Avalon GloboCare (ALBT) terminates YOOV merger plan and withdraws share offering

Rhea-AI Filing Summary

Avalon GloboCare Corp. is asking the SEC to withdraw its previously filed registration statement on Form S-4 related to a planned business combination with YOOV Group Holding Limited. The merger agreement has been terminated, so the company no longer plans to proceed with the related securities offering.

The filing states that the registration statement was never declared effective and that no securities have been, or will be, sold or issued under it. Avalon also asks that any SEC filing fees already paid be credited for potential future use under applicable rules.

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Capital markets and M&A analyst

Avalon cancels YOOV merger and related securities registration.

Avalon GloboCare Corp. is seeking SEC withdrawal of a registration statement tied to a planned merger with YOOV Group Holding Limited after that merger agreement was terminated. Because the registration was never declared effective, no securities were sold under it.

This step formally ends the specific transaction pathway and associated offering, signaling that the contemplated combination will not proceed on those terms. The company also requests that fees paid for the registration be available as credits for future filings under the applicable securities rules.

The overall impact depends on how central the YOOV transaction was to Avalon’s strategy, which is not detailed here. Subsequent disclosures in company communications and future filings would provide more clarity on any replacement strategies or alternative transactions.

AVALON GLOBOCARE CORP.

4400 Route 9 South, Suite 3100

Freehold, New Jersey 07728

February 3, 2026

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re: Avalon GloboCare Corp. Registration Statement on Form S-4 File No. 333-286738 Request for Withdrawal under Rule 477

Ladies and Gentlemen:

Avalon GloboCare Corp. (the “Company”) respectfully requests, pursuant to Rule 477 under the Securities Act of 1933, as amended (the “Securities Act”), the withdrawal of its Registration Statement on Form S-4, together with all exhibits and amendments thereto, Commission File No. 333-286738 (the “Registration Statement”). The Registration Statement was initially filed with the Securities and Exchange Commission (the “Commission”) on April 24, 2025, and Amendment No. 1 thereto was filed on June 10, 2025. The Registration Statement has not been declared effective by the Commission. No securities have been or will be sold or issued pursuant to the Registration Statement.

The Company is requesting withdrawal of the Registration Statement because the Agreement and Plan of Merger relating to the proposed business combination with YOOV Group Holding Limited has been terminated. In light of the termination of the proposed transaction, the Company does not intend to proceed with the offering and sale of the securities contemplated by the Registration Statement.

In accordance with Rule 477, the Company respectfully requests that the Commission grant this application for withdrawal of the Registration Statement effective as of the date hereof or at the earliest practicable date. Pursuant to Rule 457(p) under the Securities Act, to the extent applicable, the Company respectfully requests that all fees paid to the Commission in connection with the filing of the Registration Statement be credited for future use by the Company.

If you have any questions regarding this request, please contact Steven M. Skolnick of Lowenstein Sandler LLP at (973) 597-2476 or sskolnick@lowenstein.com.

Very truly yours,

Avalon GloboCare Corp.
By:	/s/ Luisa Ingargiola
Name:	Luisa Ingargiola
Title:	Chief Financial Officer

cc: Steven M. Skolnick, Esq. Lowenstein Sandler LLP

FAQ

What action is Avalon GloboCare Corp. (ALBT) taking in this SEC request?

Avalon GloboCare Corp. is asking the SEC to withdraw a previously filed registration statement connected to a proposed merger with YOOV Group Holding Limited. The company no longer plans to proceed with the related securities offering after terminating the merger agreement.

Why is Avalon GloboCare (ALBT) withdrawing its registration statement?

Avalon is withdrawing the registration statement because the Agreement and Plan of Merger with YOOV Group Holding Limited has been terminated. With the underlying transaction canceled, the company does not intend to move forward with the offering and sale of securities contemplated in that filing.

Were any securities sold under Avalon GloboCare’s withdrawn registration statement?

No securities were sold or issued under Avalon GloboCare’s registration statement. The company confirms that the registration was never declared effective by the SEC and explicitly states that no securities have been, or will be, sold pursuant to that filing.

What does Avalon GloboCare request regarding SEC filing fees in this withdrawal?

Avalon requests that all fees paid in connection with the registration statement be credited for future use under Rule 457(p) of the Securities Act, to the extent applicable. This allows previously paid fees to offset costs of potential future registrations by the company.

What SEC rule is Avalon GloboCare using to withdraw the registration statement?

Avalon is submitting its withdrawal request under Rule 477, which permits an issuer to withdraw a registration statement. The company asks that the withdrawal become effective as of the request date or at the earliest practicable date acceptable to the SEC’s staff.

Does Avalon GloboCare (ALBT) plan any offering tied to the terminated YOOV merger?

Avalon states it does not intend to proceed with the offering and sale of securities that were contemplated by the registration statement linked to the YOOV merger. Termination of the business combination agreement effectively ends that specific transaction and its associated securities offering.