As
filed with the Securities and Exchange Commission on August 18, 2025.
Registration
No. 333-289453
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
AMENDMENT
NO. 1
TO
FORM
F-1
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF 1933
YOUXIN
TECHNOLOGY LTD
(Exact
Name of Registrant as Specified in Its Charter)
Not
Applicable
(Translation
of Registrant’s name into English)
| Cayman
Islands |
|
7372 |
|
Not
Applicable |
(State
or other jurisdiction of
incorporation
or organization) |
|
(Primary
Standard Industrial
Classification
Code Number) |
|
(I.R.S.
Employer
Identification
Number) |
Room
1005, 1006, 1007, No. 122 Huangpu Avenue West, Tianhe District, Guangzhou, Guangdong Province
People’s
Republic of China
Tel:
+86 13631357745 |
|
Puglisi
& Associates
850
Library Avenue, Suite 204
Newark,
Delaware 19711
Tel:
+1 (302) 738-6680 |
(Address,
Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s
Principal
Executive Offices) |
|
(Name,
address, including zip code, and
telephone
number,
including
area code, of agent for service) |
Copies
to:
Anthony
W. Basch, Esq.
Alexander
W. Powell Jr., Esq.
Benming
Zhang, Esq.
Kaufman
& Canoles P.C.
Two
James Center, 14th Floor
1021
East Cary Street
Richmond,
Virginia 23219
Tel:
+1 (804) 771-5700 |
|
Ross
D. Carmel, Esq.
Marcelle
Balcombe, Esq.
Sichenzia
Ross Ference Carmel LLP
1185 Avenue of the Americas, 31st Floor
New York, New York 10036
(212) 930-9700 |
Approximate
date of commencement of proposed sale to public: As soon as practicable after the effective date of this Registration Statement.
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, please check the following box. ☒
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following
box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box, and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
Emerging
growth company ☒
If
an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards † provided
pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
| † |
The
term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards
Board to its Accounting Standards Codification after April 5, 2012. |
The
Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective
in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date
as the Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY
NOTE
Youxin
Technology Ltd is filing this Amendment No. 1 to its registration statement on Form F-1 (File No. 333-289453) as an exhibits-only filing.
Accordingly, this amendment consists only of the facing page, this explanatory note, the Exhibit Index of Part II of the Registration
Statement, the signature page to the Registration Statement and the filed exhibit. The remainder of the Registration Statement is unchanged
and has therefore been omitted.
PART
II
INFORMATION NOT REQUIRED IN PROSPECTUS
EXHIBIT
INDEX
| Exhibit
No. |
|
Description |
| 1.1** |
|
Form of Underwriting Agreement |
| 3.1** |
|
Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 of our Registration Statement on Form F-1 (File No. 333-274404) filed with the Securities and Exchange Commission on September 7, 2023) |
| 3.2** |
|
Second Amended and Restated Memorandum of Association (incorporated by reference to Exhibit 3.2 of our Registration Statement on Form F-1 (File No. 333-274404) filed with the Securities and Exchange Commission on September 7, 2023) |
| 3.3** |
|
Second Amended and Restated Articles of Association (incorporated by reference to Exhibit 3.3 of our Registration Statement on Form F-1 (File No. 333-274404) filed with the Securities and Exchange Commission on September 7, 2023) |
| 4.1** |
|
Registrant’s Specimen Certificate for Ordinary Shares (incorporated by reference to Exhibit 4.1 of our Registration Statement on Form F-1 (File No. 333-274404) filed with the Securities and Exchange Commission on September 7, 2023) |
| 4.2** |
|
Form of Pre-Funded Warrant |
| 4.3** |
|
Form of Series A Warrant |
| 4.4** |
|
Form of Series B Warrant |
| 5.1* |
|
Opinion of Ogier regarding the validity of the Ordinary Shares being registered |
| 8.2** |
|
Opinion of Kaufman & Canoles, P.C. regarding certain U.S. federal income tax matters |
| 10.1** |
|
Employment Agreement with Shaozhang Lin (incorporated by reference to Exhibit 10.1 of our Registration Statement on Form F-1 (File No. 333-274404) filed with the Securities and Exchange Commission on September 7, 2023) |
| 10.2** |
|
Employment Agreement with Xirui Guo (incorporated by reference to Exhibit 10.2 of our Registration Statement on Form F-1 (File No. 333-274404) filed with the Securities and Exchange Commission on September 7, 2023) |
| 10.3** |
|
English translation of the Guangxi Yousen Share Transfer Agreement between Shaozhang Lin, Jinhou Sun, Weizhao Feng and Guangzhou Youxin Technology Co., Ltd. (incorporated by reference to Exhibit 10.3 of our Registration Statement on Form F-1 (File No. 333-274404) filed with the Securities and Exchange Commission on September 7, 2023) |
| 10.4** |
|
English translation of the Guangxi Yousen Share Transfer Agreement Guangzhou Youxin Technology Co., Ltd, and Shaofen Lin (incorporated by reference to Exhibit 10.4 of our Registration Statement on Form F-1 (File No. 333-274404) filed with the Securities and Exchange Commission on September 7, 2023) |
| 10.5** |
|
English translation of Share Transfer Agreement between Shareholders of Guangzhou Youxin Technology Co., Ltd. with WFOE. (incorporated by reference to Exhibit 10.5 of our Registration Statement on Form F-1 (File No. 333-274404) filed with the Securities and Exchange Commission on September 7, 2023) |
| 10.6** |
|
English translation of Share Transfer Agreement between Shareholders of Guangzhou Youxin Technology Co., Ltd. with Songshuibang Smart Technology Co., Ltd. (incorporated by reference to Exhibit 10.6 of our Registration Statement on Form F-1 (File No. 333-274404) filed with the Securities and Exchange Commission on September 7, 2023) |
| 10.7** |
|
English translation of Service Agreement with Tencent Cloud Computing (Beijing) Co., Ltd. (incorporated by reference to Exhibit 10.7 of our Registration Statement on Form F-1 (File No. 333-274404) filed with the Securities and Exchange Commission on September 7, 2023) |
| 10.8** |
|
English translation of Service Agreement with Ali Cloud Computing Co., Ltd. (incorporated by reference to Exhibit 10.8 of our Registration Statement on Form F-1 (File No. 333-274404) filed with the Securities and Exchange Commission on September 7, 2023) |
| 10.9** |
|
English translation of Service Agreement with CICC Financial Technology Changsha Co., Ltd. (incorporated by reference to Exhibit 10.9 of our Registration Statement on Form F-1 (File No. 333-274404) filed with the Securities and Exchange Commission on September 7, 2023) |
| 10.10** |
|
English translation of Service Agreement with Beijing Jiujia Communication Technology Co., Ltd. (incorporated by reference to Exhibit 10.10 of our Registration Statement on Form F-1 (File No. 333-274404) filed with the Securities and Exchange Commission on September 7, 2023) |
| 10.11** |
|
Form of Indemnification Agreement between the Registrant and its directors and officers (incorporated by reference to Exhibit 10.11 of our Registration Statement on Form F-1 (File No. 333-274404) filed with the Securities and Exchange Commission on September 7, 2023) |
| 10.12** |
|
English translation of Cooperation Agreement for Software Development between Guangzhou Youxin Technology Co., Ltd. and Guangzhou Huitou Information Technology Co., Ltd. (incorporated by reference to Exhibit 10.12 of our Registration Statement on Form F-1 (File No. 333-274404) filed with the Securities and Exchange Commission on September 7, 2023) |
| 10.13** |
|
English translation of contract for the Sale of Dealer Management System between Guangzhou Youxin Technology Co., Ltd. and top customer (incorporated by reference to Exhibit 10.13 of our Registration Statement on Form F-1 (File No. 333-274404) filed with the Securities and Exchange Commission on September 7, 2023) |
| 10.14** |
|
English translation of contract for ordering Youxin Social New Retail System Technical Services to a customer (incorporated by reference to Exhibit 10.14 of our Registration Statement on Form F-1 (File No. 333-274404) filed with the Securities and Exchange Commission on September 7, 2023) |
| 14.1** |
|
Code of Business Conduct and Ethics of the Registrant (incorporated by reference to Exhibit 14.1 of our Registration Statement on Form F-1 (File No. 333-274404) filed with the Securities and Exchange Commission on September 7, 2023) |
| 21.1** |
|
List of Subsidiaries (incorporated by reference to Exhibit 11.2 of our Registration Statement on Form F-1 (File No. 333-274404) filed with the Securities and Exchange Commission on September 7, 2023) |
| 23.1** |
|
Consent of Marcum Asia CPAS, LLP |
| 23.2* |
|
Consent of Ogier (included in Exhibit 5.1) |
| 23.3* |
|
Consent of Jingtian&Gongcheng (included in Exhibit 99.1) |
| 23.4** |
|
Consent of Kaufman & Canoles, P.C. (included in Exhibit 8.2) |
| 24.1** |
|
Power of Attorney (included on signature page to this filing of the Registration Statement on Form F-1) |
| 99.1* |
|
Opinion of Jingtian & Gongcheng, People’s Republic of China counsel to the Registrant, regarding certain PRC law matters |
| 107** |
|
Filing Fee Table |
| ** |
Previously filed |
| * |
Filed
herewith |
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the city of Guangzhou, China, on August 18, 2025.
| |
Youxin
Technology Ltd |
| |
|
|
| |
By: |
/s/
Shaozhang Lin |
| |
|
Mr.
Shaozhang Lin |
| |
|
Chief
Executive Officer |
Pursuant
to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities
and on the dates indicated.
| Signature |
|
Title |
|
Date |
| |
|
|
| /s/
Shaozhang Lin |
|
Chief
Executive Officer (Principal Executive Officer) |
|
August
18, 2025 |
| Name:
Shaozhang Lin |
|
|
|
|
| |
|
|
|
|
| /s/Xirui
Guo |
|
Chief
Financial Officer (Principal Financial Officer) |
|
August
18, 2025 |
| Name:
Xirui Guo |
|
|
|
|
| |
|
|
|
|
| /s/
Jinhou Sun |
|
Chairman
of the Board of Director |
|
August
18, 2025 |
| Name:
Jinhou Sun |
|
|
|
|
| |
|
|
|
|
| /s/Richard
Wee Yong Seow |
|
Independent
Director |
|
August
18, 2025 |
| Name:
Richard Wee Yong Seow |
|
|
|
|
| |
|
|
|
|
| /s/
Qing Gao |
|
Independent
Director |
|
August
18, 2025 |
| Name:
Qing Gao |
|
|
|
|
| |
|
|
|
|
| /s/
Edward C. Ye |
|
Independent
Director |
|
August
18, 2025 |
| Name:
Edward C. Ye |
|
|
|
|
SIGNATURE
OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant
to the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of Youxin Technology Ltd., has
signed this registration statement or amendment thereto in Newark, Delaware on August 18, 2025.
| |
Puglisi
& Associates |
| |
|
| |
By: |
/s/
Donald J. Puglisi |
| |
Name: |
Donald
J. Puglisi |
| |
Title: |
Managing
Director |