SCHEDULE: CIMG Inc. Sees Major Stake Acquisition by Hong Kong Investors
Beneficial Ownership Report
Sanwei Liu, Xiaodong Liu, and Fixed Star Future Technology Ltd. disclose a 14.71% beneficial ownership stake in CIMG Inc. through newly issued shares.
Summary
- Sanwei Liu, Xiaodong Liu, and Fixed Star Future Technology Ltd. collectively reported beneficial ownership of 27,683,333 shares of CIMG Inc. common stock.
- This ownership represents 14.71% of CIMG Inc.'s outstanding common stock.
- The percentage is calculated based on 188,180,751 shares of common stock issued and outstanding as of September 17, 2025, as reported in the Issuer's Form 10-Q filed on September 24, 2025.
- The shares were newly issued and acquired pursuant to a Business Cooperation Intent Agreement dated August 1, 2025, and a Securities Purchase Agreement entered into on August 27, 2025.
- Fixed Star Future Technology Ltd. is a private company registered in Hong Kong, 100% owned by Sanwei Liu.
- Xiaodong Liu is the sole director of Fixed Star Future Technology Ltd. and has voting and investment discretion over the shares held by Fixed Star.
- Both Sanwei Liu and Xiaodong Liu are deemed to have shared voting and dispositive power over the 27,683,333 shares.
Sentiment
Score: 5
Explanation: The filing is a factual disclosure of beneficial ownership and does not inherently convey positive or negative sentiment regarding the company's performance or prospects, beyond the fact of a new significant investor.
Positives
- A significant new investor group, including Fixed Star Future Technology Ltd., Sanwei Liu, and Xiaodong Liu, has acquired a substantial 14.71% stake in CIMG Inc., potentially signaling confidence in the company's future.
- The acquisition is based on a Business Cooperation Intent Agreement and a Securities Purchase Agreement, suggesting a strategic alignment and potential for future collaboration.
Negatives
- The acquisition involved 'newly issued shares,' which implies dilution for existing shareholders.
Future Outlook
The filing does not contain any forward-looking statements or guidance from CIMG Inc. or the reporting persons regarding future operations or financial performance.
Industry Context
This filing primarily concerns a change in beneficial ownership and does not provide specific details to analyze its relation to broader industry trends or competitors.
Stakeholder Impact
- Shareholders: Existing shareholders experienced dilution due to the issuance of new shares, but also gain a significant new investor who may bring strategic value.
- Company (CIMG Inc.): The company has secured a new significant shareholder and potentially capital through the issuance of new shares, as well as a business cooperation agreement.
Key Dates
| Date | Description |
|---|---|
| August 1, 2025 | Date of the Business Cooperation Intent Agreement (BC Agreement) between the Issuer and other parties. |
| August 27, 2025 | Date of the Securities Purchase Agreement (SPA). |
| September 9, 2025 | Date of event which requires filing of this statement. |
| September 17, 2025 | Date as of which 188,180,751 shares of common stock were issued and outstanding, used for percentage calculation. |
| September 24, 2025 | Date CIMG Inc.'s quarterly report on Form 10-Q was filed with the SEC. |
| October 24, 2025 | Date of signing the Schedule 13G statement and Joint Filing Agreement by Sanwei Liu, Xiaodong Liu, and Fixed Star Future Technology Ltd. |
Keywords
CIMG Inc., beneficial ownership, Schedule 13G, equity stake, institutional investor, Hong Kong, common stock, share acquisition
Disclaimer:The information provided here is for general informational purposes only and does not constitute financial advice, recommendation, or endorsement of any kind. It may contain errors or omissions. You should not rely on this information to make financial decisions. Always seek the advice of a qualified financial professional before making any investment or financial decisions. Use of this information is at your own risk.