SEC Form SC 13G filed by NuZee Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

NUZEE, INC.

(Name of Issuer)

COMMON STOCK, PAR VALUE $0.00001 PER SHARE

(Title of Class of Securities)

67073S307

(CUSIP Number)

Yubo Yang

UNIT 3709, 37/F, TOWER 2, LIPPO CENTRE 89 QUEENSWAY, ADMIRALTY,HK

+ 86 15611602308

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

October 14, 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).

¹ Yubo Yang, through her 100% ownership of Dada Business Trading Co., Limited, beneficially owns 877,192 newly issued shares of common stock of the Issuer pursuant to a Securities Purchase Agreement entered into on September 24, 2024. Dada Business Trading Co., Limited is governed by its sole director, Mr. Zheng Dai. As such, Mr. Dai has voting and investment discretion with respect to the ordinary shares held of record by Dada Business Trading Co., Limited and may be deemed to have beneficial ownership of the shares held directly by Dada Business Trading Co., Limited. Therefore, both Yubo Yang and Zheng Dai are deemed to have shared voting power over the 877,192 shares.

² This percentage is calculated based upon (i) 4,978,245 shares of common stock issued and outstanding (as of August 27, 2024), as set forth in the Issuer’s current report on Form 8-K as filed with the Securities and Exchange Commission on October 2, 2024; and (ii) 2,807,015 shares issued on October 14, 2024 pursuant to the securities purchase agreement entered into on September 24, 2024 as part of the partial closing thereof, as set forth in the Issuer’s current report on Form 8-K filed with the Securities and Exchange Commission on October 16, 2024.

³ Dada Business Trading Co., Limited is governed by its sole director, Mr. Zheng Dai. As such, Mr. Dai has voting and investment discretion with respect to the ordinary shares held of record by Dada Business Trading Co., Limited and may be deemed to have beneficial ownership of the shares held directly by Dada Business Trading Co., Limited. Therefore, both Yubo Yang and Zheng Dai are deemed to have shared voting power over the 877,192 newly issued shares of common stock of the Issuer pursuant to a Securities Purchase Agreement entered into on September 24, 2024 by Dada Business Trading Co., Limited and the Issuer.

⁴ This percentage is calculated based upon (i) 4,978,245 shares of common stock issued and outstanding (as of August 27, 2024), as set forth in the Issuer’s current report on Form 8-K as filed with the Securities and Exchange Commission on October 2, 2024; and (ii) 2,807,015 shares issued on October 14, 2024 pursuant to the securities purchase agreement entered into on September 24, 2024 as part of the partial closing thereof, as set forth in the Issuer’s current report on Form 8-K filed with the Securities and Exchange Commission on October 16, 2024.

⁵ Dada Business Trading Co., Limited is a Hong Kong entity, and it does not possess an Employer Identification Number (EIN).

⁶Yubo Yang, through her 100% ownership of Dada Business Trading Co., Limited, beneficially owns 877,192 newly issued shares of common stock of the Issuer pursuant to a Securities Purchase Agreement entered into on September 24, 2024. Dada Business Trading Co., Limited is governed by its sole director, Mr. Zheng Dai. As such, Mr. Dai has voting and investment discretion with respect to the ordinary shares held of record by Dada Business Trading Co., Limited and may be deemed to have beneficial ownership of the shares held directly by Dada Business Trading Co., Limited. Both Yubo Yang and Zheng Dai are deemed to have shared voting power over the 877,192 shares.

⁷ This percentage is calculated based upon (i) 4,978,245 shares of common stock issued and outstanding (as of August 27, 2024), as set forth in the Issuer’s current report on Form 8-K as filed with the Securities and Exchange Commission on October 2, 2024; and (ii) 2,807,015 shares issued on October 14, 2024 pursuant to the securities purchase agreement entered into on September 24, 2024 as part of the partial closing thereof, as set forth in the Issuer’s current report on Form 8-K filed with the Securities and Exchange Commission on October 16, 2024.

Item 1.

Item 2.

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:

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.

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.

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.

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