[SCHEDULE 13D] YS Biopharma Co., Ltd. Warrants SEC Filing

Rhea-AI Filing Summary

Schedule 13D discloses that Crystal Peak Investment Inc., its parent Crystal Peak Holdings Inc. and sole shareholder/director Huaqin Xue have become controlling shareholders of LakeShore Biopharma Co., Ltd. ("LakeShore"). On 8 Jul 2025 the parties executed a Share & Warrant Purchase Agreement under which Crystal Investment bought 16,987,542 ordinary shares at US$0.883 each (US$15 m cash) and received an equal number of warrants exercisable at US$1.079. All warrants were cashlessly exercised on 11 Jul 2025 for 4,033,790 additional shares, taking the group’s total holding to 21,021,332 shares, or 51.0 % of the 41,212,693 shares outstanding.

The proceeds must be used for operations, expansion of LakeShore’s core business and working-capital needs; any other use requires Crystal Investment’s written consent, giving the new owner de-facto oversight of capital allocation. The acquisition was made for investment purposes, but the filing states the group may buy or sell additional securities depending on price, strategy and market conditions.

The transaction provides immediate liquidity to LakeShore and introduces a single majority owner, signalling potential strategic direction changes, governance realignment and future capital market activity. No criminal or civil proceedings involving the reporting persons were disclosed.

Insights

Equity Research Analyst

TL;DR: $15 m cash injection secures runway; 51% stake aligns new majority owner with LakeShore’s growth.

The private placement values shares at a modest US$0.883, implying c.US$36 m pre-money. Combined with warrant exercise, Crystal Peak invests at blended pricing below the warrant strike, limiting cash outflow yet achieving control. LakeShore gains immediate liquidity earmarked for expansion, which is critical for a pre-revenue biopharma. Majority ownership may accelerate decision-making and access to additional capital through the Crystal network. For existing investors, near-term dilution (~10% incremental shares from cashless exercise) is offset by improved funding visibility. Overall, the filing is impactful and skews positive given the strengthened balance sheet.

Corporate Governance Specialist

TL;DR: Control shift raises minority-rights risk despite funding benefits.

Crystal Peak now controls board votes and, through use-of-proceeds covenants, wields outsized influence over operational strategy. The lack of stand-still, lock-up or voting commitments leaves room for future restructurings or related-party transactions that could disadvantage minority holders. Cashless warrant exercise diluted shareholders without adding cash, suggesting value transfer. Investors should monitor governance safeguards, disclosure quality and potential conflicts. Impact is material but governance-negative.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

LakeShore Biopharma Co., Ltd.

(Name of Issuer)

Ordinary Shares, par value $0.0002 per share

(Title of Class of Securities)

G9845F208

(CUSIP Number)

Huaqin Xue
3877 El camino Real, Ste 201,
Palo Alto, CA, 94306
86 13335711066

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

07/08/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. G9845F208

1

Name of reporting person

Crystal Peak Investment Inc.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

VIRGIN ISLANDS, BRITISH

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 21,021,332.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 21,021,332.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

21,021,332.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

51.0 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

Notes in relation to Items 7, 9 and 11: This includes (i) 21,021,332 Ordinary Shares (as defined below) held directly by Crystal Investment (as defined below), consisting of 16,987,542 Ordinary Shares issued pursuant to the Purchase Agreement (as defined below) on July 8, 2025, and (ii) 4,033,790 Ordinary Shares issued upon the full exercise of Warrants (as defined below) on a cashless basis on July 11, 2025. Crystal Investment is a wholly owned subsidiary of Crystal Holdings. Huaqin Xue is a director of both Crystal Investment and Crystal Holdings and is the sole shareholder of Crystal Holdings. Based on the foregoing, Huaqin Xue is deemed to be the beneficial owner of these shares. Notes in relation to Item 13: This percentage is calculated based upon a total of 41,212,693 Ordinary Shares issued and outstanding as of July 11, 2025.

SCHEDULE 13D

CUSIP No. G9845F208

1

Name of reporting person

Crystal Peak Holdings Inc.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

VIRGIN ISLANDS, BRITISH

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 21,021,332.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 21,021,332.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

21,021,332.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

51.0 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

Notes in relation to Items 7, 9 and 11: This includes (i) 21,021,332 Ordinary Shares held directly by Crystal Investment, consisting of 16,987,542 Ordinary Shares issued pursuant to the Purchase Agreement on July 8, 2025, and 4,033,790 Ordinary Shares issued upon the full exercise of Warrants on a cashless basis on July 11, 2025. Crystal Investment is a wholly owned subsidiary of Crystal Holdings. Huaqin Xue is a director of both Crystal Investment and Crystal Holdings and is the sole shareholder of Crystal Holdings. Based on the foregoing, Huaqin Xue is deemed to be the beneficial owner of these shares. Notes in relation to Item 13: This percentage is calculated based upon a total of 41,212,693 Ordinary Shares issued and outstanding as of July 11, 2025.

SCHEDULE 13D

CUSIP No. G9845F208

1

Name of reporting person

Huaqin Xue

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

HONG KONG

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 21,021,332.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 21,021,332.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

21,021,332.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

51.0 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Notes in relation to Items 7, 9 and 11: This includes (i) 21,021,332 Ordinary Shares held directly by Crystal Investment, consisting of 16,987,542 Ordinary Shares issued pursuant to the Purchase Agreement on July 8, 2025, and 4,033,790 Ordinary Shares issued upon the full exercise of Warrants on a cashless basis on July 11, 2025. Crystal Investment is a wholly owned subsidiary of Crystal Holdings. Huaqin Xue is a director of both Crystal Investment and Crystal Holdings and is the sole shareholder of Crystal Holdings. Based on the foregoing, Huaqin Xue is deemed to be the beneficial owner of these shares. Notes in relation to Item 13: This percentage is calculated based upon a total of 41,212,693 Ordinary Shares issued and outstanding as of July 11, 2025.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Ordinary Shares, par value $0.0002 per share
(b)	Name of Issuer: LakeShore Biopharma Co., Ltd.
(c)	Address of Issuer's Principal Executive Offices: Building No. 2, 38 Yongda Road, Daxing Biomedical Industry Park, Daxing District, Beijing, CHINA , 102629.
Item 2.	Identity and Background
(a)	The names of the persons filing this Schedule 13D (the "Reporting Persons") are: (i) Crystal Peak Investment Inc. ("Crystal Investment"), a British Virgin Islands business company; (ii) Crystal Peak Holdings Inc. ("Crystal Holdings"), a British Virgin Islands business company; and (iii) Huaqin Xue, a natural person and a citizen of Hong Kong. The boards of directors for both Crystal Investment and Crystal Holdings are identical, consisting solely of Huaqin Xue and Tianying Yao. No other officers have been appointed for either company.
(b)	The address of the principal business and principal office of each of the Reporting Persons and Tianying Yao is 3877 El Camino Real, Ste 201, Palo Alto CA 94306.
(c)	Huaqin Xue and Tianying Yao are currently the directors of both Crystal Investment and Crystal Holdings. The principal business of Crystal Investment is making, holding, and disposing of investments. The principal business of Crystal Holdings is acting as a holding company for Crystal Investment and other investments of Huaqin Xue.
(d)	During the last five years, none of the Reporting Persons or, to the best knowledge of the Reporting Persons, Tianying Yao has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	During the last five years, none of the Reporting Persons or, to the best knowledge of the Reporting Persons, Tianying Yao was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws.
(f)	Huaqin Xue is a citizen of Hong Kong and Tianying Yao is a Chinese citizen.
Item 3.	Source and Amount of Funds or Other Consideration
	On July 8, 2025, the Issuer entered into a Share and Warrant Purchase Agreement (the "Purchase Agreement") with Crystal Investment, pursuant to which Crystal Investment purchased 16,987,542 Ordinary Shares at a purchase price of US$0.883 per Ordinary Share in a private placement transaction (the "Private Placement"). The total consideration for the Private Placement was US$15 million in cash. As additional consideration for the investment, the Issuer also issued 16,987,542 warrants (the "Warrants") to Crystal Investment. Each Warrant shall entitle the holder thereof to purchase one Ordinary Share, at an exercise price of US$1.079. On July 11, 2025, Crystal Investment fully exercised 16,987,542 Warrants on a cashless basis for 4,033,790 Ordinary Shares. The source of funds for the Private Placement described in this Item 3 was the personal funds of Huaqin Xue.
Item 4.	Purpose of Transaction
	Item 6 of this statement is incorporated herein by reference. Capitalized terms used but not defined in this Item 4 or the preceding Items of this statement are defined in Item 6. Each Reporting Person acquired all of their Ordinary Shares for investment purposes. Pursuant to the Purchase Agreement, the Issuer has agreed that it shall use the proceeds from the sale of the Shares and Warrants for its operations, the development and expansion of its core business, the replenishment of working capital, and other general corporate purposes, and may not use the proceeds for other purposes without the prior written approval of Crystal Investment. In their capacities as shareholders of the Issuer, the Reporting Persons review and intend to continue to review, on an ongoing and continued basis, their investments in the Issuer. Depending on the factors discussed below and subject to applicable law, any Reporting Person may from time to time acquire additional securities of the Issuer, or otherwise dispose of some or all of such securities of the Issuer. Any transactions that any Reporting Person may pursue may be made at any time and from time to time without prior notice and will depend upon a variety of factors, including, without limitation, current and anticipated future trading prices of the securities of the Issuer, the financial condition, results of operations and prospects of the Issuer, general economic, financial market and industry conditions, other investment and business opportunities available to such Reporting Person, tax considerations and other factors. Other than as described above, each of the Reporting Persons does not have present plans or proposals that relate to or would result in any of the transactions involving the Issuer described in subparagraphs (a) through (j) of Item 4 of Schedule 13D (although any Reporting Person may from time to time consider pursuing or proposing any such transactions and, in that connection, may discuss, evaluate and/or pursue any such transactions with their respective advisors, the Issuer or other persons).
Item 5.	Interest in Securities of the Issuer
(a)	The responses of the Reporting Persons to Rows (7) through (13) of the cover pages of this Schedule 13D are incorporated herein by reference. As of July 11, 2025, the Reporting Persons beneficially owned an aggregate of 21,021,332 Ordinary Shares, which represents approximately 51.0% of the total issued Ordinary Shares. This percentage is calculated based upon a total of 41,212,693 Ordinary Shares issued and outstanding as of July 11, 2025.
(b)	The information set forth in Item 5(a) of this Schedule 13D is hereby incorporated herein by reference.
(c)	Except as set forth in this Schedule 13D, none of the Reporting Persons has effected any transaction during the past 60 days in any Ordinary Shares.
(d)	Not applicable.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	The information set forth in Items 2, 3 and 4 of this Schedule 13D is hereby incorporated by reference into this Item 6. On July 8, 2025, the Issuer entered into a Purchase Agreement with Crystal Investment relating to the offer and sale of 16,987,542 Ordinary Shares (the "Shares") and 16,987,542 Warrants in a Private Placement, subject to customary closing conditions. The Purchase Agreement contains customary representations, warranties and covenants of the Issuer and Crystal Investment. The Private Placement was made in reliance on the exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act") pursuant to Regulation S promulgated thereunder. The Issuer has also undertaken to make and keep public information available and file all requisite reports with the SEC to permit the sale of the Shares pursuant to Rule 144, and to furnish Crystal Investment with related documentation upon reasonable request. As described in Item 4, the Issuer agreed that without the prior written approval of Crystal Investment, the Issuer shall use the proceeds from the sale of the Shares and Warrants for its operations, the development and expansion of its core business, the replenishment of working capital, and other general corporate purposes. Crystal Investment acquired the Shares and Warrants for its own account for investment purposes only and not with the view to, or with any intention of, resale, distribution, or other disposition thereof. Crystal Investment does not have any direct or indirect arrangement, or understanding with any other person to distribute, or regarding the distribution of the Shares or Warrants in violation of the Securities Act or any other applicable state securities law. The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement, which is attached as Exhibit 99.2 hereto and incorporated herein by reference. Other than the relationship between the Reporting Persons as described above under Items 2-5 above and other arrangements described in the Purchase Agreement, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between any of the Reporting Persons and any other person with respect to any securities of the Issuer.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 99.1 Joint Filing Agreement, dated July 22, 2025, among the Reporting Persons Exhibit 99.2 Share and Warrant Purchase Agreement, dated July 8, 2025, by and between the Issuer and Crystal Investment

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Crystal Peak Investment Inc.

Signature:	/s/ Huaqin Xue
Name/Title:	Huaqin Xue, Director
Date:	07/22/2025

Crystal Peak Holdings Inc.

Signature:	/s/ Huaqin Xue
Name/Title:	Huaqin Xue, Director
Date:	07/22/2025

Huaqin Xue

Signature:	/s/ Huaqin Xue
Name/Title:	Huaqin Xue
Date:	07/22/2025