6-K

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

Washington,D.C. 20549

FORM6-K

REPORTOF FOREIGN PRIVATE ISSUER

PURSUANTTO RULE 13a-16 OR 15d-16

UNDERTHE SECURITIES EXCHANGE ACT OF 1934

Forthe month of February 2024

CommissionFile Number: 001-41679

UPower Limited

2F,Zuoan 88 A, Lujiazui,Shanghai, People’s Republic of China

(Addressof 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 February 6, 2024, U Power Limited (the “Company”) and Zeng Lingzhi, the sole legal and beneficial owner of MATSON (HONG KONG) INDUSTRY CO., LIMITED (“Matson”), a private company with limited liability incorporated under the laws of Hong Kong engaged in the business of technology development, entered into a Share Exchange Agreement (the “Agreement”). Pursuant to the Agreement, the Company intends to acquire from Mason 3,560 ordinary shares (the “Mason Shares”), which will be issued and allotted by Mason to the Company and represent 26.25% of Mason’s total equity shares (the “Acquisition”). In exchange for the Mason Shares, the Company agreed to issue and allot 30,000,000 ordinary shares of the Company, which were valued at $26,25,000, to Zeng Lingzhi. The proposed acquisition is conditional upon, among other things, the completion of a satisfactory diligence review of Mason by the Company prior to the consummation of the Acquisition.

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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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EXHIBIT INDEX

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Exhibit 99.1