Welcome to our dedicated page for U-BX Technology Ltd. SEC filings (Ticker: UBXG), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The U-BX Technology Ltd. (UBXG) SEC filings page provides access to the company’s regulatory disclosures as a foreign private issuer listed on the Nasdaq Capital Market. U-BX Technology files reports with the U.S. Securities and Exchange Commission that describe its AI-driven insurance technology business, share structure, governance, and key corporate actions.
Investors can review registration statements such as the Form F-1 used for its initial public offering of ordinary shares, which outlines the company’s role as a provider of value-added services and products to insurance carriers, including digital promotion services, Magic Mirror-based risk assessment services, and value-added bundled benefits. Subsequent Form 6-K current reports contain detailed information on shareholder meetings, board decisions, and other material events.
Recent Form 6-K filings describe the results of an annual general meeting where shareholders approved a share capital increase, adoption of a dual-class share structure, potential name change from "U-BX Technology Ltd." to "MindForge Inc.", and proposals relating to share consolidations and repurchases tied to new issuances of Class B ordinary shares. Other 6-Ks report on the adoption of a 2025 Equity Incentive Plan, resignations and appointments of directors and committee chairs, and the resignation of a chief operating officer, with the company stating that these resignations were not due to disagreements with its operations, policies, or procedures.
Filings also reference Nasdaq listing matters, including notices about minimum bid price and market value of listed securities requirements and the company’s compliance periods. Through this page, users can follow UBXG’s ongoing disclosure record, while AI-powered summaries on the platform help explain complex documents such as annual reports, current reports, and exhibits, and highlight how changes in share capital, governance, and listing status relate to the company’s AI-based insurance technology operations.
U-BX Technology Ltd. filed Amendment No. 1 to the Prospectus Supplement to correct the cover page for a primary offering of 15,166,668 Units, each Unit consisting of one Class A Ordinary Share and one Warrant to purchase 0.3 Class A Ordinary Share. The Units are offered at $0.30 per Unit. The company is registering 4,550,002 Class A Ordinary Shares underlying the Warrants (the "Warrant Shares") related to an alternative "Zero Exercise Price Option." The Warrants carry an initial exercise price equal to $0.30 per share and expire one year after issuance. The filing states estimated net proceeds of approximately $4,073,250 and estimates total offering expenses (excluding placement agent fees) of $476,750. As of March 31, 2026, the public float was approximately $75.3 million based on 22,554,106 Class A Ordinary Shares held by non-affiliates and a closing price of $3.34 per share.
U-BX Technology Ltd. completed a registered direct offering of 15,166,668 Units at $0.30 per Unit, generating gross proceeds of approximately $4.55 million. Each Unit includes one Class A ordinary share and a Warrant to purchase 0.3 of a share at $0.30 per share.
The Warrants are immediately exercisable, carry a one-year term, and feature a Zero Exercise Price Option that allows cashless exercise, subject to a Warrant Cap limiting total Warrant share issuance to 30% of the shares sold in the offering. Net proceeds are earmarked for working capital, research and development, and general corporate purposes.
FT Global Capital, Inc. acted as lead placement agent and received an 8.5% cash success fee on gross proceeds, plus $35,000 in non-accountable expenses and $55,000 in out-of-pocket expenses. The securities were issued under an effective shelf registration statement on Form F-3.
UBX Technology Ltd. is offering 15,166,668 Units, each Unit consisting of one Class A Ordinary Share and one Warrant to purchase 0.3 Class A Ordinary Share, at $0.30 per Unit. The registration includes 4,550,002 Class A Ordinary Shares issuable upon exercise of the Warrants (the "Warrant Shares"). The Warrants expire one year from issuance and include a Zero Exercise Price Option permitting holders to receive 0.3 share per Warrant with no cash paid to the company; the Warrants are subject to a Warrant Cap equal to 30% of the total Shares sold in the Offering. After estimated placement agent fees and expenses, net proceeds are expected to be approximately $4,073,250. The prospectus supplement discloses significant dilution risks, including an approximate 87% increase in issued and outstanding Class A Ordinary Shares if Warrants are exercised under the Zero Exercise Price Option.
U-BX Technology Ltd. has priced a registered direct offering of Units to several investors under an effective shelf registration statement. Each Unit is priced at $0.30 and consists of one Class A ordinary share and a warrant to purchase 0.3 of a Class A ordinary share.
The company expects to receive approximately $4.55 million in gross proceeds and plans to use the net proceeds for general corporate and working capital purposes. The offering is expected to close on or about April 29, 2026, subject to customary closing conditions, with FT Global Capital, Inc. as exclusive placement agent and Kingswood Capital Partners, LLC as co-placement agent.
U-BX Technology Ltd. has elected to rely on the home country practice exemption under Nasdaq Listing Rule 5615(a)(3) for certain corporate governance matters. As a Cayman Islands company listed on the Nasdaq Capital Market, it may follow Cayman corporate governance practices instead of some Nasdaq Rule 5600 Series requirements.
The company’s Cayman Islands counsel, Ogier, provided a letter confirming Cayman law and U-BX’s memorandum and articles do not prohibit these governance practices, and this letter is filed as Exhibit 99.1. Apart from these exempted areas, the company states its corporate governance practices do not significantly differ from those of U.S. domestic Nasdaq-listed companies.
U-BX Technology Ltd. reported sharply weaker results for the six months ended December 31, 2025. Revenue fell to $11.65 million from $17.29 million, a 33% drop, as demand declined for both digital promotion and risk assessment services amid a tougher macro and regulatory environment.
Gross profit was just $29,962, with a gross margin of 0.3%, reflecting almost fully offsetting costs. General and administrative expenses jumped to $10.24 million, mainly due to $9.68 million of share-based compensation under the 2025 Equity Incentive Plan, driving a net loss of $10.18 million versus prior-year profit.
Operating cash outflow narrowed to $0.63 million, helped by non-cash equity compensation, and cash ended at $9.87 million, down from $18.70 million a year earlier. The company fully repaid its bank loans and now has minimal financial liabilities, but revenue concentration remains high, with one customer contributing about three-quarters of sales.
U-BX Technology Ltd., a Cayman Islands holding company with operations conducted through subsidiaries in mainland China, has filed a Form F-3 shelf registration to offer and sell up to $50,000,000 of Class A ordinary shares, debt securities, warrants, rights and units from time to time. The company’s Class A ordinary shares trade on Nasdaq under the symbol UBXG, and its public float was approximately $43.1 million based on 22,695,108 Class A ordinary shares held by non-affiliates at $1.90 per share as of November 21, 2025, limiting primary offerings under Form F-3’s I.B.5 rule.
The business centers on AI-driven digital promotion, risk assessment and bundled value-added services for over 300 property and auto insurers in China. U-BX no longer uses a VIE structure and indirectly owns its PRC operating entities through wholly foreign-owned enterprises.
The filing highlights significant legal and operational risks tied to PRC regulation, including potential cybersecurity reviews, CSRC filing requirements for overseas offerings, foreign exchange and cash transfer controls, and evolving anti-monopoly and data security rules. It also notes potential delisting risks under the HFCAA, mitigated currently by using U.S.-based PCAOB-inspected auditors. U-BX qualifies as an emerging growth company and uses reduced reporting requirements.
U-BX Technology Ltd. (UBXG) reported that shareholders approved all eight proposals at the November 4, 2025 meeting, with 23,315,337 votes (76.99% of votes exercisable) represented. All matters passed.
Shareholders approved an increase in authorized share capital to USD 250,000,000 divided into 156,250,000,000 ordinary shares of par value USD 0.0016. They adopted a dual‑class structure: all issued ordinary shares become Class A (one vote per share) and 5,000,000,000 authorized Class B shares (20 votes per share) are created, with the remainder authorized as Class A. A related action authorizes repurchasing Class A shares and issuing Class B shares to certain holders, including Jian Chen 6,934,884 and Superego Pulse Limited 724,651.
Shareholders also approved a share consolidation at a ratio of not less than 1‑for‑2 and not more than 1‑for‑250, with the exact ratio and date to be set by the board and fractional shares rounded up to the nearest whole share. They approved appointing HTL International, LLC as auditor for the fiscal year ending June 30, 2026, re‑appointed four directors, authorized potential adjournment if needed, and approved a name change to MindForge Inc.
U-BX Technology Ltd. filed its annual report on Form 20-F, detailing an AI-driven insurance services business in mainland China delivered through PRC subsidiaries. The company provides digital promotion, risk assessment using its “Magic Mirror” algorithm, and value-added bundled benefits to insurance carriers and brokers, serving 300+ city-level insurers.
20,784,142 Ordinary Shares were issued and outstanding as of June 30, 2025. As of the date of this annual report, 30,284,142 Ordinary Shares were issued and outstanding. The company completed a 1-for-16 reverse share split on November 27, 2024 and is authorized to issue 625,000,000 Ordinary Shares (par value $0.0016).
U-BX is a Cayman holding company; operations are conducted through PRC entities. The prior VIE structure was dissolved in March 2022 when U-BX Beijing became a wholly owned subsidiary of a PRC WFOE. The report outlines cross-border cash movements, including $11,150,000 transferred to U-BX HK in fiscal 2025, of which $8,000,000 was funded to WFOEs. The company states it has not paid dividends and anticipates retaining earnings. Regulatory disclosures address HFCA Act considerations, CSRC filing requirements for overseas offerings, and PRC data/cybersecurity frameworks that could affect future capital markets activity.
U-BX Technology Ltd. (UBXG) filed a Form 6-K furnishing materials for its annual general meeting of shareholders. The company attached and incorporated by reference a Notice of Annual General Meeting and Proxy Statement and a Form of Proxy Card, listed as Exhibits 99.1 and 99.2. This is a routine administrative update providing shareholders with the official meeting notice and voting documentation.