424B5 1 ea0267096-03.htm PROSPECTUS SUPPLEMENT

Filed pursuant to Rule 424(b)(5)
Registration No. 333-291797

PROSPECTUS SUPPLEMENT
(To prospectus dated December 9, 2025)

UBX Technology Ltd.

15,166,668 Units
with each Unit consisting of one Class A Ordinary Share and one Warrant to purchase 0.3 Class A Ordinary Share
15,166,668 Class A Ordinary Shares included in the Units
15,166,668 Warrants to Purchase up to 4,550,002 Class A Ordinary Shares
4,550,002 Class A Ordinary Shares Issuable upon Exercise of the Warrants

We are offering on a best-efforts basis 15,166,668 units (the “Units”), with each Unit consisting of (i) one Class A Ordinary Share, par value $0.0016 per share (the “Class A Ordinary Shares”) and (ii) one warrant to purchase 0.3 Class A Ordinary Share (each, a “Warrant”, and collectively, the “Warrants,”). Each Warrant includes an Alternative Cashless Exercise feature (the “Zero Exercise Price Option”) pursuant to which a holder may receive 0.3 Class A Ordinary Share per Warrant for no additional consideration, with the number of shares issuable to each holder rounded up to the nearest whole share. The Warrants are subject to a cap of the maximum aggregate number of Warrant Shares issuable upon exercise of all Warrants (including pursuant to the Zero Exercise Price Option), which is a number equal to 30% of the total Shares sold in the Offering (plus any shares resulting from rounding up fractional shares) (the “Warrant Cap”).

The Warrants are not exercisable for a “zero exercise price”. Rather, the Zero Exercise Price Option is an alternative settlement mechanism that results in the issuance of 0.3 Class A Ordinary Share per Warrant without any cash payment to the Company.

We are offering the Units at the public offering price of $0.30 per Unit (the “Offering”). We are also registering 4,550,002 Class A Ordinary Shares underlying the Warrants (the “Warrant Shares”) in connection with the Zero Exercise Price Option. Each Warrant will have an initial exercise price equal to the public offering price per Unit, which is $0.30 per Class A Ordinary Share, subject to anti-dilution adjustments as described in the Warrant. The Warrants will be exercisable beginning on the date of issuance and ending on the one-year anniversary of the issuance date.

The Units have no stand-alone rights and will not be certificated or issued as stand-alone securities. The Class A Ordinary Shares can be purchased in this Offering only with the accompanying Warrants as part of the Units, but the component part of the Units will be immediately separable and issued separately in this Offering. The Warrants are transferable by the holders thereof, subject to applicable securities laws.

If at the time of exercise of the Warrants, there is no effective registration statement available, holders may elect a “cashless exercise” to receive the number of Class A Ordinary Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where (A) is the market price determined by formulas under the Warrants; (B) is the exercise price of the Warrants; and (X) is the number of shares underlying the Warrant. In addition, and regardless of registration status, holders may also elect the Zero Exercise Price Option at any time. Under this option, a holder may receive 0.3 Class A Ordinary Share per Warrant for no additional consideration, in lieu of paying the cash exercise price. Because this option provides a greater number of shares than a standard cashless exercise formula, we anticipate holders will exclusively utilize this option. Consequently, we do not expect to receive any cash proceeds from the exercise of the Warrants.

The Warrants are subject to a Warrant Cap of the maximum aggregate number of Class A Ordinary Shares that may be issued upon exercise of all Warrants (including pursuant to the Zero Exercise Price Option), which is a number equal to 30% of the total Shares sold in the Offering (plus any shares resulting from rounding up fractional shares). Once the Warrant Cap is reached, no further Warrants may be exercised, and any unexercised Warrants shall terminate and become void.

	Per Unit		Total
Public offering price	$	0.30	$	4,550,000
Placement Agents’ fees(1)	$	0.0255	$	386,750
Proceeds, before expenses, to us	$	0.02745	$	4,163,250

		Page
ABOUT THIS PROSPECTUS SUPPLEMENT		S-ii
SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS		S-iii
PROSPECTUS SUPPLEMENT SUMMARY		S-1
THE OFFERING		S-5
RISK FACTORS		S-6
USE OF PROCEEDS		S-10
CAPITALIZATION AND INDEBTEDNESS		S-11
DILUTION		S-12
DIVIDEND POLICY		S-13
DESCRIPTION OF SECURITIES		S-14
PLAN OF DISTRIBUTION		S-17
LEGAL MATTERS		S-19
EXPERTS		S-19
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE		S-20
WHERE YOU CAN FIND MORE INFORMATION		S-21

		Page
About this Prospectus		ii
Commonly Used Defined Terms		iii
Note Regarding Forward-Looking Statements		v
Prospectus Summary		1
Risk Factors		7
Use of Proceeds		11
Dilution		12
Description of Share Capital		13
Description of Debt Securities		24
Description of Warrants		28
Description of Rights		30
Description of Units		31
Plan of Distribution		32
Legal Matters		34
Experts		34
Financial Information		34
Information Incorporated by Reference		35
Where You Can Find More Information		36
Enforceability of Civil Liabilities		37
Indemnification for Securities Act Liabilities		39

Issuer		UBX Technology Ltd.
Securities offered by us pursuant to this prospectus supplement		15,166,668 Units, based on the public offering price of $0.30 per Unit, with each Unit consisting of (i) one Class A Ordinary Share and (ii) one Warrant to purchase 0.3 of a Class A Ordinary Shares.
Shares offered by us		15,166,668 Class A Ordinary Shares included in the Units, and 4,550,002 Class A Ordinary Shares underly the Warrants.
Warrants offered by us		15,166,668 Warrants
Warrant Cap		The Warrants are subject to a Warrant Cap of the maximum aggregate number of Class A Ordinary Shares that may be issued upon exercise of all Warrants (including pursuant to the Zero Exercise Price Option), which is a number equal to 30% of the total Shares sold in the Offering (plus any shares resulting from rounding up fractional shares).
Cash Exercise Price		$0.30 per Class A Ordinary Share, subject to anti-dilution adjustments.
Zero Exercise Price Option		A holder may elect to receive 0.3 Class A Ordinary Share per Warrant without payment of any additional consideration, in lieu of paying the cash exercise price. Because this option provides a greater number of shares than a standard cashless exercise formula, we anticipate holders will exclusively utilize this option. Consequently, we do not expect to receive any cash proceeds from the exercise of the Warrants.
Beneficial ownership limitation		4.99% (or, at the holder’s election upon 61 days’ prior notice to us, 9.99%).
Expiration		The Warrants will expire on the one-year anniversary of the initial exercise date. For a further description of the Warrants, see “Description of Our Securities We Are Offering — Warrants,” below.
Offering Price		$0.30 per Unit
Class A Ordinary Shares issued and outstanding before this offering		22,624,607 shares
Class A Ordinary Shares issued and outstanding immediately after this offering		42,341,277 shares
Use of proceeds		We intend to use the net proceeds from this offering, after deducting offering expenses, for working capital, research and development, and general corporate purposes. See “Use of Proceeds” on page S-10 of this prospectus supplement.
Risk factors		Investing in the ordinary shares involves a high degree of risk. See “Risk Factors” on page S-6 and the other information in this prospectus supplement and “Risk Factors” on page 7 of the accompanying prospectus for a discussion of the factors you should consider before deciding to invest in our securities.
Placement agent		FT Global Capital, Inc.
Transfer agent and registrar		The transfer agent and registrar for the Ordinary Shares is Transhare Corporation, with its office located at 17755 North US Highway 19 Suite 140 Clearwater, Fl 33764.
Nasdaq symbol		Our Ordinary Shares are listed on the Nasdaq Capital Market under the symbol “UBXG.”

	Actual		Pro Forma As Adjusted
	(unaudited)		(unaudited)
Cash and cash equivalents	$	9,873,052	$	13,946,302
Total Shareholders’ Equity		36,969,023		41,042,273
Total Liabilities and Shareholders’ Equity		38,338,749		42,411,999

Offering price per Unit	$	0.30
Net tangible book value per Ordinary Share as of December 31, 2025	$	1.2206
Decrease in net tangible book value per Ordinary Share attributable to this offering	$	(0.3177	)
As Adjusted net tangible book value per Ordinary Share as of June 30, 2025 after this offering	$	0.9029
Dilution per Ordinary Share to new investor in this offering	$	0.6029

SEC Form 424B5 filed by U-BX Technology Ltd.