SCHEDULE 13D: Metaverse Intelligence Tech Ltd. Discloses 24.9% Stake in CIMG Inc. Following Convertible Note Conversions

Metaverse Intelligence Tech Ltd., along with its 100% owner Wenwen Yu and sole director Ying Yu, has disclosed a beneficial ownership of 24.9% in CIMG Inc., totaling 8,688,557 shares, primarily through the conversion of convertible notes and warrants.

Summary

• Wenwen Yu, as 100% owner of Metaverse Intelligence Tech Ltd., and Ying Yu, as its sole director, along with Metaverse Intelligence Tech Ltd., are the Reporting Persons.
• The Reporting Persons collectively beneficially own 8,688,557 shares of CIMG Inc. common stock.
• This aggregate ownership represents 24.9% of CIMG Inc.'s common stock, calculated based on 30,197,418 shares outstanding as of March 24, 2025, plus 4,756,410 new shares issuable from warrant exercise.
• The acquisition of shares stemmed from two convertible promissory note purchases by Metaverse Intelligence Tech Ltd. using working capital.
• On August 20, 2024, a $300,000 convertible note was purchased, which converted into 322,445 shares on October 31, 2024.
• On December 12, 2024, an additional $1,855,000 convertible note and warrants to acquire 4,756,410 shares were purchased.
• The $1,855,000 note converted into 3,609,702 shares on March 18, 2025.
• Metaverse Intelligence Tech Ltd. directly holds 3,932,147 shares of common stock and warrants to acquire up to 4,756,410 shares of common stock.

Sentiment

Score: 7

Explanation: The filing indicates a significant financial investment and potential for active engagement by the reporting persons to enhance shareholder value, which is generally positive for the company. However, it's a factual disclosure rather than a performance report, so the sentiment is based on the implications of a new, large investor.

Positives

• The Reporting Persons have made a significant financial investment in CIMG Inc., indicating confidence in the Issuer.
• The Reporting Persons intend to engage in discussions with CIMG Inc.'s management and board regarding business, strategy, and potential strategic alternatives, which could enhance shareholder value.
• The potential for the Reporting Persons to advocate for plans to protect, preserve, or enhance the value of the Issuer's assets.

Future Outlook

The Reporting Persons intend to continuously review their investment in CIMG Inc. They may engage in discussions with the Issuer's management, board of directors, other shareholders, and relevant parties concerning the company's business, assets, capitalization, financial condition, operations, management, strategy, potential business combinations, strategic alternatives, and future plans. They may also consider, formulate, discuss, and seek to implement various plans or proposals aimed at protecting, preserving, or enhancing stockholder value or the value of the Issuer's assets. Depending on various factors, the Reporting Persons may purchase additional shares, sell some or all of their Common Stock, engage in hedging transactions, or otherwise change their investment intentions.

Management Comments

• "The purpose of the acquisitions was to make a financial investment in the Issuer."
• "The Reporting Persons may engage in discussions with management, the board of directors of the Issuer (the 'Board'), other shareholders of the Issuer and other relevant parties concerning the business, assets, capitalization, financial condition, operations, management, strategy, potential business combinations and strategic alternatives, and future plans of the Issuer."
• "The Reporting Persons also may consider, formulate, discuss and seek to cause the Issuer to implement various plans or proposals intended to protect, preserve or enhance stockholder value or protect, preserve or enhance the value of the Issuer's assets, including plans or proposals that may involve extraordinary matters relating to the Issuer."

Industry Context

NA

Corporate Governance

Stakeholder Impact

• Shareholders: The conversion of convertible notes and potential exercise of warrants will increase the number of outstanding shares, leading to dilution for existing shareholders. However, the entry of a significant new investor with stated intentions to engage in strategic discussions could also be viewed positively for long-term value creation.
• Company (CIMG Inc.): The company received capital from the initial purchase of the convertible notes. It now has a significant shareholder who may actively participate in strategic discussions and potentially influence future direction.

Next Steps

• The Issuer is obligated to prepare and file an initial Registration Statement on Form S-1 covering the resale of all registrable securities (conversion shares and warrant shares).
• This S-1 filing is due no later than 30 days subsequent to 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.
• The Reporting Persons intend to continuously review their investment in CIMG Inc.
• The Reporting Persons may engage in discussions with CIMG Inc.'s management, board, and other shareholders.
• The Reporting Persons may consider and advocate for plans to enhance stockholder value or assets.
• The Reporting Persons may purchase additional shares, sell shares, or engage in hedging transactions related to CIMG Inc. securities.

Key Dates

Recommendation

Keywords

CIMG Inc., Schedule 13D, beneficial ownership, convertible note, warrants, financial investment, shareholder value, corporate governance, SEC filing, Metaverse Intelligence Tech Ltd., Wenwen Yu, Ying Yu