IPO - Youxin Technology Ltd

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Form Type: 424B4

Filing Date: 2024-12-23

Corporate Action: Ipo

Type: New

Accession Number: 000149315224051789

Filing Summary: Youxin Technology Ltd is offering up to 1,875,000 Class A Ordinary Shares for resale by a selling shareholder, with no proceeds going to the company itself. The prospectus indicates that there will be no underwriting by investment banks for these shares. This offering aims to establish a public trading market for Youxin's equity securities in the US. The company's shares have been approved for listing on The Nasdaq Capital Market under the symbol 'YAAS'. As an emerging growth and foreign private issuer, Youxin is subject to reduced reporting requirements. The document also outlines significant risks involved in investing, including the regulatory environment and business operations in Mainland China. The prospectus also emphasizes that the company holds necessary licenses and permits for its operations in China and describes its services, which focus on providing SaaS and PaaS solutions for mid-tier retail brands in a market projected for growth. Concerns regarding potential regulatory changes and their impacts on the company’s operations and ability to offer securities are highlighted. Financial summaries illustrate recent performance, noting losses and changing customer numbers.

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Additional details:

Class A Shares Offered: 1875000


Market Symbol: YAAS


Business Structure: Cayman Islands holding company


Target Market: mid-tier retail brands


Registration Number: 333-274404


Form Type: 424B4

Filing Date: 2024-12-23

Corporate Action: Ipo

Type: New

Accession Number: 000149315224051790

Filing Summary: Youxin Technology Ltd, incorporated in the Cayman Islands, is conducting its initial public offering (IPO) of 2,300,000 Class A ordinary shares at an offering price of $4.50 per share. The shares will be listed on The Nasdaq Capital Market under the symbol 'YAAS'. The prospectus outlines the company's corporate structure, which involves a holding company model where the Cayman Islands entity does not conduct operations directly, but instead operates through a subsidiary in Mainland China. Potential investors should be aware of differences in voting rights among share classes, with Class A holders receiving one vote per share and Class B holders receiving 20 votes per share. The document also discusses the regulatory landscape impacting the company's ability to operate in China, including potential risks associated with legal and political issues in the country. Furthermore, the prospectus emphasizes the high degree of investment risk, potential regulatory changes in cybersecurity, and implications of Chinese laws that might affect future cash flow and dividend distributions. The underwriter, Aegis Capital Corp, has been granted the right to purchase up to 15% additional shares to cover any potential over-allotments within 45 days of the initial offering date.

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Additional details:

Class A Shares Offered: 2300000

Initial Public Offering Price: 4.5

Total Public Offering Value: 10350000

Underwriting Discount: 0.315

Proceeds Before Expenses: 4625.5

Selling Shareholder Class A Shares: 1875000

Voting Rights Class A: 1

Voting Rights Class B: 20

Ceo Shareholding Percentage: 20.46

Ceo Control Voting Power Percentage: 56.9


Form Type: CORRESP

Filing Date: 2024-12-18

Corporate Action: Ipo

Type: New

Accession Number: 000149315224050618

Filing Summary: Youxin Technology Ltd submitted a request for acceleration of the effective date of its Registration Statement No. 333-274404 on Form F-1, aiming for the statement to become effective at 5:00 p.m. Eastern Time on December 19, 2024. The letter indicated that this process is in accordance with Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933. The request was signed by Mr. Shaozhang Lin, the Chief Executive Officer of Youxin Technology Ltd.

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Additional details:

Registration Statement Number: 333-274404


Effective Date Request: 2024-12-19T17:00:00-05:00


Contact Person: Mr. Anthony W. Basch


Contact Firm: Kaufman & Canoles, P.C.


Ceo Name: Mr. Shaozhang Lin


Contact Method: via EDGAR


Form Type: CORRESP

Filing Date: 2024-12-18

Corporate Action: Ipo

Type: New

Accession Number: 000149315224050619

Filing Summary: Youxin Technology Ltd has filed a request to accelerate the effective date of its Registration Statement on Form F-1 (File No. 333-274404) to allow it to become effective at 5:00 p.m. Eastern time on December 19, 2024. This filing indicates that the underwriters have adequately distributed the preliminary prospectus dated October 11, 2024 and are in compliance with relevant securities regulations.

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Additional details:

Registration Statement: Form F-1


Effective Date Requested: 2024-12-19


Underwriters Representative: Aegis Capital Corp.


Representative Name: Robert Eide


Representative Title: Chief Executive Officer


Form Type: CORRESP

Filing Date: 2024-12-17

Corporate Action: Ipo

Type: Update

Accession Number: 000149315224050403

Filing Summary: Youxin Technology Ltd formally withdraws its request for the registration statement to be declared effective at 4:00 p.m. on December 17, 2024. This indicates a change in their plans regarding the initial public offering (IPO) they were pursuing with the registration statement filed under Form F-1.

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Additional details:

Registration Statement No: 333-274404


Contact Name: Anthony W. Basch


Contact Company: Kaufman & Canoles, P.C.


Ceo Name: Mr. Shaozhang Lin


Ceo Title: Chief Executive Officer


Form Type: CORRESP

Filing Date: 2024-12-17

Corporate Action: Ipo

Type: New

Accession Number: 000149315224050421

Filing Summary: Youxin Technology Ltd has requested the U.S. Securities & Exchange Commission to accelerate the effective date of its registration statement on Form F-1 (File No. 333-274404) to 5:00 p.m. Eastern time on December 18, 2024, or as soon thereafter as practicable. The request is filed pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, which allows for an expedited process for new registration statements. Furthermore, the underwriters have made reasonable efforts to distribute copies of the preliminary prospectus dated October 11, 2024, to secure adequate distribution. The document also indicates compliance with Rule 15c2-8 under the Securities Exchange Act of 1934.

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Additional details:

Rule 461 Request: Requested acceleration of effective date for registration statement


File Number: 333-274404


Prospectus Date: 2024-10-11


Effective Time: 2024-12-18 17:00 Eastern Time


Underwriter: Aegis Capital Corp.


Representative Name: Robert Eide


Representative Title: Chief Executive Officer


Form Type: CORRESP

Filing Date: 2024-12-13

Corporate Action: Ipo

Type: New

Accession Number: 000149315224050026

Filing Summary: Youxin Technology Ltd has requested the acceleration of the effective date for its Registration Statement on Form F-1, which is associated with its initial public offering (IPO). The company aims for the effective date to be at 4:00 p.m. Eastern time on December 17, 2024, or as soon as practicable thereafter. The underwriters have previously distributed copies of the preliminary prospectus dated October 11, 2024, to ensure adequate distribution.

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Additional details:

Registration Statement: Registration Statement on Form F-1


File Number: 333-274404


Effective Date Request: 2024-12-17


Prospectus Date: 2024-10-11


Form Type: CORRESP

Filing Date: 2023-12-08

Corporate Action: Ipo

Type: Update

Accession Number: 000149315223044167

Filing Summary: Youxin Technology Ltd has filed Amendment No. 2 to its Registration Statement on Form F-1 on December 8, 2023, in response to comments from the SEC dated November 28, 2023. The amendment includes significant revisions to the Consolidated Financial Data, particularly related to pro forma per share information for the fiscal year ended September 30, 2022. Key clarifications include the nature of their customer base, where it is confirmed that all professional services customers are also payment channel customers. The document outlines the calculation for customer renewal rates, indicating that it includes customers who must renew to access services. The filing addresses discrepancies noted by the SEC regarding the net dollar expansion rate and articulates its methodology, highlighting the inclusion of both renewing and lost customers in the calculation. The company has also revised disclosures regarding legal and operational risks associated with doing business in China, returning to previous language to enhance clarity on intellectual property rights within China. Overall, the amendment aims to resolve the SEC’s previous concerns and facilitate the IPO process.

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Additional details:

Customer Count: 44


Customer Renewal Rate: 83% for year ended September 30, 2022


Net Dollar Expansion Rate: 61% for year ended September 30, 2022


Legal And Operational Risks: Revised disclosures to reflect original language regarding risks in China


Form Type: DRSLTR

Filing Date: 2023-08-15

Corporate Action: Ipo

Type: Update

Accession Number: 000149315223028946

Filing Summary: Youxin Technology Ltd submitted Amendment No. 2 to its Draft Registration Statement on Form F-1 in response to the SEC's comments dated June 29, 2023. The amendment includes revisions about cash transfers within the organization, with cross-references to the consolidated financial statements. It clarifies the legal and operational risks of operating in China and Hong Kong, particularly regarding the regulatory environment and its potential impact on the company. The submission also expands the discussion on permissions required from Chinese authorities for foreign investors. Revised disclosure on capitalizations regarding Class A and Class B share issuances is included, correcting previous inconsistencies. Additionally, metrics used by management to monitor customer retention and acquisition have been specified, and the financial statements have been updated as per SEC requirements. The letter concludes with contact information for further inquiries.

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Additional details:

Amendment Number: 2


Form Type: F-1


Submission Date: 2023-08-15


Counsel Name: Anthony W. Basch


Address: Room 802, 803 No. 13 Hai’an Road, Tianhe District, Guangzhou, Guangdong Province, People’s Republic of China


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