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
September 4, 2025, Youxin Technology Ltd (the “Company”) entered into an underwriting agreement (the “Underwriting
Agreement”) with Aegis Capital Corp. (the “Underwriter”), relating to the Company’s public offering (the “Offering”)
of 21,428,571 units (the “Units”) at a public offering price of $0.28, with each Unit consisting of: (i) one Class
A Ordinary Share (the “Class A Shares”); (ii) one Series A Warrant to purchase one Class A Share (the “Series A Warrants”);
and (iii) one Series B Warrant to purchase such number of Class A Shares as determined in the Class B Warrant (the “Series B Warrants”
and together with the Series A Warrants, the “Warrants”).
Each
Series A Warrant is exercisable at an exercise price of $0.28 per share (100% of public offering price per Unit), and each Series B Warrant
is exercisable at an exercise price of $0.00001 per share.
The Series A Warrants will be exercisable immediately and will expire five years after the closing date and the Series B Warrants will
be exercisable immediately with no expiration.
The
Series A Warrants and Series B Warrants may be exercised on a cashless basis in accordance with the formula set forth in the warrants,
in the event that there is no effective registration statement available for the resale of the underlying Class A Shares.
Beginning
on the date that is ten (10) trading days after closing of the offering (the “Initial Adjustment Date”), the exercise price
of the Series A Warrants will reset to a price (the “Adjustment Price”) equal to the greater of (a) the Floor Price or (b)
the lesser of (i) the then exercise price and (ii) lowest volume weighted average price (VWAP) during the period commencing on the closing
date and ending on the Initial Adjustment Date and the number of Class A Shares issuable upon the exercise of the Series A Warrants will
be adjusted so that the aggregate exercise price equals the aggregate exercise price at pricing (subject to deduction of exercised Series
A Warrants). The Floor Price will initially be 20% of the Nasdaq Minimum Price as defined in Nasdaq Listing Rule 5635(d)(1)(A) on the
trading day immediately prior to the pricing of the offering.
The
number of the Class A Shares issuable upon the exercise of the Series B Warrants will initially be zero. On the Initial Adjustment Date,
the number of Class A Shares issuable upon the exercise of the Series B Warrants will be adjusted to equal an amount equal to the aggregate
purchase price paid for the Units at the closing of the offering divided by the Adjustment Price, less the number of Units issued on
the closing date (as further described in the Series B Warrant).
In
addition, beginning six (6) months after the closing date of the offering and every six (6) months thereafter during the term of the
Series A Warrants (each, an “Periodic Adjustment Date”), the Floor Price will be adjusted to equal the lower of (x) the then
existing Floor Price and (y) 20% of the Nasdaq Minimum Price as defined in Nasdaq Listing Rule 5635(d)(1)(A) calculated on each Period
Adjustment Date, the exercise price of the Series A Warrants will be adjusted and shall equal the greater of (i) the Floor Price and
(ii) the lower of (x) the then existing exercise price and (y) the lowest weighted average price during the Periodic Adjustment Period.
The
Units have no stand-alone rights and are not certificated or issued as stand-alone securities.
Pursuant
to the Underwriting Agreement, the Company also granted to the Underwriter an option to purchase up to 3,214,286 additional Class A Shares
(representing 15.0% of the Units sold in the offering), and/or up to an additional 3,214,286 Series A Warrants to purchase an aggregate
of an additional 3,214,286 Class A Shares (subject to potential adjustment), representing 15.0% of the Units sold at the closing of the
offering from the Company; and 3,214,286 Series B Warrants to purchase additional Class A Shares, representing 15.0% of the Units sold
at the closing of the offering by the Company) at the public offering price less underwriting discounts and commissions. The Underwriter
may exercise this option in whole or in part at any time within forty-five (45) days after the date of the offering. The underwriter
may exercise the over-allotment option with respect to Class A Shares only, warrants only, or any combination thereof.
On
September 5, 2025, the Underwriter partially exercised its over-allotment option and purchased additional 3,214,286 Series A warrants
and additional 3,214,286 Series B Warrants for a total of 6,428,572 warrants.
The
offering closed on September 8, 2025. The Company received net
proceeds of approximately $5.0 million after deducting underwriting discounts and commissions and estimated offering expenses
payable by the Company. The Company intends to use the net proceeds of the Offering for general corporate and working capital purposes.
The
Units were offered, issued, and sold pursuant to an effective registration statement on Form F-1 (File No. 333-289453) (the “Registration
Statement”) under the Securities Act of 1933, as amended (the “Securities Act”) and a final prospectus filed with the SEC pursuant
to Rule 424(b) of the Securities Act on September 8, 2025.
The
Underwriting Agreement includes customary representations, warranties, and agreements by the Company, customary conditions to closing,
indemnification obligations of the Company and the Underwriter, including for liabilities under the Securities Act, other obligations
of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were
made only for purposes of the Underwriting Agreement and as of the specific applicable dates contained in the Underwriting Agreement,
were solely for the benefit of the parties to the Underwriting Agreement and were subject to limitations agreed upon by the contracting
parties.
The
Underwriting Agreement, the Form of Series A Warrant, and the Form of Series B Warrant, are each filed as Exhibit 1.1,
Exhibit 4.1, and Exhibit 4.2 to this report and are each incorporated herein by reference, respectively. The foregoing
is only a brief description of the terms of the Underwriting Agreement and the Warrants and does not purport to be a complete statement
of the rights and obligations of the parties thereto and the transactions contemplated thereby, and each are qualified in their entirety
by reference to the full text of such each such exhibit.
On
September 5, 2025, the Company issued a press release announcing the pricing and on September 8, 2025, the Company issued a press release
announcing the closing of the Offering. Copies of both press releases are attached hereto as Exhibit 99.1 and 99.2 and are incorporated
herein by reference.
Exhibit
Index:
| Exhibit
No. |
|
Description |
| 1.1 |
|
Underwriting Agreement, dated September 4, 2025, between Youxin Technology Ltd and Aegis Capital Corp. |
| 4.1 |
|
Form of Series A Warrant |
| 4.2 |
|
Form of Series B Warrant |
| 99.1 |
|
Press Release, dated September 5, 2025 |
| 99.2 |
|
Press Release, dated September 8, 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 9, 2025 |
By: |
/s/
Shaozhang Lin |
| |
Name:
|
Mr.
Shaozhang Lin |
| |
Title: |
Chief
Executive Officer |
