YOUXIN TECHNOLOGY LTD.

 

Up to $6,355,771

Class A Ordinary Shares

 

We have entered into an At-The-Market Issuance Sales Agreement (the "Sales Agreement") with Aegis Capital Corp. ("Aegis" or the "Sales Agent"), dated June 25, 2026, relating to the sale of our Class A ordinary shares, par value $0.008 per share ("Class A Ordinary Shares"), offered by this prospectus supplement and the accompanying prospectus. In accordance with the terms of the Sales Agreement, we may offer and sell our Class A Ordinary Shares, having an aggregate offering price of up to $100,000,000 from time to time through or to Aegis as sales agent or principal. However, due to the offering limitations applicable to us under General Instruction I.B.5. of Form F -3 and our public float calculated in accordance therewith as of the date of this prospectus supplement, and in accordance with the terms of the sales agreement, we are offering shares of our Class A Ordinary Shares having an aggregate gross sales price of up to $6,355,771 pursuant to this prospectus supplement and the accompanying prospectus. If our public float increases such that we may sell additional amounts under the sales agreement and the registration statement of which this prospectus supplement and the accompanying prospectus are a part, we will file another prospectus supplement prior to making additional sales.

 

Sales of our Class A Ordinary Shares, if any, under this prospectus supplement may be made in sales deemed to be "at-the-market offerings" (the "ATM Offering(s)") as defined in Rule 415 promulgated under the Securities Act of 1933, as amended (the "Securities Act"). The Sales Agent is not required to sell any specific number or dollar amount of securities, but will act as a sales agent using commercially reasonable efforts consistent with its normal trading and sales practices, on mutually agreed terms between the Sales Agent and us. There is no arrangement for funds to be received in any escrow, trust or similar arrangement.

 

The Sales Agent will be entitled to compensation at a commission rate of 3.0% of the gross proceeds of each sale of the registered Class A Ordinary Shares pursuant to the terms of the Sales Agreement. See "Plan of Distribution" beginning on page S-12 for additional information regarding the compensation to be paid to the Sales Agent in connection with the sale of the Class A Ordinary Shares on our behalf. The Sales Agent will be deemed to be an "underwriter" within the meaning of the Securities Act, and the compensation of the Sales Agent will be deemed to be underwriting commissions or discounts. We also have agreed to provide indemnification and contribution to the Sales Agent with respect to certain liabilities, including liabilities under the Securities Act or the Securities Exchange Act of 1934, as amended (the "Exchange Act").

 

The Class A Ordinary Shares are listed on the Nasdaq Capital Market under the symbol "YAAS." On June 25, 2026, the closing price of the Class A Ordinary Shares on the Nasdaq Capital Market was $0.8081 per share.