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 July 2026
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:
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. That authorization
permits the Board to effect one or more share consolidations at any one time or multiple times during the two-year period following the
extraordinary general meeting, provided that the cumulative consolidation ratio for all such share consolidations does not exceed 1-for-4,000.
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.
On
July 13, 2026, the Board determined and approved a share consolidation at a ratio of one-for-five (the “Consolidation”)
and established an effective date of July 30, 2026.
Reason
for the Consolidation
The
objective of the Consolidation is to increase the per-share trading price of the Company’s Class A Ordinary Shares and provide
the Company with greater flexibility to support the continued listing and marketability of its securities.
Effects
of the Consolidation
Effective
Date; Symbol; CUSIP Number. The Consolidation will become effective on July 30, 2026, and will be reflected with the NASDAQ Capital
Market and in the marketplace at the open of business on July 30, 2026 (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, G9876W138.
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) 5.
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 becomes effective, the Company’s authorized share capital will be amended such that
the 204,750,000 authorized Class A Ordinary Shares with a par value of US$0.008 per share to 40,950,000 authorized Class A Ordinary Shares
with a par value of US$0.04 per share. Class B Ordinary Shares remain unaffected by the Consolidation.
Capitalization.
As of July 20, 2026, there were 33,846,647 Class A ordinary shares outstanding. As a result of the Consolidation, there will be approximately 6,769,330 Class A ordinary shares outstanding (subject to adjustment due to the effect of rounding fractional shares up into whole
shares). There were 8,945,307 Class B ordinary shares outstanding as of July 20, 2026, which are not affected by the Consolidation.
The number of Class A ordinary shares issuable upon exercise of the Company’s outstanding warrants and equity awards, and the applicable
exercise prices, will be proportionately adjusted in accordance with their respective terms.
Exhibit
Index:
Exhibit
No. |
|
Description |
| 3.1 |
|
Sixth Amended and Restated Memorandum and Articles of Association |
| 99.1 |
|
Press
Release dated July 27, 2026 |
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:
July 27, 2026 |
By: |
/s/
Shaozhang Lin |
| |
Name: |
Mr. Shaozhang Lin |
| |
Title: |
Chief Executive Officer |
Exhibit
99.1
Youxin
Technology Ltd Announces 1-for-5 Share Consolidation
Guangzhou,
China, July 27, 2026 (GLOBE NEWSWIRE) — Youxin Technology Ltd (Nasdaq: YAAS) (“Youxin Technology” or the “Company”),
a software as a service (“SaaS”) and platform as a service (“PaaS”) provider committed to helping retail enterprises
digitally transform their businesses, today announced that the Company’s board of directors has approved a share consolidation
of the Company’s Class A ordinary shares at a ratio of one-for-five, with an expected market effective date of July 30, 2026. The
objective of the share consolidation is to increase the per-share trading price of the Company’s Class A ordinary shares and provide
the Company with greater flexibility to support the continued listing and marketability of its securities.
Beginning
with the opening of trading on July 30, 2026, the Company’s Class A ordinary shares will trade on the NASDAQ Capital Market on
a split-adjusted basis, under the same symbol “YAAS” but under a new CUSIP Number, G9876W138.
The
share consolidation will reduce the number of the Company’s Class A ordinary shares issued and outstanding from approximately 33,846,647
to approximately 6,769,330 (subject to adjustment due to the effect of rounding up fractional shares into whole shares). The authorized
number of Class A ordinary shares will be reduced by the same ratio, from 204,750,000 to 40,950,000, and the par value of each Class
A ordinary share will increase from US$0.008 to US$0.04. The Company’s authorized share capital will remain US$1,640,000, divided
immediately following the share consolidation into 40,950,000 Class A ordinary shares of a par value of US$0.04 each and 20,000,000 Class
B ordinary shares of a par value of US$0.0001 each. The Company’s Class B ordinary shares are not being consolidated and are not
affected by the share consolidation.
As
a result of the share consolidation, each five pre-split ordinary shares outstanding will automatically combine and convert to one issued
and outstanding Class A ordinary share without any action on the part of the shareholder. No fractional ordinary shares will be issued
to any shareholders in connection with the share 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 share consolidation.
About
Youxin Technology Ltd
Youxin
Technology Ltd is a SaaS and PaaS provider committed to helping retail enterprises digitally transform their businesses through its cloud-based
SaaS product and PaaS platform. The Company provides customized, comprehensive and fast-deployment omnichannel digital solutions to its
customers. For more information, please visit the Company’s website: https://ir.youxin.cloud.
Forward-Looking
Statements
Certain
statements in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks and
uncertainties and are based on the Company’s current expectations and projections about future events that the Company believes
may affect its financial condition, results of operations, business strategy and financial needs. Investors can identify these forward-looking
statements by words or phrases such as “approximates,” “assesses,” “believes,” “hopes,”
“expects,” “anticipates,” “estimates,” “projects,” “intends,” “plans,”
“will,” “would,” “should,” “could,” “may” or similar expressions. The Company
undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances,
or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these
forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions
investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that
may affect its future results in the Company’s registration statement and other filings with the SEC. References and links (including
QR codes) to websites have been provided as a convenience, and the information contained on such websites is not incorporated by reference
into this press release.
For
more information, please contact:
Youxin
Technology Ltd
Investor Relations Department
Email: ir@youxin.cloud
Ascent
Investor Relations LLC
Tina Xiao
Phone: +1-646-932-7242
Email: investors@ascent-ir.com
