate of 209,644 ordinary shares (the “Shares”)
of the Company, par value US$0.00001 per share, at a purchase price of $4.77 per ordinary share, for an aggregate purchase price of $1,000,001.88.
After the closing of the transaction, the Purchaser
will be entitled to the following: (i) one demand registration with respect to the Shares (such demand registration right will be terminated
on the six-month anniversary of the execution date of the Subscription Agreement); (ii) purchase up to 492,611 ordinary shares of the
Company at a per share price of $6.09 for a total purchase price of up to $3,000,000.99, pursuant to an agreement which shall be in customary
form reasonably acceptable to the parties, and such right to purchase additional shares will be terminated on the two-year anniversary
of the execution date of the Subscription Agreement; and (iii) have the right to appoint one director to the board of directors of the
Company.
The closing of the transactions contemplated hereby
shall take place on June 15, 2024 or such other date the Company and the Purchaser may agree upon in writing. The entry into the Subscription
Agreement and the transaction contemplated thereby have been approved by the Company’s board of directors.
The foregoing description of the Subscription
Agreement is qualified in its entirety by reference to the full text of the Subscription Agreement, which is attached hereto as Exhibit
10.1.
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.
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U Power Limited |
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Date: May 20, 2024 |
By: |
/s/ Jia Li |
|
Name: |
Jia Li |
|
Title: |
Chief Executive Officer |
EXHIBIT INDEX
3
Exhibit 10.1
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