Fortune Light Assets Ltd. files SC 13D for U Power Ltd

TL;DR

**U Power Ltd:** Fortune Light Assets Ltd. just filed a 13D. Big changes coming?

AI Summary

On October 15, 2024, Fortune Light Assets Ltd. filed a Schedule 13D, indicating a change in beneficial ownership of U Power Ltd. The filing was made by Bingyi Zhao, who is authorized to receive notices. The event triggering this filing occurred on June 17, 2024.

Why It Matters

This filing signals a potential shift in control or significant stake acquisition in U Power Ltd, which could impact its stock price and strategic direction.

Risk Assessment

Risk Level: medium — Schedule 13D filings often indicate significant stake building or changes in control, which can lead to increased volatility.

Key Players & Entities

• Fortune Light Assets Ltd. (company) — Filing entity
• U Power Ltd (company) — Subject company
• Bingyi Zhao (person) — Person authorized to receive notices
• CHATCHAVAL JIARAVANON (person) — Group member

FAQ

Key Financial Figures

• $0.00001 — uer) Class A ordinary share, par value $0.00001 per share (Title of Class of Securiti
• $4.77 — 09,644 ordinary shares of the Issuer at $4.77 per share, for a total of $1,000,001.88
• $1,000,001.88 — suer at $4.77 per share, for a total of $1,000,001.88. On June 24, 2024, Fortune Light Asset

Filing Documents

• ea0217426-13dfortune_upower.htm (SC 13D) — 60KB
• ea021742601ex99-1_upower.htm (EX-99.1) — 25KB
• ea021742601ex99-2_upower.htm (EX-99.2) — 28KB
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• 0001213900-24-087819.txt ( ) — 30161KB

(d) or 2(e)

Item 2(d) or 2(e) ¨ 6 Citizenship or place of organization British Virgin Islands Number of shares beneficially owned by each reporting person with 7 Sole voting power 0 8 Shared voting power 419,288 (1) 9 Sole dispositive power 0 10 Shared dispositive power 419,288 (1) 11 Aggregate amount beneficially owned by each reporting person 419,288 12 Check box if the aggregate amount in row (11) excludes certain shares* ¨ 13 Percent of class represented by amount in row (11) 13.98% (2) 14 Type of reporting person* FI (1) Includes 209,644 Class A ordinary shares, and 209,644 Class B ordinary shares, which are convertible into Class A ordinary shares at any time at the option of the holder on a one-to-one basis, indirectly held by Chatchaval Jiaravanon through Fortune Light Assets Ltd. Chatchaval Jiaravanon is the sole shareholder and director of Fortune Light Assets Ltd. (2) Percentage of class is calculated based on 2,790,000 Class A ordinary shares and 209,644 Class B ordinary shares outstanding as of October 11, 2024, which information was provided by the Issuer to Fortune Light Assets Ltd. on October 11, 2024. Pursuant to Rule 13d-3(d)(1) under the Securities Exchange Act of 1934, as amended, the denominator of this percentage is the sum of the 2,790,000 Class A ordinary shares outstanding plus the 209,644 Class A ordinary shares issuable to Fortune Light Assets Ltd. upon the conversion of the Class B ordinary shares described above. Given that as of October 11, 2024, the Issuer had 2,790,000 Class A ordinary shares, each entitled to one vote, and 588,188 Class B ordinary shares, each entitled to 20 votes, Fortune Light Assets Ltd. holds 30.25% of the total voting power of the Issuer. 2 SCHEDULE 13D CUSIP No. G9520U116 1 Name of reporting persons I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Chatchaval Jiaravanon 2 Check the appropriate box if a member of a group* (a) ¨ (b) ¨

(d) or 2(e)

Item 2(d) or 2(e) ¨ 6 Citizenship or place of organization Kingdom of Thailand Number of shares beneficially owned by each reporting person with 7 Sole voting power 0 8 Shared voting power 419,288 (1) 9 Sole dispositive power 0 10 Shared dispositive power 419,288 (1) 11 Aggregate amount beneficially owned by each reporting person 419,288 12 Check box if the aggregate amount in row (11) excludes certain shares* ¨ 13 Percent of class represented by amount in row (11) 13.98% (2) 14 Type of reporting person* IN (1) Includes 209,644 Class A ordinary shares, and 209,644 Class B ordinary shares, which are convertible into Class A ordinary shares at any time at the option of the holder on a one-to-one basis, indirectly held by Chatchaval Jiaravanon through Fortune Light Assets Ltd. Chatchaval Jiaravanon is the sole shareholder and director of Fortune Light Assets Ltd. (2) Percentage of class is calculated based on 2,790,000 Class A ordinary shares and 209,644 Class B ordinary shares outstanding as of October 11, 2024, which information was provided by the Issuer to Fortune Light Assets Ltd. on October 11, 2024. Pursuant to Rule 13d-3(d)(1) under the Securities Exchange Act of 1934, as amended, the denominator of this percentage is the sum of the 2,790,000 Class A ordinary shares outstanding plus the 209,644 Class A ordinary shares issuable to Fortune Light Assets Ltd. upon the conversion of the Class B ordinary shares described above. Given that as of October 11, 2024, the Issuer had 2,790,000 Class A ordinary shares, each entitled to one vote, and 588,188 Class B ordinary shares, each entitled to 20 votes, Fortune Light Assets Ltd. holds 30.25% of the total voting power of the Issuer. 3 SCHEDULE 13D CUSIP No. G9520U116

Security and Issuer

Item 1. Security and Issuer. Securities acquired: On June 17, 2024, pursuant to a subscription agreement between U Power Limited (the “ Issuer ”) and Fortune Light Assets Ltd. ( “Fortune Light Assets ”), dated May 13, 2024, the Issuer delivered 209,644 ordinary shares, par value $0.00001 per share, to Fortune Light Assets. These shares were re-designated to 209,644 Class A ordinary shares, par value $0.00001 per share, on August 13, 2024. On July 5, 2024, pursuant to a subscription agreement between the Issuer and Fortune Light Assets, dated June 24, 2024, the Issuer delivered 209,644 ordinary shares, par value $0.00001 per share, to Fortune Light Assets. These shares were re-designated to 209,644 Class B ordinary shares, par value $0.00001 per share, on August 13, 2024. Each Class B ordinary share is convertible into Class A ordinary shares at any time at the option of the holder on a one-to-one basis. Issuer: U Power Limited 2F, Zuoan 88 A, Lujiazui, Shanghai, People’s Republic of China

Identity and Background

Item 2. Identity and Background. (a) This statement is filed by Fortune Light Assets, a British Virgin Islands company, and Chatchaval Jiaravanon (together with Fortune Light Assets, the “ Reporting Persons ”). The Reporting Persons hold 209,644 Class A ordinary shares and 209,644 Class B ordinary shares of the Issuer, representing a total of 13.98% of the Issuer’s total outstanding ordinary shares as of the date hereof. (b) The principal business address of Fortune Light Assets and Chatchaval Jiaravanon is 18 True Tower 31F, Ratchadapisek Road, Huai Khwang, Bangkok 10310, Thailand. (c) Fortune Light Assets is a holding company and does not have any business operations. Chatchaval Jiaravanon is the sole director and shareholder of Fortune Light Assets. (d) During the past five years, none of the Reporting Persons or to the knowledge of the Reporting Persons, the persons identified in this Item 2, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the past five years, none of the Reporting Persons or to the knowledge of the Reporting Persons, the persons identified in this Item 2, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was the subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal and state securities laws of findings any violation with respect to such laws. (f) Fortune Light Assets is a company incorporated in the British Virgin Islands. Citizenship of Chatchaval Jiaravanon is Kingdom of Thailand.

Source and Amount of Funds or Other

Item 3. Source and Amount of Funds or Other Consideration. The information set forth in Items 4 and 5 of this Schedule 13D are hereby incorporated by reference into this Item 3.

Purpose of Transaction

Item 4. Purpose of Transaction. On May 13, 2024, Fortune Light Assets and the Issuer entered into a subscription agreement, pursuant to which, Fortune Light Assets purchased 209,644 ordinary shares of the Issuer at $4.77 per share, for a total of $1,000,001.88. On June 24, 2024, Fortune Light Assets and the Issuer entered into a subscription agreement, pursuant to which, Fortune Light Assets purchased 209,644 ordinary shares (together, with the 209,644 ordinary shares purchased on May 13, 2024, the “Shares”) of the Issuer at $4.77 per share, for a total of $1,000,001.88. On August 13, 2024, the shareholders of the Issuer passed a resolution re-designating all of the issued ordinary shares of the Issuer (other than the 588,188 ordinary shares held by four shareholders) into Class A ordinary shares, and re-designating the 588,188 ordinary shares, which includes 209,644 ordinary shares held by Fortune Light Assets, into Class B ordinary shares, resulting in Fortune Light Assets holding 209,644 Class A ordinary shares and 209,644 Class B ordinary shares as of the date hereof Fortune Light Assets is a British Virgin Islands company 100% owned by Chatchaval Jiaravanon. Fortune Light Assets purchased the Shares for investment purpose. 4 SCHEDULE 13D CUSIP No. G9520U116 Except as set forth in this Item 4, none of the Reporting Persons has any plans or proposals that relate to or would result in: (a) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the present Board or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Board; (e) any material

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer a) The percentage of shares beneficially or directly owned by the Reporting Persons is based upon 2,790,000 Class A ordinary shares outstanding as of the date hereof and 209,644 Class A ordinary shares issuable to Fortune Light Assets Ltd. upon the conversion of the 209,644 Class B ordinary shares held by the Reporting Persons. b) The Reporting Persons share the dispositive power over the 209,644 Class A ordinary shares and 209,644 Clas B ordinary shares of the Issuers, which represents 13.98% of the Issuer’s outstanding ordinary shares as of the date hereof. c) Other than as described herein, the Reporting Persons have not effected any transactions in the Issuer’s securities during the 60 days preceding the date of this report. d) Not applicable. e) Not applicable.

Contracts, Arrangements, Understandings or

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. The information set forth in Items 4 of this Schedule 13D are hereby incorporated by reference into this Item 6. 5 SCHEDULE 13D CUSIP No. G9520U116

Materials to be Filed as Exhibits

Item 7. Materials to be Filed as Exhibits. Exhibit No. Description 99.1 Subscription Agreement between U Power Limited and Fortune Light Assets Ltd., dated May 13, 2024 99.2 Subscription Agreement between U Power Limited and Fortune Light Assets Ltd., dated June 24, 2024 99.3 Joint Filing Agreement 6 SCHEDULE 13D CUSIP No. G9520U116

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct. Date: October 15, 2024 Fortune Light Assets Ltd. By: /s/ Chatchaval Jiaravanon Name: Chatchaval Jiaravanon Title: Director By: /s/ Chatchaval Jiaravanon Name: Chatchaval Jiaravanon 7

View Full Filing

View this SC 13D filing on SEC EDGAR