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    Amendment: SEC Form SC 13G/A filed by CIMG Inc.

    11/4/24 5:27:22 PM ET
    $IMG
    Other Specialty Stores
    Consumer Discretionary
    Get the next $IMG alert in real time by email
    SC 13G/A 1 formsc13ga.htm

     

     

     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    Washington, D.C. 20549

     

    SCHEDULE 13G/A

    (Amendment No. 2) *

     

    Under the Securities Exchange Act of 1934

     

    CIMG Inc.

     

    (Name of Issuer)

     

    COMMON STOCK, PAR VALUE $0.00001 PER SHARE

     

    (Title of Class of Securities)

     

    67073S307

     

    (CUSIP Number)

     

    Wenwen Yu

    Coastal Building, Wickham’s Cay II, P. O. Box 2221,

    Road Town, Tortola, VG1110,

    British Virgin Islands.

    +1772-341-0068

     

    (Name, Address and Telephone Number of Person

    Authorized to Receive Notices and Communications)

     

    August 20, 2024

     

    (Date of Event which Requires Filing of this Statement)

     

    Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

     

    ☐ Rule 13d-1(b)
    ☒ Rule 13d-1(c)
    ☐ Rule 13d-1(d)

     

    * The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

     

    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).

     

     

     

     
     

     

    CUSIP No. 67073S307
    1.

    NAMES OF REPORTING PERSONS

     

    Wenwen Yu

    2.

    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

    (see instructions)

     

    (a) ☐

    (b) ☐

    3.

    SEC USE ONLY

     

     

    4.

    CITIZENSHIP OR PLACE OF ORGANIZATION

     

    China

    NUMBER OF

    SHARES

    BENEFICIALLY

    OWNED BY

    EACH

    REPORTING

    PERSON WITH

    5.

    SOLE VOTING POWER

     

    743,700

    6.

    SHARED VOTING POWER

     

    0

    7.

    SOLE DISPOSITIVE POWER

     

    743,700

    8.

    SHARED DISPOSITIVE POWER

     

    0

    9.

    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     

    743,7001

    10.

    CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

    (see instructions) ☐

     

    11.

    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

     

    8.39%2

    12.

    TYPE OF REPORTING PERSON (see instructions)

     

    IN

     

     

    1 Wenwen Yu beneficially owns 743,700 shares of common stock through her 100% ownership of METAVERSE INTELLIGENCE TECH LTD, of which 322,445 shares of common stock were acquired pursuant to the conversion of a convertible note on October 31, 2024, in connection with the convertible note purchase agreement dated August 20, 2024.

     

    2 This percentage is calculated based upon (i) 8,542,987 shares of common stock issued and outstanding (as of October 18, 2024), as set forth in the Issuer’s current report on Form 8-K as filed with the Securities and Exchange Commission on October 23, 2024; and (ii) the shares beneficially owned by the reporting person pursuant to the conversion of the convertible note on October 31, 2024 in connection with the convertible note purchase agreement dated August 20, 2024.

     

     
     

     

    CUSIP No. 67073S307
    1.

    NAMES OF REPORTING PERSONS

    I.R.S. Identification Nos. of above persons (Entities only):

     

    METAVERSE INTELLIGENCE TECH LTD.; EIN: N/A3

    2.

    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

    (see instructions)

     

    (a) ☐

    (b) ☐

    3.

    SEC USE ONLY

     

    4.

    CITIZENSHIP OR PLACE OF ORGANIZATION

     

    British Virgin Islands

    NUMBER OF

    SHARES

    BENEFICIALLY

    OWNED BY

    EACH

    REPORTING

    PERSON WITH

    5.

    SOLE VOTING POWER

     

    743,700

    6.

    SHARED VOTING POWER

     

    0

    7.

    SOLE DISPOSITIVE POWER

     

    743,700

    8.

    SHARED DISPOSITIVE POWER

     

    0

    9.

    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     

    743,700

    10.

    CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

    (see instructions) ☐

     

    11.

    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

     

    8.39%4

    12.

    TYPE OF REPORTING PERSON (see instructions)

     

    CO

     

     

     3 METAVERSE INTELLIGENCE TECH LTD. is a British Virgin Islands entity, and it does not possess an Employer Identification Number (EIN).

     

    4 This percentage is calculated based upon (i) 8,542,987 shares of common stock issued and outstanding (as of October 18, 2024), as set forth in the Issuer’s current report on Form 8-K as filed with the Securities and Exchange Commission on October 23, 2024; and (ii) the shares beneficially owned by the reporting person pursuant to the conversion of the convertible note on October 31, 2024 in connection with the convertible note purchase agreement dated August 20, 2024.

     

     
     

     

    Item 1.

     

      (a)

    Name of Issuer

     

    CIMG Inc.

         
      (b)

    Address of Issuer’s Principal Executive Offices

     

    6107, 6th Floor, Building C4, No.1 Huangchang West Road, Dougezhuang, Chaoyang District, Beijing

     

    Item 2.

     

      (a)

    Name of Person Filing

     

    Wenwen Yu

    METAVERSE INTELLIGENCE TECH LTD.

         
      (b) Address or principal business office or, if none, residence
         
        Wenwen Yu: Coastal Building, Wickham’s Cay II, P. O. Box 2221, Road Town, Tortola, VG1110, British Virgin Islands.
        METAVERSE INTELLIGENCE TECH LTD.: Coastal Building, Wickham’s Cay II, P. O. Box 2221, Road Town, Tortola, VG1110, British Virgin Islands.
         
      (c)

    Citizenship

     

    Wenwen Yu: China

    METAVERSE INTELLIGENCE TECH LTD.: British Virgin Islands

         
      (d)

    Title of Class of Securities

     

    Wenwen Yu: Common Stock

    METAVERSE INTELLIGENCE TECH LTD.: Common Stock

         
      (e)

    CUSIP Number

     

    67073S307

     

    Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

     

      (a) ☐ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
           
      (b) ☐ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
           
      (c) ☐ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
           
      (d) ☐ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
           
      (e) ☐ An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
           
      (f) ☐ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
           
      (g) ☐ A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
           
      (h) ☐ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
           
      (i) ☐ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
           
      (j) ☐ Group, in accordance with §240.13d-1(b)(1)(ii)(J).

     

     
     

     

    Item 4. Ownership.

     

    Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

     

      (a) Amount beneficially owned:
         
        See response to Item 9 on each cover page.
         
      (b) Percent of class:
         
        See response to Item 11 on each cover page.
         
      (c) Number of shares as to which the person has:
         
        (i)

    Sole power to vote or to direct the vote.

     

    See response to Item 5 on each cover page.

           
        (ii)

    Shared power to vote or to direct the vote.

     

    See response to Item 6 on each cover page.

           
        (iii)

    Sole power to dispose or to direct the disposition of.

     

    See response to Item 7 on each cover page.

           
        (iv)

    Shared power to dispose or to direct the disposition of.

     

    See response to Item 8 on each cover page.

     

    Instruction. For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).

     

    Item 5. Ownership of Five Percent or Less of a Class.

     

    If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.

     

    Instruction. Dissolution of a group requires a response to this item.

     

    Item 6. Ownership of More than Five Percent on Behalf of Another Person.

     

    Not applicable.

     

    Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

     

    Not applicable.

     

    Item 8. Identification and Classification of Members of the Group.

     

    Not applicable.

     

    Item 9. Notice of Dissolution of Group.

     

    Not applicable.

     

    Item 10. Certification.

     

      (a) The following certification shall be included if the statement is filed pursuant to §240.13d-1(b):
         
        By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
         
      (b) The following certification shall be included if the statement is filed pursuant to §240.13d-1(c):
         
        By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

     

     
     

     

    CUSIP No. 67073S307

     

    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.

     

        Wenwen Yu
         
        11/4/2024
        Date
         
        /s/ Wenwen Yu
        Signature
         
        Wenwen Yu/Individual
        Name/Title

     

        METAVERSE INTELLIGENCE TECH LTD.
         
        11/4/2024
        Date
         
        /s/ Ying Yu
        Signature
         
        Ying Yu/Director
        Name/Title

     

     

     

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