SCHEDULE: CIMG Inc. Sees Major Stake Increase by Yumei Liu & Joyer

Yumei Liu and Joyer Investment Limited significantly increased their beneficial ownership in CIMG Inc. to 17.1% and 20.8% respectively through recent share acquisitions and warrant conversions.

Summary

• Yumei Liu, through her 100% ownership of Joyer Investment Limited, beneficially owns 32,125,872 shares of CIMG Inc. common stock, representing 17.1% of the class.
• Joyer Investment Limited directly holds 32,125,872 shares of CIMG Inc. common stock, representing 20.8% of the class.
• The beneficial ownership includes 3,074,590 shares acquired on March 18, 2025, from the conversion of a $1,580,000 convertible note.
• An additional 25,000,000 shares were acquired on September 2, 2025, for an aggregate consideration of 110,000 bitcoin (BTC) pursuant to a Securities Purchase Agreement.
• Joyer Investment Limited also holds warrants to acquire up to 4,051,282 shares of common stock.
• The percentages are calculated based upon 188,180,751 shares of common stock issued and outstanding as of September 17, 2025, as reported in the Issuer's 10-Q filed on September 24, 2025, plus the shares and warrants held by Joyer Investment Limited.
• The purpose of these acquisitions was to make a financial investment in CIMG Inc., with the Reporting Persons retaining flexibility to adjust their holdings.

Sentiment

Score: 7

Explanation: The significant increase in beneficial ownership by a key investor, including a substantial investment using Bitcoin, suggests a strong vote of confidence in CIMG Inc.'s future prospects. While the filing is purely informational about ownership, the scale of the investment is a positive indicator.

Positives

• A significant financial investment by a major shareholder, indicating confidence in CIMG Inc.'s future.
• The acquisition of 25,000,000 shares for 110,000 bitcoin demonstrates a substantial commitment from Joyer Investment Limited.
• The conversion of a convertible note into 3,074,590 shares strengthens the investor's long-term stake in the company.

Risks

• The Reporting Persons intend to review their investments on a continuing basis and may, depending on various factors, purchase additional shares, sell some or all of their Common Stock, engage in hedging transactions, or otherwise change their investment intentions, which could impact the share price.

Future Outlook

The Reporting Persons intend to continuously review their investment in CIMG Inc. and may, depending on various factors including the Issuer's financial position, strategic direction, and market conditions, purchase additional shares, sell existing holdings, or engage in hedging transactions.

Industry Context

This filing indicates a significant concentration of ownership by a single investor and their affiliated entity, which can influence corporate governance and strategic decisions. The use of Bitcoin as consideration for a substantial share purchase highlights the evolving landscape of asset classes used in corporate transactions, potentially reflecting a company or investor with exposure to digital assets.

Related Party Transactions

• Joyer Investment Limited, 100% owned by Yumei Liu, engaged in transactions with CIMG Inc. to acquire convertible notes, warrants, and common stock.
• These transactions include the purchase of a convertible note and warrants on December 12, 2024, and the acquisition of 25,000,000 shares on September 2, 2025.

Stakeholder Impact

• Shareholders: Increased concentration of ownership by a significant investor could lead to more stable long-term strategic direction but also potentially less liquidity for other shareholders if the investor's intentions shift. The future S-1 filing for resale could introduce more shares into the market.
• Company (CIMG Inc.): The capital raised through the convertible note and the share purchase provides funding for the company.

Next Steps

• CIMG Inc. is required to prepare and file an initial Registration Statement on Form S-1 covering the resale of all registrable securities (conversion shares and warrant shares).
• The S-1 filing must occur as soon as practicable, but no later than 30 days after the filing of the Form 10-K for the fiscal year ended September 30, 2024, or five business days after stockholder approval of the Purchase Agreement transactions, whichever is later.

Key Dates

Recommendation

The filing indicates a significant increase in a major investor's stake, which is generally a positive signal of confidence. However, as a Schedule 13D, it primarily reports ownership changes rather than operational performance or strategic shifts. The investor explicitly states flexibility to buy or sell, which introduces potential future market activity. Without further operational or financial details from CIMG Inc., a 'hold' recommendation is prudent, acknowledging the positive investor confidence while awaiting more comprehensive company-specific information.

Keywords

CIMG Inc., Yumei Liu, Joyer Investment Limited, Schedule 13D, Beneficial Ownership, Common Stock, Convertible Note, Warrants, Securities Purchase Agreement, Bitcoin Investment, Share Acquisition, Financial Investment