SEC Form SCHEDULE 13G filed by Mobile-health Network Solutions
$MNDR
Computer Software: Prepackaged Software
Technology
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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Mobile-health Network Solutions (Name of Issuer) |
Class A ordinary shares, par value $0.000032 per share (Title of Class of Securities) |
G62264117 (CUSIP Number) |
03/31/2025 (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)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | G62264117 |
| 1 | Names of Reporting Persons
YA II PN, Ltd. | ||||||||
| 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
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
316,542.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.99 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Based on 3,168,590 Class A Ordinary Shares ("Class A Shares"), consisting of 2,890,756 Class A Shares outstanding as reported by Mobile-health Network Solutions (the "Issuer") on March 17, 2025, and an additional 277,834 Class A Shares that the reporting person has the right to acquire pursuant to the Standby Equity Purchase Agreement ("SEPA") entered into on February 14, 2025 by YA II PN, Ltd. ("YA II") with the Issuer. Under the SEPA, the Issuer has the option to sell up to $10 million of its Class A Shares to YA II, and YA II is obligated to purchase such shares, at a price and on the terms and subject to the conditions set forth in the SEPA. Under the SEPA, the Issuer is prohibited from issuing and selling Class A Shares to YA II to the extent that it would cause the aggregate number of Class A Shares beneficially owned by YA II and its affiliates to exceed 9.99% of the then outstanding Class A Shares of the Issuer.
SCHEDULE 13G
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| CUSIP No. | G62264117 |
| 1 | Names of Reporting Persons
YA Global Investments II (U.S.), LP | ||||||||
| 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
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
316,542.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.99 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Based on 3,168,590 Class A Ordinary Shares ("Class A Shares"), consisting of 2,890,756 Class A Shares outstanding as reported by Mobile-health Network Solutions (the "Issuer") on March 17, 2025, and an additional 277,834 Class A Shares that the reporting person has the right to acquire pursuant to the Standby Equity Purchase Agreement ("SEPA") entered into on February 14, 2025 by YA II PN, Ltd. ("YA II") with the Issuer. Under the SEPA, the Issuer has the option to sell up to $10 million of its Class A Shares to YA II, and YA II is obligated to purchase such shares, at a price and on the terms and subject to the conditions set forth in the SEPA. Under the SEPA, the Issuer is prohibited from issuing and selling Class A Shares to YA II to the extent that it would cause the aggregate number of Class A Shares beneficially owned by YA II and its affiliates to exceed 9.99% of the then outstanding Class A Shares of the Issuer.
SCHEDULE 13G
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| CUSIP No. | G62264117 |
| 1 | Names of Reporting Persons
Yorkville Advisors Global, LP | ||||||||
| 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
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
316,542.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.99 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Based on 3,168,590 Class A Ordinary Shares ("Class A Shares"), consisting of 2,890,756 Class A Shares outstanding as reported by Mobile-health Network Solutions (the "Issuer") on March 17, 2025, and an additional 277,834 Class A Shares that the reporting person has the right to acquire pursuant to the Standby Equity Purchase Agreement ("SEPA") entered into on February 14, 2025 by YA II PN, Ltd. ("YA II") with the Issuer. Under the SEPA, the Issuer has the option to sell up to $10 million of its Class A Shares to YA II, and YA II is obligated to purchase such shares, at a price and on the terms and subject to the conditions set forth in the SEPA. Under the SEPA, the Issuer is prohibited from issuing and selling Class A Shares to YA II to the extent that it would cause the aggregate number of Class A Shares beneficially owned by YA II and its affiliates to exceed 9.99% of the then outstanding Class A Shares of the Issuer.
SCHEDULE 13G
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| CUSIP No. | G62264117 |
| 1 | Names of Reporting Persons
Yorkville Advisors Global II, LLC | ||||||||
| 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
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
316,542.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.99 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Based on 3,168,590 Class A Ordinary Shares ("Class A Shares"), consisting of 2,890,756 Class A Shares outstanding as reported by Mobile-health Network Solutions (the "Issuer") on March 17, 2025, and an additional 277,834 Class A Shares that the reporting person has the right to acquire pursuant to the Standby Equity Purchase Agreement ("SEPA") entered into on February 14, 2025 by YA II PN, Ltd. ("YA II") with the Issuer. Under the SEPA, the Issuer has the option to sell up to $10 million of its Class A Shares to YA II, and YA II is obligated to purchase such shares, at a price and on the terms and subject to the conditions set forth in the SEPA. Under the SEPA, the Issuer is prohibited from issuing and selling Class A Shares to YA II to the extent that it would cause the aggregate number of Class A Shares beneficially owned by YA II and its affiliates to exceed 9.99% of the then outstanding Class A Shares of the Issuer.
SCHEDULE 13G
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| CUSIP No. | G62264117 |
| 1 | Names of Reporting Persons
YAII GP, LP | ||||||||
| 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
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
316,542.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Based on 3,168,590 Class A Ordinary Shares ("Class A Shares"), consisting of 2,890,756 Class A Shares outstanding as reported by Mobile-health Network Solutions (the "Issuer") on March 17, 2025, and an additional 277,834 Class A Shares that the reporting person has the right to acquire pursuant to the Standby Equity Purchase Agreement ("SEPA") entered into on February 14, 2025 by YA II PN, Ltd. ("YA II") with the Issuer. Under the SEPA, the Issuer has the option to sell up to $10 million of its Class A Shares to YA II, and YA II is obligated to purchase such shares, at a price and on the terms and subject to the conditions set forth in the SEPA. Under the SEPA, the Issuer is prohibited from issuing and selling Class A Shares to YA II to the extent that it would cause the aggregate number of Class A Shares beneficially owned by YA II and its affiliates to exceed 9.99% of the then outstanding Class A Shares of the Issuer.
SCHEDULE 13G
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| CUSIP No. | G62264117 |
| 1 | Names of Reporting Persons
YAII GP II, LLC | ||||||||
| 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
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
316,542.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.99 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Based on 3,168,590 Class A Ordinary Shares ("Class A Shares"), consisting of 2,890,756 Class A Shares outstanding as reported by Mobile-health Network Solutions (the "Issuer") on March 17, 2025, and an additional 277,834 Class A Shares that the reporting person has the right to acquire pursuant to the Standby Equity Purchase Agreement ("SEPA") entered into on February 14, 2025 by YA II PN, Ltd. ("YA II") with the Issuer. Under the SEPA, the Issuer has the option to sell up to $10 million of its Class A Shares to YA II, and YA II is obligated to purchase such shares, at a price and on the terms and subject to the conditions set forth in the SEPA. Under the SEPA, the Issuer is prohibited from issuing and selling Class A Shares to YA II to the extent that it would cause the aggregate number of Class A Shares beneficially owned by YA II and its affiliates to exceed 9.99% of the then outstanding Class A Shares of the Issuer.
SCHEDULE 13G
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| CUSIP No. | G62264117 |
| 1 | Names of Reporting Persons
Mark Angelo | ||||||||
| 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
NEW JERSEY
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
316,542.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.99 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Based on 3,168,590 Class A Ordinary Shares ("Class A Shares"), consisting of 2,890,756 Class A Shares outstanding as reported by Mobile-health Network Solutions (the "Issuer") on March 17, 2025, and an additional 277,834 Class A Shares that the reporting person has the right to acquire pursuant to the Standby Equity Purchase Agreement ("SEPA") entered into on February 14, 2025 by YA II PN, Ltd. ("YA II") with the Issuer. Under the SEPA, the Issuer has the option to sell up to $10 million of its Class A Shares to YA II, and YA II is obligated to purchase such shares, at a price and on the terms and subject to the conditions set forth in the SEPA. Under the SEPA, the Issuer is prohibited from issuing and selling Class A Shares to YA II to the extent that it would cause the aggregate number of Class A Shares beneficially owned by YA II and its affiliates to exceed 9.99% of the then outstanding Class A Shares of the Issuer.
SCHEDULE 13G
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| CUSIP No. | G62264117 |
| 1 | Names of Reporting Persons
SC-Sigma Global Partners, LP | ||||||||
| 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
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
316,542.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.99 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Based on 3,168,590 Class A Ordinary Shares ("Class A Shares"), consisting of 2,890,756 Class A Shares outstanding as reported by Mobile-health Network Solutions (the "Issuer") on March 17, 2025, and an additional 277,834 Class A Shares that the reporting person has the right to acquire pursuant to the Standby Equity Purchase Agreement ("SEPA") entered into on February 14, 2025 by YA II PN, Ltd. ("YA II") with the Issuer. Under the SEPA, the Issuer has the option to sell up to $10 million of its Class A Shares to YA II, and YA II is obligated to purchase such shares, at a price and on the terms and subject to the conditions set forth in the SEPA. Under the SEPA, the Issuer is prohibited from issuing and selling Class A Shares to YA II to the extent that it would cause the aggregate number of Class A Shares beneficially owned by YA II and its affiliates to exceed 9.99% of the then outstanding Class A Shares of the Issuer.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Mobile-health Network Solutions | |
| (b) | Address of issuer's principal executive offices:
2 Venture Drive, #07-06/07 Vision Exchange UO, 608526 | |
| Item 2. | ||
| (a) | Name of person filing:
YA II PN, Ltd. | |
| (b) | Address or principal business office or, if none, residence:
1012 Springfield Ave., Mountainside, NJ 07092 | |
| (c) | Citizenship:
Cayman Islands | |
| (d) | Title of class of securities:
Class A ordinary shares, par value $0.000032 per share | |
| (e) | CUSIP No.:
G62264117 | |
| 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);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (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);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
316,542 | |
| (b) | Percent of class:
9.99 %
| |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
0 | ||
| (ii) Shared power to vote or to direct the vote:
316,542 | ||
| (iii) Sole power to dispose or to direct the disposition of:
0 | ||
| (iv) Shared power to dispose or to direct the disposition of:
316,542 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 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 or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(K), so indicate under Item 3(k) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
YA II is beneficially owned by YA Global Investments II (U.S.), LP (the "YA Feeder"). Yorkville Advisors Global, LP (the "YA Advisor") is the investment manager to YA II. Yorkville Advisors Global II, LLC (the "YA Advisor GP") is the general partner to the YA Advisor. YAII GP, LP (the "YA GP") is the general partner to the YA Feeder. YAII GP II, LLC (the "Yorkville GP") is the general partner to the YA GP. Mark Angelo makes the investment decisions on behalf of YA II. Accordingly, each of YA II, YA Feeder, the YA Advisor, the YA Advisor GP, the YA GP, the Yorkville GP and Mark Angelo may be deemed affiliates and therefore may be deemed to beneficially own the same number of ADSs.
YAII GP, LP is the general partner of SC-Sigma Global Partners, LP ("SC-Sigma"), which is an investor in YA II. YAII GP II, LLC is the general partner of YAII GP, LP. The YA Advisor is the investment manager to SC-Sigma. Accordingly, SC-Sigma, the YA GP, the Yorkville GP, the YA Advisor, and Mark Angelo may be deemed affiliates and therefore may be deemed to beneficially own the same number of shares of ADSs.
For purposes of this filing, each of the reporting persons is deemed an affiliate of each other reporting person. | ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
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, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| 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.
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