UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington,D.C. 20549

_________________

FORM 6-K

REPORT OF FOREIGN PRIVATEISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

Date: March 28, 2024

UBS AG

(Registrant's Name)

Bahnhofstrasse 45, 8001 Zurich, Switzerland

Aeschenvorstadt 1, 4051 Basel, Switzerland

(Address of principal executive offices)

Commission File Number: 1-15060

Indicate by check mark whether theregistrants file or will file annual reports undercover of Form

20-F or Form 40-

F.

Form 20-F

☒

Form 40-F

☐

THISFORM6-KISHEREBYINCORPORATEDBYREFERENCEINTO(1)THEREGISTRATION

STATEMENTON FORM F-3 (REGISTRATIONNUMBERS 333-263376), AND INTO EACH PROSPECTUS

OUTSTANDINGUNDERTHEFOREGOINGREGISTRATIONSTATEMENT,(2)ANYOUTSTANDING

OFFERINGCIRCULARORSIMILARDOCUMENTISSUEDORAUTHORIZEDBYUBSAGTHAT

INCORPORATES BY REFERENCE ANY FORMS 6-K OFUBS AG THAT ARE INCORPORATED INTO ITS

REGISTRATIONSTATEMENTSFILEDWITHTHESEC,AND(3)THEBASEPROSPECTUSOF

CORPORATEASSETBACKEDCORPORATION(“CABCO”)DATEDJUNE23,2004(REGISTRATION

NUMBER333-111572),THEFORM8-KOFCABCOFILEDANDDATEDJUNE23,2004(SECFILE

NUMBER 001-13444), ANDTHE PROSPECTUSSUPPLEMENTSRELATING TOTHE CABCOSERIES2004-

101 TRUST DATEDMAY10, 2004 AND MAY17, 2004 (REGISTRATIONNUMBER 033-91744 AND 033-

91744-05). THIS REPORT SHALL BE A PART THEREOFFROM THE DATE ON WHICH THIS REPORT IS

FURNISHED, TO THEEXTENT NOT SUPERSEDEDBY DOCUMENTS ORREPORTS SUBSEQUENTLY

FILED OR FURNISHED.

EXPLANATORYNOTE

UBS AG has determined that, for purposesof Rule 3-05 of Regulation S-X, the proposedcombination

with Credit Suisse AG requires it to incorporatefinancial statements for Credit SuisseAG in the

outstanding registration statements indicatedon the cover of this Form 6-K. In addition,pursuant to

Article 11 of RegulationS-X, UBS AG is required to incorporatein such registration statements

unaudited pro forma condensed combinedfinancial information prepared to reflectthe proposed

combination. Such pro forma financialinformation is based on (i) the auditedconsolidated financial

statements of UBS AG as of and for the yearended 31 December 2023 and (ii) theaudited

consolidated financial statements of CreditSuisse AG as of and for the yearended 31 December 2023.

This pro forma financial information is presentedfor illustrative purposes only and does notreflect the

results of operations or the financialposition of UBS AG that would have resultedhad the

combination occurred at the dates indicated,or project the results of operations orfinancial position of

UBS AG for any future date or period.

The audited consolidated income statements,statements of comprehensive income,cash flow

statements and statements of changesin equity of Credit Suisse AG for thethree years ended 31

December 2023, and the audited consolidatedbalance sheets of Credit Suisse AGas of 31 December

2023 and 2022, including the notes theretoand the report of the independentaccountant thereon, are

filed as Exhibit 99.1 to this report on Form6 K.

The unaudited pro forma condensed combinedincome statement for the year ended31 December 2023

and the unauditedpro forma condensedcombined balancesheet as of 31December 2023, areattached

hereto as Exhibit 99.2 to this report on Form6-K.

 

EXHIBIT INDEX

Exhibit No.

99.1Audited consolidated financial statementsof Credit Suisse AG as of 31 December2023 and

2022 and for the three year period ended31 December 2023, and the accompanyingnotes

thereto

99.2

99.3

 

 

SIGNATURES

Pursuant to the requirements of the SecuritiesExchange Act of 1934, the registrantshave duly

caused this report to be signed on their behalfby the undersigned, thereunto dulyauthorized.

UBS AG

By: _/s/ Steffen Henrich__________

Name: Steffen Henrich

Title: Controller

By: _/s/ David Kelly___

Name:David Kelly

Title:Managing Director

Date:March 28, 2024