Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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CIMG Inc. (Name of Issuer) |
Common Stock, Par Value $0.00001 Per Share (Title of Class of Securities) |
67073S307 (CUSIP Number) |
Yujie Liu Sertus Incorporations (Cayman) Limited,, 23 Lime Tree Bay Avenue, Grand Cayman Cayman Islands, E9, KY1-1104 (852) 46817425 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
03/18/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 67073S307 |
| 1 |
Name of reporting person
Yujie Liu | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
CHINA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
8,365,419.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
23.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(1) Note to Rows 7, 9, and 11: (i) Yujie Liu, through her 100% ownership of YY Tech Inc., beneficially owns 8,365,419 shares of common stock, including 3,609,009 shares of common stock directly held, of which 3,609,009 shares of common stock were acquired pursuant to the conversion of a convertible note dated on March 18, 2025, in connection with the convertible note and warrant purchase agreement dated December 12, 2024. (ii) YY Tech Inc. also holds warrants to acquire up to 4,756,410 shares of common stock.(2) Note to Row 13: This percentage is calculated based upon (i) 30,197,418 shares of common stock issued and outstanding as of March 24, 2025, as reported in the Issuer's 8-K filed with the SEC on April 3, 2025, and 4,756,410 new shares of common stock that may be issued pursuant to exercise of warrants held by YY Tech Inc.; and (ii) YY Tech Inc. directly holds 3,609,009 shares of common stock and warrants to acquire up to 4,756,410 shares of common stock as of March 24, 2025.
SCHEDULE 13D
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| CUSIP No. | 67073S307 |
| 1 |
Name of reporting person
YY Tech Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
8,365,419.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
23.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
(1) Note to Rows 7, 9, and 11: (i) Yujie Liu, through her 100% ownership of YY Tech Inc., beneficially owns 8,365,419 shares of common stock, including 3,609,009 shares of common stock directly held, of which 3,609,009 shares of common stock were acquired pursuant to the conversion of a convertible note dated on March 18, 2025, in connection with the convertible note and warrant purchase agreement dated December 12, 2024. (ii) YY Tech Inc. also holds warrants to acquire up to 4,756,410 shares of common stock.(2) Note to Row 13: This percentage is calculated based upon (i) 30,197,418 shares of common stock issued and outstanding as of March 24, 2025, as reported in the Issuer's 8-K filed with the SEC on April 3, 2025, and 4,756,410 new shares of common stock that may be issued pursuant to exercise of warrants held by YY Tech Inc.; and (ii) YY Tech Inc. directly holds 3,609,009 shares of common stock and warrants to acquire up to 4,756,410 shares of common stock as of March 24, 2025.
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, Par Value $0.00001 Per Share |
| (b) | Name of Issuer:
CIMG Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
Room R2, FTY D, 16/F, Kin Ga Industrial, 9 San On Street, Tuen Mun, Hong Kong,
HONG KONG
, 00000. |
| Item 2. | Identity and Background |
| (a) | This Schedule 13D is being filed by (i) Yujie Liu, as 100% owner of YY Tech Inc.; and (ii) YY Tech Inc., with respect to the shares of Common Stock directly and beneficially owned by it and the shares of Common Stock issuable upon exercise of the Warrants owned by it.Each of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons". Each of the Reporting Persons is a party to that certain Joint Filing Agreement, as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D. |
| (b) | The address of the principal office of each of the Reporting Persons is Sertus Incorporations (Cayman) Limited, P.O. Box 2547, Sertus Chambers, Governors Square, Suite #5-204, 23 Lime Tree Bay Avenue, Grand Cayman, KY1-1104 Cayman Islands |
| (c) | Yujie Liu is 100% owner of YY Tech Inc.YY Tech Inc.is a holding company. |
| (d) | During the last five years, none of the Reporting Persons nor any director or executive officer of the Reporting Persons have been convicted in a criminal proceeding. |
| (e) | During the last five years, none of the Reporting Persons nor any director or executive officer of Reporting Persons was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (f) | Yujie Liu: ChinaYY Tech Inc.: Cayman Islands |
| Item 3. | Source and Amount of Funds or Other Consideration |
On December 12, 2024, YY Tech Inc. used $1,855,000 in working capital to purchase a convertible promissory note in the aggregate principal amount of $1,855,000 (the "Note") and warrant to purchase 4,756,410 shares of Common Stock of the issuer pursuant to a certain Convertible Note and Warrant Purchase Agreement dated December 12, 2024 (the "Purchase Agreement"). On March 18, 2025 the Note plus accrued interest was converted into 3,609,009 shares of Common Stock of the Issuer. | |
| Item 4. | Purpose of Transaction |
The purpose of the acquisitions was to make a financial investment in the Issuer.The Reporting Persons may engage in discussions with management, the board of directors of the Issuer (the "Board"), other shareholders of the Issuer and other relevant parties concerning the business, assets, capitalization, financial condition, operations, management, strategy, potential business combinations and strategic alternatives, and future plans of the Issuer. The Reporting Persons also may consider, formulate, discuss and seek to cause the Issuer to implement various plans or proposals intended to protect, preserve or enhance stockholder value or protect, preserve or enhance the value of the Issuer's assets, including plans or proposals that may involve extraordinary matters relating to the Issuer. Any such actions or transactions may be taken, advocated by, or involve the Reporting Persons alone or in conjunction with other shareholders, financing sources and/or other third parties, and could include proposing or considering one or more of the actions described in subsections (a) through (j) of Item 4 of Schedule 13D.The Reporting Persons intend to review their investments in the Issuer on a continuing basis. Depending on various factors, including, without limitation, the Issuer's financial position and strategic direction, actions taken by the Board, price levels of shares of the Common Stock, other investment opportunities available to the Reporting Persons, concentration of positions in the portfolios managed by the Reporting Persons, market conditions and general economic and industry conditions, the Reporting Persons may take such actions with respect to their investment in the Issuer as they deem appropriate, including, without limitation, purchasing additional shares of the Common Stock or other financial instruments related to the Issuer or the Common Stock or selling some or all of the Common Stock, engaging in hedging or similar transactions involving securities relating to the Issuer or the Common Stock and/or otherwise changing their intention with respect to any and all matters referred to in subsections (a) through (j) of Item 4 of Schedule 13D. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | The responses of each of the Reporting Persons with respect to Rows 11 and 13 of the cover pages of this Schedule 13D that relate to the aggregate number and percentage of Common Stock are incorporated herein by reference.The responses of each of the Reporting Persons with respect to Rows 7, 8, 9 and 10 of the cover pages of this Schedule 13D that relate to the number of Common Stock as to which such Reporting Persons have sole or shared power to vote, or to direct the vote, and sole or shared power to dispose of, or to direct the disposition, are incorporated herein by reference. |
| (b) | See (a). |
| (c) | Except as reported in Item 3 above, the Reporting Persons have not affected any transactions in the shares of Common Stock in the sixty days prior to the date hereof. |
| (d) | The information in Item 2 is incorporated by reference into this Item 5(d). |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
The Reporting Persons' responses to Items 3 - 5 are incorporated by reference into this Item 6.On December 12, 2024, in connection with the Purchase Agreement, the Issuer entered into a Registration Rights Agreement with YY Tech Inc. (the "Registration Rights Agreement"). Pursuant to the Registration Rights Agreement the Issuer shall prepare and, as soon as practicable, but in no event later than 30 days subsequent to the filing of the Form 10-K for its audited financial statements for the fiscal year ended September 30, 2024, or five business days after the approval by the Issuer's stockholders of the transactions contemplated in the Purchase Agreement, whichever is later, file with the SEC an initial Registration Statement on Form S-1 covering the resale of all of the registrable securities, which includes all conversion shares from the conversion of the Notes and warrant shares from the exercise of the Warrants.Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer. | |
| Item 7. | Material to be Filed as Exhibits. |
Exhibit 99.1 Joint Filing Agreement |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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YY Tech Inc. |
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