有信科技美股招股说明书(2025-09-08版)

One Class A Ordinary Share or One Pre-Funded Warrant to Purchase One Class A Ordinary ShareOne Series A Warrant to Purchase One Class A Ordinary ShareOne Series B Warrant to Purchase Such Number of Class A Shares as determined in the Series B Warrant 107,142,857Class A Shares Underlying the Series A Warrants85,714,286Class A Shares Underlying the Series B Warrants Youxin Technology Ltd, a Cayman Islands company, is offering, on a firm commitment basis, 21,428,571 units (the “Units”), each Unit consisting of either: (A) (i) oneClass A Ordinary Share (the “Class A Shares”); (ii) one Series A Warrant to purchase one Class A Share (the “Series A Warrants”); and (iii) one Series B Warrant topurchase such number of Class A Shares as determined in the Class B Warrant (the “Series B Warrants”) or (B) (i) one pre-funded warrant to purchase one Class A Share(the “Pre-Funded Warrants,” together with the Series A Warrants and Series B Warrants, the “Warrants”), (ii) one Series A Warrant and (iii) one Series B Warrant. EachSeries A Warrant is exercisable at an exercise price of $0.28 per share (100% of public offering price per Unit), and each Series B Warrant is exercisable at an exerciseprice of $0.00001 per share. The exercise price of each Pre-Funded Warrant is $0.00001 per share. The Pre-Funded Warrants will be immediately exercisable and may beexercised at any time until all of the Pre-Funded Warrants are exercised in full. The Series A Warrants will be exercisable immediately and will expire five years after theclosing date and the Series B Warrants will be exercisable immediately with no expiration. See “Description of Securities.” We are offering each Unit at a public offeringprice of $0.28 per Unit. The Class A Shares and Pre-Funded Warrants, and the accompanying Series A Warrants and Series B Warrants, as the case may be, can only be purchased together in thisoffering but will be issued separately and will be immediately separable upon issuance. Pursuant to the registration statement related to this prospectus, we are alsoregistering a maximum of 214,285,714 Class A Shares issuable upon exercise of the Warrants included in the Units offered hereby at a public offering price of $0.28 perUnit. The Series A Warrants and Series B Warrants may be exercised on a cashless basis in accordance with the formula set forth in the warrants, in the event that a registration Beginning on the date that is ten (10) trading days after closing of the offering (the “Initial Adjustment Date”), the exercise price of the Series A Warrants will reset to aprice (the “Adjustment Price”) equal to the greater of (a) the Floor Price or (b) the lesser of (i) the then exercise price and (ii) lowest volume weighted average price(VWAP) during the period commencing on the closing date and ending on the Initial Adjustment Date and the number of Class A Shares issuable upon the exercise of theSeries A Warrants will be adjusted so that the aggregate exercise price equals the aggregate exercise price at pricing (subject to deduction of exercised Series AWarrants). The Floor Price will initially be 20% of the Nasdaq Minimum Price as defined in Nasdaq Listing Rule 5635(d)(1)(A) on the trading day immediately prior tothe pricing of the offering. The number of the Class A Shares issuable upon the exercise of the Series B Warrants will initially be zero. On the Initial Adjustment Date, the number of Class A Sharesissuable upon the exercise of the Series B Warrants will be adjusted to equal an amount equal to the aggregate purchase price paid for the Units at the closing of theoffering divided by the Adjustment Price, less the number of Units issued on the closing date (as further described in the Series B Warrant). Accordingly, at a publicoffering price of $0.28 per Unit, the maximum number of Class A Shares that could be issuable upon the exercise of the Series B Warrants would be 85,714,286. In addition, beginning six (6) months after the closing date of the offering and every six (6) months thereafter during the term of the Series A Warrants (each, an“Periodic Adjustment Date”), the Floor Price will be adjusted to equal the lower of (x) the then existing Floor Price and (y) 20% of the Nasdaq Minimum Price asdefined in Nasdaq Listing Rule 5635(d)(1)(A) calculated on each Period Adjustment Date, the exercise price of the Series A Warrants will be adjusted and shall equal thegreater of (i) the Floor Price and (ii) the lower of (x) the then existing exercise price and (y) the lowest weighted average price during the Periodic Adjustment Period. Exercise of large numbers of Series A and Series B Warrants will result in significant dilution for purchasers of our Class A Shares and will cause further drops in themarket price for our Class A Shares. It may also result in the price falling below the $1.00 minimum bid price required by the Nasdaq, thereby potentially subjecting theClass A Shares to delisting from the Nasdaq. For more information, see