SCHEDULE: Yubo International Biotech Sees Major Stake Increase by Flydragon International and Jun Wang

Flydragon International Ltd and its controlling person, Jun Wang, significantly increased their beneficial ownership in Yubo International Biotech Limited to 48.1% through a private placement that converted company debt into equity.

Summary

• Flydragon International Ltd and Jun Wang, collectively referred to as Reporting Persons, increased their beneficial ownership in Yubo International Biotech Limited to 81,943,800 shares of Class A Common Stock, representing 48.1% of the total outstanding shares.
• This increase resulted from a Securities Purchase Agreement dated July 23, 2025, where the Issuer sold an aggregate of 50,600,000 shares of Class A Common Stock.
• FlyDragon acquired 42,000,000 shares, and Chinaone Technology Limited acquired 8,600,000 shares.
• The purchase price for these shares was $0.05 per share.
• The consideration for the shares was paid through the cancellation of certain indebtedness owed by Yubo International Biotech Limited to Jun Wang and Yang Wang.
• The transaction increased the Reporting Persons' aggregate percentage ownership by over 1%.
• The shares were issued without registration under the Securities Act of 1933, relying on exemptions for private offerings to accredited investors.

Sentiment

Score: 7

Explanation: The filing indicates a significant debt reduction for the company through equity conversion, which is generally positive for financial health. However, the increased ownership concentration could be viewed with mixed sentiment by some investors.

Positives

• Cancellation of certain indebtedness owed by Yubo International Biotech Limited to Jun Wang and Yang Wang, improving the company's balance sheet by reducing liabilities.
• Strengthened alignment of interests between a significant shareholder (Jun Wang/Flydragon) and the company through increased equity ownership.

Negatives

• Significant concentration of ownership (48.1%) by a single entity/individual (Flydragon/Jun Wang) could reduce liquidity for other shareholders and potentially impact corporate governance dynamics.
• Issuance of 50,600,000 new shares resulted in dilution for existing shareholders.

Risks

• The shares were offered and sold without registration under the Securities Act of 1933, relying on exemptions, which carries the inherent risk that if the conditions for these exemptions are not strictly met, the issuer could face regulatory scrutiny or rescission rights from purchasers.
• High concentration of ownership by a single entity/individual (48.1%) could lead to reduced influence for minority shareholders in corporate decisions.

Future Outlook

The filing does not provide specific forward-looking statements or guidance beyond the completion of the described transaction.

Industry Context

This filing primarily details a change in beneficial ownership and a debt-to-equity conversion for Yubo International Biotech Limited, rather than broader industry trends. It reflects an internal corporate finance strategy to manage debt and consolidate ownership.

Related Party Transactions

• The consideration for the 50,600,000 shares of Class A Common Stock was the cancellation of certain indebtedness owed by the Issuer to Jun Wang and Yang Wang. Jun Wang is a reporting person and controls Flydragon International Ltd, making this a related party transaction.

Stakeholder Impact

• Shareholders: Existing shareholders experienced dilution due to the issuance of 50,600,000 new shares. The increased ownership by Flydragon/Jun Wang to 48.1% could impact voting power and influence.
• Creditors: Creditors whose debt was cancelled (Jun Wang and Yang Wang) converted their claims into equity, changing their relationship with the company from creditors to shareholders.

Key Dates

Recommendation

The debt-to-equity conversion is a positive step for the company's balance sheet, reducing liabilities. However, the significant increase in beneficial ownership by a single entity/individual to nearly 50% introduces a high concentration risk and potential governance concerns for minority shareholders. While the debt reduction is favorable, the ownership structure change warrants a 'hold' recommendation to observe the long-term implications of such concentrated control on the company's strategic direction and market liquidity.

Keywords

Yubo International Biotech Limited, Flydragon International Ltd, Jun Wang, Schedule 13D/A, Beneficial Ownership, Equity Stake, Debt Conversion, Private Placement, Share Issuance, Corporate Governance, Biotech