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
(Amendment No. 2)*
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Yubo International Biotech Limited (Name of Issuer) |
Class A Common Stock, par value $0.001 per share (Title of Class of Securities) |
988366100 (CUSIP Number) |
Chinaone Technology Limited Wickham's Cay II, P.O. Box 2221, Road Town Tortola, D8, 00000 86 136-0129-6655 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
07/23/2025 (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. | 988366100 |
| 1 |
Name of reporting person
Chinaone Technology Ltd | ||||||||
| 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
VIRGIN ISLANDS, BRITISH
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
25,811,400.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
15.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Comment for Percent of class represented by amount in Row (11): This percentage is based on an aggregate of 170,416,343 shares of Class A Common Stock, consisting of (i) 119,816,343 shares of Class A Common Stock outstanding as of May 14, 2025, as disclosed in the Issuer's Quarterly Report on Form 10-Q filed with the U.S. Securities and Exchange Commission on May 14, 2025, and (ii) 50,600,000 shares of Class A Common Stock issued in connection with the Transaction (as defined below).
SCHEDULE 13D
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| CUSIP No. | 988366100 |
| 1 |
Name of reporting person
Yang Wang | ||||||||
| 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)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CHINA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
25,811,400.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
15.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Comments for "Aggregate amount beneficially owned by each reporting person": Represents 25,811,400 shares of Class A Common Stock of the Issuer directly held by Chinaone Technology Limited, an entity 100% owned and controlled by Yang Wang. Comment for "Percent of class represented by amount in Row (11)": This percentage is based on an aggregate of 170,416,343 shares of Class A Common Stock, consisting of (i) 119,816,343 shares of Class A Common Stock outstanding as of May 14, 2025, as disclosed in the Issuer's Quarterly Report on Form 10-Q filed with the U.S. Securities and Exchange Commission on May 14, 2025, and (ii) 50,600,000 shares of Class A Common Stock issued in connection with the Transaction (as defined below).
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A Common Stock, par value $0.001 per share | |
| (b) | Name of Issuer:
Yubo International Biotech Limited | |
| (c) | Address of Issuer's Principal Executive Offices:
1102, 11th Floor, Building 2, No.10, Chaoyang Park S. Rd., Chaoyang District, Beijing,
CHINA
, 100026. | |
Item 1 Comment:
This Amendment No. 2 (this "Amendment No. 2") to Schedule 13D amends and supplements certain statements on Schedule 13D originally filed with the U.S. Securities and Exchange Commission (the "SEC") on January 25, 2021, as further amended by Amendment No. 1 to Schedule 13D filed with the SEC on April 25, 2025 (as amended, the "Schedule 13D"), by (i) Chinaone Technology Limited, a company organized under the laws of British Virgin Islands ("Chinaone"), and (ii) Mr. Yang Wang, an individual (together with Chinaone, the "Reporting Persons"), as specifically set forth herein. Except as otherwise specified in this Amendment No. 2, all other items of the Schedule 13D remain unchanged in all material respects. Capitalized terms used but not otherwise defined herein have the respective meanings ascribed to them in the Schedule 13D. | ||
| Item 2. | Identity and Background | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 of the Schedule 13D is hereby supplemented by the addition of the following information: Securities Purchase Agreement On July 23, 2025, the Issuer entered into a Securities Purchase Agreement, by and among the Issuer, on the one hand, and FlyDragon International Limited, a British Virgin Islands limited liability company ("FlyDragon"), and Chinaone, on the other hand, for a sale of an aggregate of 50,600,000 shares of Class A Common Stock (the "Transaction"). At the closing of the Transaction, the Issuer issued 42,000,000 shares and 8,600,000 shares of Class A Common Stock to FlyDragon and Chinaone, respectively. The purchase price is $0.05 per share, and the consideration was paid in the form of cancellation of certain of the Issuer's indebtedness that was due and payable to Jun Wang and Yang Wang. The Transaction resulted in an increase of over 1% in the aggregate percentage ownership reported by the Reporting Persons in the Schedule 13D. The shares were offered and sold without registration under the Securities Act of 1933, as amended (the "Securities Act"), in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act as a transaction not involving a public offering and Rule 506 of Regulation D promulgated under the Securities Act as sales to accredited investors and in reliance on similar exemptions under applicable state laws. The foregoing summary of the Securities Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Securities Purchase Agreement, a copy of which is attached hereto as Exhibit 99.1 and incorporated by reference herein. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is hereby supplemented by the addition of the following information: Securities Purchase Agreement The subsection entitled "Securities Purchase Agreement" under Item 3 above is hereby incorporated by reference. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | See rows (11) and (13) of the cover pages to this Amendment No. 2 for the aggregate number of shares of Class A Common Stock and percentage of shares of Class A Common Stock beneficially owned by each of the Reporting Persons. | |
| (b) | See rows (7) through (10) of the cover pages to this Amendment No. 2 for the number of shares of Class A Common Stock as to which each of the Reporting Persons has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition. | |
| (c) | Except as set forth herein, the Reporting Persons have not effected any transactions during the past sixty (60) days in any shares of Class A Common Stock. | |
| (d) | No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, the shares beneficially owned by the Reporting Persons. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
| Item 7. | Material to be Filed as Exhibits. | |
Securities Purchase Agreement, dated as of July 23, 2025, by and among the Issuer, FlyDragon and Chinaone (incorporated by reference to Exhibit 10.1 to the Issuer's Current Report on Form 8-K filed with the SEC on July 25, 2025) | ||
| 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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