Sec Form 13D Filing - Focus Draw Group Ltd filing for Yubo International Biotech Ltd (YBGJ) - 2022-11-10

Yubo International Biotech Limited

(Name of Issuer)

Lina Liu

Room 105, Building 5, 31 Xishiku Avenue

Xicheng District, Beijing, China

Tel: +86 (010) 6615-5141

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7(b) for other parties to whom copies are to be sent.

*

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 CUSIP No. 988366100

1

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Focus Draw Group Limited

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 BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

☐

6

CITIZENSHIP OR PLACE OF ORGANIZATION

British Virgin Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

9,101,400 ⁽¹⁾

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

9,101,400 ⁽¹⁾

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

9,101,400 ⁽¹⁾

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) 

☐

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

7.6% ⁽²⁾

14

TYPE OF REPORTING PERSON (See Instructions)

OO

⁽¹⁾

Represents the shares of Class A Common Stock held directly by Focus Draw Group Limited. Ms. Lina Liu is the sole Director of Focus Draw Group Limited, and as such, Ms. Lina Liu may be deemed to have voting and investment power over such shares held by Focus Draw Group Limited. Ms. Lina Liu disclaims beneficial ownership of such securities except to the extent of her indirect pecuniary interest therein, if any, and this report shall not be deemed an admission that she is the beneficial owner of such securities for any purposes.

⁽²⁾

This percentage is based on 119,816,343 shares of Class A Common Stock issued and outstanding, consisting of (i) 118,177,885 shares of Class A Common Stock issued and outstanding as of July 29, 2022, as disclosed in the Issuer’s Prospectus (File No. 333-255805), filed with the U.S. Securities and Exchange Committee (the “SEC”), pursuant to Rule 424(b)(3) under the Securities Act of 1933, as amended, on August 1, 2022; and (ii) 1,638,458 shares of Class A Common Stock newly-issued and sold in a registered offering, as disclosed in the Issuer’s Current Report on Form 8-K, which was filed with the SEC on September 9, 2022.

 CUSIP No. 988366100

1

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Lina 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 BOX 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

7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

9,101,400 ⁽¹⁾

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

9,101,400 ⁽¹⁾

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

9,101,400 ⁽¹⁾

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

☐

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

7.6% ⁽²⁾

14

TYPE OF REPORTING PERSON (See Instructions)

IN

⁽¹⁾

Represents shares of Class A Common Stock held directly by Focus Draw Group Limited. Ms. Lina Liu is the sole Director of Focus Draw Group Limited, and as such, Ms. Lina Liu may be deemed to have voting and investment power over such shares held by Focus Draw Group Limited. Ms. Lina Liu disclaims beneficial ownership of such securities except to the extent of her indirect pecuniary interest therein, if any, and this report shall not be deemed an admission that she is the beneficial owner of such securities for any purposes.

⁽²⁾

This percentage is based on 119,816,343 shares of Class A Common Stock issued and outstanding, consisting of (i) 118,177,885 shares of Class A Common Stock issued and outstanding as of July 29, 2022, as disclosed in the Issuer’s Prospectus (File No. 333-255805), filed with the SEC, pursuant to Rule 424(b)(3) under the Securities Act of 1933, as amended, on August 1, 2022; and (ii) 1,638,458 shares of Class A Common Stock newly-issued and sold in a registered offering, as disclosed in the Issuer’s Current Report on Form 8-K, which was filed with the SEC on September 9, 2022.

(a)

See rows (11) and (13) of the cover pages to this Amendment No. 1 for the aggregate number of Class A Common Stock and percentage of the Class A Common Stock beneficially owned by each Reporting Person.

(b)

See rows (7) through (10) of the cover pages to this Amendment No. 1 for the number of Class A Common Stock as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole and shared power to dispose or to direct the disposition.

(c)

Except as disclosed in Item 4 above, no transactions in the Issuer’s capital stock have been effected by the Reporting Persons during the past sixty (60) days.

(d)

Except as disclosed in this Item 5, to the knowledge of the Reporting Persons, only the Reporting Persons have the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the shares of Class A Common Stock reported by this Amendment No. 1.

(e)

Not applicable.

FOCUS DRAW GROUP LIMITED

Name:  

Lina Liu