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. Checkbox not checked

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




Comment for Type of Reporting Person:
Note to Rows 7 and 11: The above-referenced shares of common stock, $0.01 par value per share (the "Common Stock") beneficially owned by the Reporting Person consist of (i) 1,604,166 shares of Common Stock issuable upon conversion of 1,145,833 shares of Series A Convertible Preferred Stock, $0.001 par value per share (the "Series A Convertible Preferred Stock"), which are convertible into shares of Common Stock at a ratio of 1.4 shares of Common Stock for each share of Series A Convertible Preferred Stock, (ii) 1,425,480 shares of Common Stock issuable upon the exercise of warrants to purchase Common Stock, and (iii) 1,585,366 shares of Common Stock. The shares of Series A Convertible Preferred Stock vote on an as-converted basis without regard to the Preferred Blocker (as defined below). Note to Row 9: The above-referenced shares of Common Stock beneficially owned by the Reporting Person consist of (i) 557,525 shares of Common Stock issuable upon conversion of Series A Convertible Preferred Stock, (ii) 1,425,480 shares of Common Stock issuable upon the exercise of warrants to purchase Common Stock, and (iii) 1,585,366 shares of Common Stock. The shares of Series A Convertible Preferred Stock are not convertible into more than 19.99% of the number of shares of Common Stock outstanding immediately prior to the original issuance date of the Series A Convertible Preferred Stock (the "Preferred Blocker"); therefore, the Series A Convertible Preferred Stock cannot, in the aggregate, convert into more than 557,525 shares of Common Stock.


SCHEDULE 13D




Comment for Type of Reporting Person:
Note to Rows 7 and 11: The above-referenced shares of Common Stock beneficially owned by the Reporting Person consist of (i) 1,203,046 shares of Common Stock issuable upon conversion of 859,319 shares of Series A Convertible Preferred Stock, which are convertible into shares of Common Stock at a ratio of 1.4 shares of Common Stock for each share of Series A Convertible Preferred Stock, (ii) 1,069,040 shares of Common Stock issuable upon the exercise of warrants to purchase Common Stock, and (iii) 853,659 shares of Common Stock. The shares of Series A Convertible Preferred Stock vote on an as-converted basis without regard to the Preferred Blocker. Note to Row 9: The above-referenced shares of Common Stock beneficially owned by the Reporting Person consist of (i) 557,525 shares of Common Stock issuable upon conversion of Series A Convertible Preferred Stock, (ii) 1,069,040 shares of Common Stock issuable upon the exercise of warrants to purchase Common Stock, and (iii) 853,659 shares of Common Stock. The shares of Series A Convertible Preferred Stock are subject to the Preferred Blocker; therefore, the Series A Convertible Preferred Stock cannot, in the aggregate, convert into more than 557,525 shares of Common Stock.


SCHEDULE 13D




Comment for Type of Reporting Person:
Note to Rows 7, 9 and 11: The above-referenced shares of Common Stock beneficially owned by the Reporting Person consist of (i) 343,774 shares of Common Stock issuable upon conversion of 245,553 shares of Series A Convertible Preferred Stock, which are convertible into shares of Common Stock at a ratio of 1.4 shares of Common Stock for each share of Series A Convertible Preferred Stock and (ii) 305,480 shares of Common Stock issuable upon the exercise of warrants to purchase Common Stock. The shares of Series A Convertible Preferred Stock vote on an as-converted basis without regard to the Preferred Blocker. The shares of Series A Convertible Preferred Stock are subject to the Preferred Blocker; therefore, the Series A Convertible Preferred Stock cannot, in the aggregate, convert into more than 557,525 shares of Common Stock.


SCHEDULE 13D




Comment for Type of Reporting Person:
Note to Rows 7, 9 and 11: The above-referenced shares of Common Stock beneficially owned by the Reporting Person consist of (i) 343,774 shares of Common Stock issuable upon conversion of 245,553 shares of Series A Convertible Preferred Stock, which are convertible into shares of Common Stock at a ratio of 1.4 shares of Common Stock for each share of Series A Convertible Preferred Stock and (ii) 305,480 shares of Common Stock issuable upon the exercise of warrants to purchase Common Stock. The shares of Series A Convertible Preferred Stock vote on an as-converted basis without regard to the Preferred Blocker. The shares of Series A Convertible Preferred Stock are subject to the Preferred Blocker; therefore, the Series A Convertible Preferred Stock cannot, in the aggregate, convert into more than 557,525 shares of Common Stock.


SCHEDULE 13D


 
Cao Yu
 
Signature:/s/ Cao Yu
Name/Title:Cao Yu
Date:08/25/2025
 
Hu Bin
 
Signature:/s/ Hu Bin
Name/Title:Hu Bin
Date:08/25/2025
 
Youxin Consulting Limited
 
Signature:/s/ Li Wai Chung
Name/Title:Li Wai Chung
Date:08/25/2025
 
Li Wai Chung
 
Signature:/s/ Li Wai Chung
Name/Title:Li Wai Chung
Date:08/25/2025