SCHEDULE: Major Shareholder Yubo Yang Consolidates Control of CIMG Inc. Stake, Signaling Potential Strategic Engagement

Yubo Yang, through Dada Business Trading Co., Limited, has solidified a 17% beneficial ownership in CIMG Inc., following a significant investment and a recent change in the directorship of the holding company.

Summary

• Yubo Yang, through his 100% ownership of Dada Business Trading Co., Limited, beneficially owns 6,739,761 shares of CIMG Inc. common stock.
• This aggregate ownership represents 17% of CIMG Inc.'s outstanding common stock, calculated based on 36,397,418 shares issued as of June 10, 2025, plus 3,333,333 shares issuable from warrants.
• Dada Business Trading Co., Limited directly holds 3,406,428 shares of common stock.
• An additional 2,529,236 shares were acquired on March 18, 2025, through the conversion of a convertible note.
• Dada Business Trading Co., Limited also holds warrants to acquire up to 3,333,333 shares of common stock.
• The initial investment included $500,000 for 877,192 shares on September 24, 2024, and $1,300,000 for a convertible promissory note and warrants on December 12, 2024, totaling $1,800,000 in working capital.
• Zheng Dai resigned as the sole director of Dada Business Trading Co., Limited on June 13, 2025, and Yubo Yang was appointed as the new sole director, consolidating his control over the investment vehicle.

Sentiment

Score: 6

Explanation: The filing indicates a substantial financial investment and a consolidated ownership position by a key investor, with an stated intent to engage in strategic discussions, which could be viewed positively for potential value creation. However, it is a factual ownership update rather than a performance report, so a neutral-to-slightly-positive score is appropriate.

Positives

• A significant financial investment totaling $1,800,000 has been made by Dada Business Trading Co., Limited into CIMG Inc., indicating confidence in the Issuer.
• The Reporting Persons explicitly state their purpose is to make a financial investment, suggesting a belief in the Issuer's potential.
• The Reporting Persons may engage in discussions with management and the board regarding business, strategy, and potential business combinations, which could lead to value-enhancing initiatives.

Negatives

• The filing does not present any explicit negative financial or operational outcomes for CIMG Inc. from the perspective of the reporting persons.

Risks

• The Reporting Persons may purchase additional shares or sell some or all of their holdings, which could introduce volatility to the stock price.
• The Reporting Persons may engage in hedging or similar transactions, which could impact market dynamics for CIMG Inc. securities.
• The Reporting Persons may seek to cause the Issuer to implement various plans or proposals, including extraordinary matters, which could lead to strategic shifts or potential conflicts.

Future Outlook

The Reporting Persons intend to continuously review their investment in CIMG Inc. and may take various actions, including purchasing additional shares, selling existing shares, or engaging in hedging transactions. They also plan to engage in discussions with CIMG Inc.'s management and board regarding the company's business, strategy, capitalization, and potential strategic alternatives, with the aim of protecting or enhancing shareholder value.

Industry Context

This filing indicates a significant stake acquisition by an investor, which is a common occurrence in the public markets. Such investments can signal an investor's belief in a company's undervaluation or potential for strategic change. The stated intent to engage with management suggests a potential for shareholder activism, a trend seen across various industries where investors seek to influence corporate strategy and governance.

Management Changes

Stakeholder Impact

• Shareholders: The significant ownership stake and potential for strategic engagement by Yubo Yang could influence future corporate decisions and potentially impact shareholder value. The filing of a Registration Rights Agreement facilitates the resale of shares, which could affect market liquidity and share price.

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) as soon as practicable, but no later than 30 days after the filing of its 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.
• The Reporting Persons intend to continuously review their investment and may purchase or sell additional shares or engage in hedging transactions.
• The Reporting Persons may engage in discussions with CIMG Inc.'s management, board, and other shareholders regarding the company's business, strategy, and future plans.

Key Dates

Keywords

CIMG Inc., Yubo Yang, Dada Business Trading Co. Limited, Schedule 13D, Beneficial Ownership, Convertible Note, Warrants, Shareholder Activism, Investment, Corporate Governance, SEC Filing