{"url_path":"/sec/ucar/10-k/2026/item-14","section_key":"item-14","section_title":"Item 14 MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS**","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/1939780/0001213900-26-057792-index.html","accession_number":"0001213900-26-057792","cik":"0001939780","ticker":"UCAR","issuer_name":"U Power Ltd","edgar_url":"https://www.sec.gov/Archives/edgar/data/1939780/0001213900-26-057792-index.html","primary_entity_key":"0001939780","primary_entity_name":"U Power Ltd"},"word_count":2545,"has_tables":true,"body_markdown":"**Item\n14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS**\n\n \n\nSee\n“Item 10. Additional Information” for a description of the rights of securities holders, which remain unchanged.\n\n \n\n**Use of\nProceeds**\n\n \n\n**Initial\nPublic Offering**\n\n \n\nIn\nApril 2023, we closed our initial public offering, pursuant to a registration statement on Form F-1, as amended (File Number 333-268949),\nwhich was declared effective by the SEC on March 31, 2023.\n\n \n\nWe\nraised net proceeds of approximately $13.4 million, after deducting underwriting discounts and the offering expenses payable by us. We\nincurred approximately $1.5 million, which included approximately $1.0 million in underwriting discounts and approximately $0.5 million\nin other expenses. None of the transaction expenses included payments to directors or officers of our company or their associates, or\nany persons owning more than 10% or more of our equity securities or our affiliates.\n\n \n\nAs\nof the date of this annual report, we used all the proceeds as follows: (i) We paid $2 million to Liberty Asset Management Capital Limited\n(“Liberty”), pursuant to a “Service Agreement” dated March 31, 2023, for a term of two years, during which\ntime Liberty provided business planning and strategic advisory services to the Company. (ii) We paid $6 million to RICHNESS FORTUNE CREDIT(HK)\nCOMPANY LIMITED (“Richness”), pursuant to a “Consulting Agreement” dated April 18, 2023, according to which Consulting\nAgreement, Richness provided intermediatory services to assist the Company allocating and completing an acquisition of a suitable target\ncompany. The fee includes a $0.5 million intermediary fee and $5.5 million purchase price to be paid to any target companies. The Consulting\nAgreement is valid until December 31, 2028, and if Richness does not complete its contractual obligations, the full amount (including\nintermediary fees) shall be returned to us, plus a 5% interest. (iii)We paid $5 million to Worthy Credit Limited (“Worthy”),\npursuant to an “Entrust Agreement” dated March 31, 2023. Worthy is a registered financing company with a financial license\nin Hong Kong. According to the Entrust Agreement, we entrust Worthy to provide loan services to our customers in Hong Kong. The term\nof Entrust Agreement is tentatively agreed to end on June 30, 2028, at which time Worthy shall return the original capital with interest\nto us. The remaining net proceeds of our initial public offering has been applied to day-to-day business operations.\n\n \n\n**2023\nFollow-on Offering**\n\n** **\n\nIn\nDecember 2023, we closed a registered follow-on offering pursuant to registration statement on Form F-1, as amended (File Number 333-275654).\nWe raised net proceeds of approximately $10.6 million,  after deducting offering expenses. We incurred approximately $1.36 million\nin expenses in connection with our follow-on offering, which included approximately $0.84 million in placement agent fee and approximately\n$0.52 million in other expenses. None of the transaction expenses included payments to directors or officers of our company or their\nassociates, or any persons owning more than 10% or more of our equity securities or our affiliates. None of the net proceeds we received\nfrom the offering were paid, directly or indirectly, to any of our directors or officers or their associates, or any persons owning 10%\nor more of our equity securities or our affiliates.\n\n \n\nAs\nof the date of this annual report, all the proceeds have been used as the follows: (1) $5 million was transferred to Energy U for its\nbusiness operations, (ii) we entered into an escrow agreement with an escrow agent in connection with the offering and deposited $3 million\nfrom the proceeds of the offering in an escrow account Subsequently, the Company paid approximately $2.21 million from the escrow account\nto the investors of the offering pursuant to the terms and conditions of the escrow agreement, and (3) the remaining proceeds were used\nfor the Company’s day-to-day operations.\n\n \n\n**2024\nFollow-on Offering**\n\n \n\nIn\nNovember 2024, we closed a registered follow-on offering pursuant to registration statement on Form F-3, as amended (File Number 333-282901).\nWe raised net proceeds of approximately $4.455 million,  after deducting offering expenses. None of the transaction expenses included\npayments to directors or officers of our Company or their associates, or any persons owning more than 10% or more of our equity securities\nor our affiliates. None of the net proceeds we received from the offering were paid, directly or indirectly, to any of our directors\nor officers or their associates, or any persons owning 10% or more of our equity securities or our affiliates.\n\n \n\n119\n\n \n\n**January\n2025 Registered Direct Offering**\n\n** **\n\n*Unless\notherwise indicated, all share amounts and per share amounts in this subsection are not presented to give effect to the 1-for-10 share\nconsolidation, which was effected on April 1, 2026.*\n\n \n\nOn\nJanuary 24, 2025, we entered into a securities purchase agreement with certain institutional investors named thereto, pursuant to which\nthe Company agreed to issue and sell, in a registered direct offering (the “January 2025 Registered Direct Offering”): (i)\n648,000 Class A ordinary shares of the Company, par value $0.00001 per share; and (ii) pre-funded warrants to purchase up to 393,668\nClass A ordinary shares, par value $0.00001 per share (the “January 24, 2025 Pre-Funded Warrants”). The purchasers also received\nunregistered common warrants to purchase up to 1,562,502 Class A ordinary shares, par value $0.00001 per share (the “January 24,\n2025 Common Warrants”), in a concurrent private placement. The purchase price for each Class A ordinary share, par value $0.00001\nper share, and accompanying January 24, 2025 Common Warrant was $4.80 and the purchase price for each January 24, 2025 Pre-Funded Warrant\nand accompanying January 24, 2025 Common Warrant was $4.7999.\n\n \n\nThe\nJanuary 2025 Registered Direct Offering closed on January 27, 2025. The Company received approximately $5,000,000 in gross proceeds from\nthe January 2025 Registered Direct Offering, before deducting placement agent fees and estimated offering expenses. None of the transaction\nexpenses included payments to directors or officers of our company or their associates, or any persons owning more than 10% or more of\nour equity securities or our affiliates. None of the net proceeds we received from the offering were paid, directly or indirectly, to\nany of our directors or officers or their associates, or any persons owning 10% or more of our equity securities or our affiliates. The\nCompany used the net proceeds from the January 2025 Registered Direct Offering for working capital and general corporate purposes.\n\n \n\n**July\n2025 Registered Direct Offering**\n\n** **\n\n*Unless\notherwise indicated, all share amounts and per share amounts in this subsection are not presented to give effect to the 1-for-10 share\nconsolidation, which was effected on April 1, 2026.*\n\n \n\nOn\nJuly 24, 2025, we entered into a securities purchase agreement with a certain institutional investor signatory thereto, pursuant to which\nthe Company agreed to issue and sell to the investor in a registered direct offering (the “July 2025 Registered Direct Offering”):\n(i) 445,000 Class A ordinary shares of the Company, par value $0.00001 per share; and (ii) pre-funded warrants to purchase up to 106,628\nClass A ordinary shares of the Company, par value $0.00001 per share (the “July 24, 2025 Pre-Funded Warrants”). The purchaser\nalso received unregistered common warrants to purchase up to 551,628 Class A ordinary shares of the Company, par value $0.00001 per share\n(the “July 24, 2025 Common Warrants”) in a concurrent private placement. The purchase price for each Class A ordinary share\nof the Company, par value $0.00001 per share, and accompanying July 24, 2025 Common Warrant was $2.50 and the purchase price for each\nJuly 24, 2025 Pre-Funded Warrant and accompanying July 24, 2025 Common Warrant was $2.499.\n\n \n\nThe\nJuly 2025 Registered Direct Offering and concurrent private placement closed on July 25, 2025. The Company received $140,000\nin gross proceeds from the July 2025 Registered Direct Offering and concurrent private placement, before deducting placement agent fees\nand estimated offering expenses. The Company used the net proceeds from the July 2025 Registered Direct Offering and concurrent private\nplacement for market expansion efforts and business development, working capital and general corporate purposes.\n\n \n\nThe net proceeds from the sale of Class A ordinary\nshares in the July 2025 Registered Direct Offering were approximately $1.08 million, after deducting the placement agent fees and\noffering expenses payable by us in connection with the July 2025 Registered Direct Offering.\n\n \n\nNone of the transaction expenses included payments\nto directors or officers of our company or their associates, or any persons owning more than 10% or more of our equity securities or our\naffiliates. None of the net proceeds we received from the offering were paid, directly or indirectly, to any of our directors or officers\nor their associates, or any persons owning 10% or more of our equity securities or our affiliates. As of the date of this annual report,\nwe used the net proceeds of the July 2025 Registered Direct Offering and the concurrent private placement for (i) market expansion efforts\nand business development; and (ii) working capital and other general corporate purposes.\n\n120\n\n** **\n\n**March\n2026 Follow on Offering**\n\n \n\n*Unless\notherwise indicated, all share amounts and per share amounts in this subsection are not presented to give effect to the 1-for-10 share\nconsolidation, which was effected on April 1, 2026.*\n\n \n\nOn March 20, 2026, we closed an underwritten follow-on\noffering (the “March 2026 Offering”) of 13,360,000 Units, with each Unit consisting of (i) one Class A ordinary\nshare, par value $0.00001 per share, and (ii) one Class A Warrant to purchase one Class A ordinary share, par value $0.00001\nper share, at a public offering price of $0.449 per Unit, for aggregate gross proceeds to the Company of approximately $6 million, before\ndeducting underwriting discounts and offering expenses paid by the Company. The Company also granted the underwriter an over-allotment\noption exercisable for up to forty-five (45) days after the date of the March 2026 Offering, which permitted the underwriter to purchase\na maximum of 2,004,000 additional Class A ordinary shares, par value $0.00001 per share, and/or 2,004,000 additional Class A Warrants\nto purchase Class A ordinary shares, par value $0.00001 per share. On March 19, 2026, the underwriter partially exercised its over-allotment\noption to purchase 1,890,000 Class A Warrants.\n\n \n\nThe Class A Warrants have a one-year term,\nwere immediately exercisable after issuance, and had an initial exercise price of $0.449 per Class A ordinary share, par value $0.00001\nper share. On the 2nd and 5th trading day following the closing of the March 2026 Offering, the exercise price of the Class A\nWarrants was reduced to 70% and 50% of the initial exercise price, or $0.3143 and $0.2245 per Class A ordinary share, par value $0.00001\nper share, respectively. Upon each adjustment to the exercise price for the Class A Warrants, the number of issuable shares underlying\nthe Class A Warrants was proportionally increased so that the aggregate exercise price of the Class A Warrants remained the\nsame. The Class A Warrants also provide for a zero exercise price option, in which the holder will receive two (2) Class A ordinary\nshares, par value $0.00001 per share, that would be issuable upon a cash exercise of the Class A Warrant, without payment of additional\nconsideration.\n\n \n\nThe net proceeds from the March 2026 Offering were\napproximately $5.23 million, after deducting underwriting discounts and commissions and offering expenses payable by us.\n\n \n\nAs of the date of this annual report, we used the\nnet proceeds of the March 2026 Offering as follows:(i) US$2,517,000 were applied to repay the outstanding principal balance due on the\n2025 Senior Secured Promissory Notes, together with an 18% per annum late charge (which accrued as of their maturity on March 1, 2026),\nand which notes were non-interest bearing; and (ii) $2.71 million  will be used for working capital and other general corporate purposes.\nNone of the transaction expenses included payments to directors or officers of our company or their associates, or any persons owning\nmore than 10% or more of our equity securities or our affiliates. None of the net proceeds we received from the offering were paid, directly\nor indirectly, to any of our directors or officers or their associates, or any persons owning 10% or more of our equity securities or\nour affiliates.\n\n \n\n**April\n7, 2026 Offering**\n\n** **\n\nOn April 7, 2026, the Company entered into subscription\nagreements with seven investors. Pursuant to the subscription agreements, and in reliance on Regulation S, such investors agreed to subscribe\nfor and purchase from the Company, and the Company agreed to issue and sell to such investors, an aggregate of 2,900,000 Class A Ordinary\nShares at a purchase price of $1.10 per share, for an aggregate purchase price of $3,190,000 (the “April 7, 2026 Offering”).\nThe investors represented that they were not residents of the United States and were not “U.S. persons” as defined in Rule\n902(k) of Regulation S and were not acquiring the Class A Ordinary Shares for the account or benefit of any U.S. person.\n\n \n\nThe entry into the subscription agreements and\nthe transactions contemplated thereby were approved by the Company’s board of directors on April 6, 2026.\n\n \n\nNone of the transaction expenses incurred in connection with the April\n7, 2026 Offering included payments to directors or officers of our company or their associates, or any persons owning more than 10% or\nmore of our equity securities or our affiliates. None of the net proceeds we received from the April 7, 2026 Offering were paid, directly\nor indirectly, to any of our directors or officers or their associates, or any persons owning 10% or more of our equity securities or\nour affiliates. As of the date of this annual report, we intend to use the net proceeds of the April 7, 2026 Offering for (i) market expansion\nefforts and business development; and (ii) working capital and other general corporate purposes.\n\n \n\n121\n\n** **\n\n**April\n27, 2026**\n\n** **\n\nOn April 27, 2026, the Company entered into certain\nsubscription agreements with ten purchasers. Pursuant to the subscription agreements, and in reliance on Regulation S, the purchasers\nagreed to subscribe for and purchase from the Company, and the Company agreed to issue and sell to such purchasers, an aggregate of 15,670,737\nClass A Ordinary Shares at a purchase price of $1.64 per share, for an aggregate purchase price of $25.7 million (the “April 27,\n2026 Offering”). Each of the purchasers represented that they were not residents of the United States and were not “U.S. persons”\nas defined in Rule 902(k) of Regulation S and were not acquiring the Class A Ordinary Shares for the account or benefit of any U.S. person.\n\n \n\nThe entry into the subscription agreements and\nthe transactions contemplated thereby were approved by the Company’s board of directors on April 24, 2026.\n\n \n\nNone of the transaction expenses incurred in respect\nof the April 27, 2026 Offering included payments to directors or officers of our company or their associates, or any persons owning more\nthan 10% or more of our equity securities or our affiliates. None of the net proceeds we received from the April 27, 2026 Offering were\npaid, directly or indirectly, to any of our directors or officers or their associates, or any persons owning 10% or more of our equity\nsecurities or our affiliates. As of the date of this annual report, we intend to use the net proceeds of the April 27, 2026 Offering for\n(i) market expansion efforts and business development; and (ii) working capital and other general corporate purposes."}