优品车美股招股说明书(2025-07-25版)

PROSPECTUS SUPPLEMENT(To prospectus dated November 8, 2024) 445,000 Class A Ordinary Shares Pre-fundedWarrants to Purchase up to 106,628 Class A Ordinary Shares Up to 106,628 Class A Ordinary Shares issuable upon exercise of the Pre-fundedWarrants U Power Limited We are offering 445,000 Class A ordinary shares, par value US$0.00001 (“Class A Ordinary Shares”), of U Power Limited (“theCompany”) in this offering to an institutional investor pursuant to this prospectus supplement and accompanying base prospectus and asecurities purchase agreement dated as of July 24, 2025, by and between us and such institutional investor (the “Securities PurchaseAgreement”).We are also offering Pre-funded Warrants to purchase up to 106,628 Class A Ordinary Shares(the“Pre-fundedWarrants”) to the institutional investor pursuant to this prospectus supplement, the accompanying base prospectus and theSecurities Purchase Agreement. Such investor will also receive unregistered warrants to purchase up to 551,628 Class A OrdinaryShares (the “Warrants”) in a concurrent private placement. The Warrants and the Class A Ordinary Shares issuable upon the exercise ofthe Warrants are not being registered under the Securities Act of 1933, as amended (the “Securities Act”), are not being offeredpursuant to this prospectus supplement and the accompanying base prospectus and are being offered pursuant to the exemptionprovided in Section4(a)(2) under the Securities Act and/or Rule 506(b) promulgated thereunder. The combined offering price for eachClass A Ordinary Share and accompanying Warrant is $2.50. The Warrants are immediately exercisable, expire five years fromissuance, and have an initial exercise price of $2.50 per share, which exercise price is subject to standard adjustments for dividends,splits and similar events and is also subject to adjustment for certain dilutive issuances. The offering price of each Pre-funded Warrantand accompanying Warrant is the purchase price for each Class A Ordinary Share and accompanying Warrant minus $0.0001. A holder of Pre-funded Warrants will not have the right to exercise any portion of itsPre-fundedWarrants if the holder, together withits affiliates and certain related parties, would beneficially own in excess of 4.99% (or, at the election of the holder, 9.99%) of thenumber of the Class A Ordinary Shares outstanding immediately after giving effect to such exercise. The Pre-funded Warrants mayonly be exercised to purchase whole shares at an exercise price of $0.0001 per share. The Pre-funded Warrants are immediatelyexercisable and may be exercised at any time until all of thePre-fundedWarrants are exercised in full. There is no established publictrading market for the Pre-funded Warrants, and we do not expect a market to develop. We do not intend to apply for listing of the Pre-funded Warrants on the Nasdaq Stock Market (“Nasdaq”) or any other securities exchange or nationally recognized trading system.Without an active trading market, the liquidity of the Pre-funded Warrants will be limited. The Class A Ordinary Shares issuable fromtime to time upon exercise of the Pre-funded Warrants are also being offered by this prospectus supplement and the accompanyingbase prospectus. We refer to the Class A Ordinary Shares and the Pre-funded Warrants being offered hereby and the Class A OrdinaryShares issued or issuable upon exercise of thePre-fundedWarrants being offered hereby, collectively, as the “securities.” Our Class A Ordinary Shares are listed on the Nasdaq Capital Market under the symbol “UCAR.” On July 24, 2025, the last reportedsale price of our Class A Ordinary Shares on Nasdaq was $2.93 per share. The aggregate market value of our issued and outstandingClass A Ordinary Shares held by non-affiliates, or public float, as of July 24, 2025, was approximately $18,273,672.10, which wascalculated based on 4,051,812 Class A Ordinary Shares held by non-affiliates and the price of $4.51 per share, which was the closingprice of our Class A Ordinary Shares on the Nasdaq Capital Market on July 2, 2025. Pursuant to General Instruction I.B.5 of Form F-3,in no event will we sell our securities in a public primary offering with a value exceeding more than one-third of our public float inany 12-month period so long as our public float remains below $75 million. During the 12 calendar months prior to and including thedate of this prospectus supplement, the aggregate market value of securities we have offered and sold pursuant to General InstructionI.B.5 of Form F-3 was $4,463,634. See “Prospectus Supplement Summary— Entry Into a Material Definitive Agreement with CertainInstitutional Investors.” Investing in our securities involves a high degree of risk. Before making an investment decision, please read the informationunder the heading “Risk Factors” of this prospectus supplement and accompanying base prospectus and risk factors set forthin our most recent annual report on Form 20-F (the “2024 Annual Report”),