U Power Limited (Nasdaq: UCAR) (the “Company” or “U Power”), a provider of AI-integrated solutions for next-generation energy grids and intelligent transportation systems, today announced that on August 3, 2026, it entered into subscription agreements (the “Subscription Agreements”) with four existing shareholders for the sale of 9,756,100 Class A Ordinary Shares (each, a “Share” and, collectively, the “Shares”) of the Company at US$1.64 per Share, for aggregate gross proceeds of US$16 million (the “Transaction”), in reliance upon Regulation S under the Securities Act of 1933, as amended (“Regulation S”).
The Shares are being offered for the account of the Company to certain of its existing shareholders in an offshore transaction pursuant to Regulation S.
The closing of the Transaction took place on August 3, 2026, following the satisfaction of customary closing conditions. The Transaction has been approved by the Company’s board of directors.
The Company intends to use the net proceeds from the Transaction primarily to 1) support its expansion into hydrogen energy solutions for intelligent data centers (IDCs) in Thailand, and 2) fund its core operations and the expansion of its proprietary battery-swapping solutions across overseas markets, including its battery-swapping heavy truck project in Thailand, electric van project in Southern Europe, and taxi project in Hong Kong SAR. The Company’s management retains discretion over the use and timing of the proceeds.
Additional details regarding the Transaction are set forth in the Company’s Current Report on Form 6-K filed with the U.S. Securities and Exchange Commission on August 3, 2026. The Shares issued in the Transaction were offered in an offshore transaction to persons who are not U.S. persons pursuant to Regulation S under the Securities Act of 1933, as amended (the “Securities Act”), and have not been registered under the Securities Act or applicable state securities laws. Accordingly, the Shares may not be offered or sold in the United States or to U.S. persons except pursuant to an effective registration statement under the Securities Act, or pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, and, in each case, only in accordance with applicable state securities laws.
This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of the securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.
