UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
6-K
REPORT
OF FOREIGN PRIVATE ISSUER
PURSUANT
TO RULE 13a-16 OR 15d-16
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For
the month of September 2025
Commission
File Number: 001-42442
YOUXIN
TECHNOLOGY LTD
Room
1005, 1006, 1007, No. 122 Huangpu Avenue West,
Tianhe
District, Guangzhou, Guangdong Province
People’s
Republic of China
Tel:
+86 13631357745
(Address
of principal executive offices)
Indicate
by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form
20-F ☒ Form 40-F ☐
Explanatory
Note:
On
August 13, 2025, Staff notified Youxin Technology Ltd (the “Registrant” or “Company”) that the
bid price of its listed securities had closed at less than $1 per share over the previous 30 consecutive business days, and, as a result,
did not comply with Listing Rule 5550(a)(2) (the “Dollar Bid Rule”). Therefore, in accordance with Listing Rule 5810(c)(3)(A),
the Company was provided 180 calendar days, or until March 23, 2026, to regain compliance with the Dollar Bid Rule.
Since
then, Staff has determined that as of September 19, 2025, the Company’s securities had a closing bid price of $0.10 or less for
ten consecutive trading days. Accordingly, the Company is subject to the provisions contemplated under Listing Rule 5810(c)(3)(A)(iii)
(the “Low Priced Stocks Rule”). As a result, Staff has determined to delist the Company’s securities from The
Nasdaq Capital Market.
The
Company will appeal the Staff’s determination to a Hearings Panel (the “Panel”). A hearing request will stay
the suspension of the Company’s securities and the filing of the Form 25-NSE pending the Panel’s decision. Pending the hearing,
the Company’s securities will continue to trade on The Nasdaq Capital Market.
As
previously disclosed, on August 25, 2025, the Company, held its extraordinary general meeting, at which the Company’s shareholders
approved by ordinary resolution authorizing the board of directors of the Company (the “Board”) to conduct a share
consolidation of the Company’s issued and outstanding and authorized and unissued Class A ordinary shares of the Company, at the
exact consolidation ratio and effective time as the Board may determine from time to time in its absolute discretion. The Company’s
shareholders also approved, by special resolution, that an amended and restated memorandum of association reflecting such reverse split
upon its relevant effective date be approved.
The
Board has recently determined and approved a share consolidation at a ratio of one-for-eighty (the “Consolidation”)
and established an effective date of September 30, 2025.
Reason
for the Consolidation
The
Consolidation was effected solely to enable the Company to expeditiously meet the NASDAQ continued listing standards relating to the
Dollar Bid Rule and the Low Priced Stocks Rule.
Effects
of the Consolidation
Effective
Date; Symbol; CUSIP Number. The Consolidation will become effective on September 30, 2025, and will be reflected with the NASDAQ
Capital Market and in the marketplace at the open of business on September 30, 2025 (the “Effective Date”), whereupon
the Class A ordinary shares will begin trading on a split-adjusted basis. In connection with the Consolidation, the Company’s Class
A ordinary shares continue to trade on the NASDAQ Capital Market under the symbol “YAAS” but trade under a new CUSIP Number,
G9876W112.
Split
Adjustment; No Fractional Shares. On the Effective Date, the total number of the Company’s Class A ordinary shares held
by each shareholder will be converted automatically into the number of whole Class A ordinary shares equal to (i) the number of issued
and outstanding Class A ordinary shares held by such shareholder immediately prior to the Consolidation, divided by (ii) 80.
No
fractional ordinary shares will be issued to any shareholders in connection with the Consolidation. The total number of Class A ordinary
shares to be received by each shareholder will be rounded up to the next whole Class A ordinary share that would have resulted from the
Consolidation.
Non-Certificated
Shares; Certificated Shares. Shareholders who are holding their shares in electronic form at brokerage firms do not have to take
any action as the effect of the Consolidation will automatically be reflected in their brokerage accounts.
Shareholders
holding paper certificates may (but are not required to) send the certificates to the Company’s transfer agent at the address given
below. The transfer agent will issue a new share certificate reflecting the terms of the Consolidation to each requesting shareholder.
VStock
Transfer, LLC
18
Lafayette Place
Woodmere,
New York 11598
Tel:
(212) 828-8436
Fax:
(646) 536-3179
Please
contact VStock Transfer, LLC for further information, related costs and procedures before sending any certificates.
Authorized
Shares. At the time the Consolidation is effective, our authorized ordinary shares will be further amended immediately, from:
400,000,000 Class A ordinary shares of a nominal or par value of US$0.0001 each, to: 5,000,000 Class A Ordinary Shares of a nominal or
par value of US$0.008 each. Class B ordinary shares remain unaffected by the Consolidation.
Capitalization.
As of September 25, 2025, there were 171,264,988 Class A ordinary shares outstanding. As a result of the Consolidation, there will be
approximately 2,140,813 Class A ordinary shares outstanding (subject to adjustment due to the effect of rounding fractional shares up
into whole shares).
Exhibit
Index:
Exhibit
No. |
|
Description |
| 3.1 |
|
Fourth Amended and Restated Memorandum and Articles of Association |
| 99.1 |
|
Press Release dated September 26, 2025 |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
| |
Youxin
Technology Ltd |
| |
|
|
| Date:
On September 26, 2025 |
By: |
/s/
Shaozhang Lin |
| |
Name:
|
Mr.
Shaozhang Lin |
| |
Title: |
Chief
Executive Officer |
