UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
NUZEE,
INC.
(Name
of Issuer)
COMMON
STOCK, PAR VALUE $0.00001 PER SHARE
(Title
of Class of Securities)
67073S307
(CUSIP
Number)
Yubo
Yang
UNIT
3709, 37/F, TOWER 2, LIPPO CENTRE 89 QUEENSWAY, ADMIRALTY,HK
+
86 15611602308
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
October
14, 2024
(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)
☒
Rule 13d-1(c)
☐
Rule 13d-1(d)
*
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a
prior cover page.
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).
CUSIP
No. 67073S307 |
1.
|
NAMES
OF REPORTING PERSONS
Yubo
Yang |
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
China |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
5. |
SOLE
VOTING POWER
0 |
6. |
SHARED
VOTING POWER
877,192 |
7. |
SOLE
DISPOSITIVE POWER
0 |
8. |
SHARED
DISPOSITIVE POWER
877,192 |
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
877,1921 |
10.
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see
instructions) ☐
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.267%2 |
12.
|
TYPE
OF REPORTING PERSON (see instructions)
IN |
1
Yubo Yang, through her 100% ownership of Dada Business Trading Co., Limited, beneficially owns 877,192 newly issued shares of common
stock of the Issuer pursuant to a Securities Purchase Agreement entered into on September 24, 2024. Dada Business Trading Co., Limited
is governed by its sole director, Mr. Zheng Dai. As such, Mr. Dai has voting and investment discretion with respect to the ordinary shares
held of record by Dada Business Trading Co., Limited and may be deemed to have beneficial ownership of the shares held directly by Dada
Business Trading Co., Limited. Therefore, both Yubo Yang and Zheng Dai are deemed to have shared voting power over the 877,192 shares.
2
This percentage is calculated based upon (i) 4,978,245 shares of common stock issued and outstanding (as of August 27, 2024), as
set forth in the Issuer’s current report on Form 8-K as filed with the Securities and Exchange Commission on October 2, 2024; and
(ii) 2,807,015 shares issued on October 14, 2024 pursuant to the securities purchase agreement entered into on September 24, 2024 as
part of the partial closing thereof, as set forth in the Issuer’s current report on Form 8-K filed with the Securities and Exchange
Commission on October 16, 2024.
CUSIP
No. 67073S307 |
1.
|
NAMES
OF REPORTING PERSONS
Zheng
Dai |
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
China |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
5. |
SOLE
VOTING POWER
0 |
6. |
SHARED
VOTING POWER
877,192 |
7. |
SOLE
DISPOSITIVE POWER
0 |
8. |
SHARED
DISPOSITIVE POWER
877,192 |
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
877,1923 |
10.
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see
instructions) ☐
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.267%4 |
12.
|
TYPE
OF REPORTING PERSON (see instructions)
IN |
3
Dada Business Trading Co., Limited is governed by its sole director, Mr. Zheng Dai. As such, Mr. Dai has voting and investment
discretion with respect to the ordinary shares held of record by Dada Business Trading Co., Limited and may be deemed to have beneficial
ownership of the shares held directly by Dada Business Trading Co., Limited. Therefore, both Yubo Yang and Zheng Dai are deemed to have
shared voting power over the 877,192 newly issued shares of common stock of the Issuer pursuant to a Securities Purchase Agreement entered
into on September 24, 2024 by Dada Business Trading Co., Limited and the Issuer.
4
This percentage is calculated based upon (i) 4,978,245 shares of common stock issued and outstanding (as of August 27, 2024), as
set forth in the Issuer’s current report on Form 8-K as filed with the Securities and Exchange Commission on October 2, 2024; and
(ii) 2,807,015 shares issued on October 14, 2024 pursuant to the securities purchase agreement entered into on September 24, 2024 as
part of the partial closing thereof, as set forth in the Issuer’s current report on Form 8-K filed with the Securities and Exchange
Commission on October 16, 2024.
CUSIP
No. 67073S307 |
1.
|
NAMES
OF REPORTING PERSONS
I.R.S.
Identification Nos. of above persons (Entities only):
Dada
Business Trading Co., Limited; EIN: N/A5 |
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
Hong
Kong |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
5. |
SOLE
VOTING POWER
0 |
6. |
SHARED
VOTING POWER
877,192 |
7. |
SOLE
DISPOSITIVE POWER
0 |
8. |
SHARED
DISPOSITIVE POWER
877,192 |
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
877,1926 |
10.
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see
instructions) ☐
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.267%7 |
12.
|
TYPE
OF REPORTING PERSON (see instructions)
CO |
5
Dada Business Trading Co., Limited is a Hong Kong entity, and it does not possess an Employer Identification Number (EIN).
6Yubo
Yang, through her 100% ownership of Dada Business Trading Co., Limited, beneficially owns 877,192 newly issued shares of common stock
of the Issuer pursuant to a Securities Purchase Agreement entered into on September 24, 2024. Dada Business Trading Co., Limited is governed
by its sole director, Mr. Zheng Dai. As such, Mr. Dai has voting and investment discretion with respect to the ordinary shares held of
record by Dada Business Trading Co., Limited and may be deemed to have beneficial ownership of the shares held directly by Dada Business
Trading Co., Limited. Both Yubo Yang and Zheng Dai are deemed to have shared voting power over the 877,192 shares.
7
This percentage is calculated based upon (i) 4,978,245 shares of common stock issued and outstanding (as of August 27, 2024), as
set forth in the Issuer’s current report on Form 8-K as filed with the Securities and Exchange Commission on October 2, 2024; and
(ii) 2,807,015 shares issued on October 14, 2024 pursuant to the securities purchase agreement entered into on September 24, 2024 as
part of the partial closing thereof, as set forth in the Issuer’s current report on Form 8-K filed with the Securities and Exchange
Commission on October 16, 2024.
Item
1.
|
(a) |
Name
of Issuer
NUZEE,
INC. |
|
|
|
|
(b) |
Address
of Issuer’s Principal Executive Offices
2865
Scott St. Suite 107, Vista, California 92081 |
Item
2.
|
(a) |
Name
of Person Filing
Yubo
Yang
Zheng
Dai
Dada
Business Trading Co., Limited |
|
|
|
|
(b) |
Address
or principal business office or, if none, residence |
|
|
|
|
|
Yubo
Yang: UNIT 3709, 37/F, TOWER 2, LIPPO CENTRE 89 QUEENSWAY, ADMIRALTY, HK. |
|
|
Zheng
Dai: UNIT 3709, 37/F, TOWER 2, LIPPO CENTRE 89 QUEENSWAY, ADMIRALTY, HK. |
|
|
Dada
Business Trading Co., Limited: UNIT 3709, 37/F, TOWER 2, LIPPO CENTRE 89 QUEENSWAY, ADMIRALTY, HK. |
|
|
|
|
(c) |
Citizenship
Yubo
Yang: China
Zheng
Dai: China
Dada
Business Trading Co., Limited: Hong Kong |
|
|
|
|
(d) |
Title
of Class of Securities
Yubo
Yang: Common Stock
Zheng
Dai: Common Stock
Dada
Business Trading Co., Limited: Common Stock |
|
|
|
|
(e) |
CUSIP
Number
67073S307 |
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). |
|
|
|
|
|
(b) |
☐ |
Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
|
|
|
|
|
(c) |
☐ |
Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
|
|
|
|
|
(d) |
☐ |
Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). |
|
|
|
|
|
(e) |
☐ |
An
investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
|
|
|
|
|
(f) |
☐ |
An
employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
|
|
|
|
|
(g) |
☐ |
A
parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); |
|
|
|
|
|
(h) |
☐ |
A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
|
|
|
|
|
(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); |
|
|
|
|
|
(j) |
☐ |
Group,
in accordance with §240.13d-1(b)(1)(ii)(J). |
Item
4. Ownership.
Provide
the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
|
(a) |
Amount
beneficially owned: |
|
|
|
|
|
See
response to Item 9 on each cover page. |
|
|
|
|
(b) |
Percent
of class: |
|
|
|
|
|
See
response to Item 11 on each cover page. |
|
|
|
|
(c) |
Number
of shares as to which the person has: |
|
|
|
|
|
(i) |
Sole
power to vote or to direct the vote.
See
response to Item 5 on each cover page. |
|
|
|
|
|
|
(ii) |
Shared
power to vote or to direct the vote.
See
response to Item 6 on each cover page. |
|
|
|
|
|
|
(iii) |
Sole
power to dispose or to direct the disposition of.
See
response to Item 7 on each cover page. |
|
|
|
|
|
|
(iv) |
Shared
power to dispose or to direct the disposition of.
See
response to Item 8 on each cover page. |
Instruction.
For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).
Item
5. Ownership of Five Percent or Less of a Class.
If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner
of more than five percent of the class of securities, check the following ☐.
Instruction.
Dissolution of a group requires a response to this item.
Item
6. Ownership of More than Five 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.
Not
applicable.
Item
8. Identification and Classification of Members of the Group.
Not
applicable.
Item
9. Notice of Dissolution of Group.
Not
applicable.
Item
10. Certification.
|
(a) |
The
following certification shall be included if the statement is filed pursuant to §240.13d-1(b): |
|
|
|
|
|
By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held
in the ordinary course of business and 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. |
|
|
|
|
(b) |
The
following certification shall be included if the statement is filed pursuant to §240.13d-1(c): |
|
|
|
|
|
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. |
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.
|
Zheng
Dai |
|
|
|
10/17/2024 |
|
Date |
|
|
|
/s/
Zheng Dai |
|
Signature |
|
|
|
Zheng
Dai/Individual |
|
Name/Title |
|
Yubo
Yang |
|
|
|
10/17/2024 |
|
Date |
|
|
|
/s/
Yubo Yang |
|
Signature |
|
|
|
Yubo
Yang/Individual |
|
Name/Title |
|
Dada
Business Trading Co., Limited |
|
|
|
10/17/2024 |
|
Date |
|
|
|
/s/
Zheng Dai |
|
Signature |
|
|
|
Zheng
Dai/Director |
|
Name/Title |
LIST
OF EXHIBITS
Exhibit
99.1
JOINT
FILING AGREEMENT
In
accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the
joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them
of a statement on Schedule 13G (including amendments thereto) with respect to the common stock, par value of US$0.00001 per share, of
Nuzee, Inc., a Nevada corporation, and that this Agreement may be included as an exhibit to such joint filing. This Agreement may be
executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
IN
WITNESS WHEREOF, the undersigned hereby execute this Agreement as of October 17, 2024.
|
Zheng
Dai |
|
|
|
10/17/2024 |
|
Date |
|
|
|
/s/
Zheng Dai
|
|
Signature |
|
|
|
Zheng
Dai/Individual
|
|
Name/Title |
|
Yubo
Yang |
|
|
|
10/17/2024
|
|
Date |
|
|
|
/s/
Yubo Yang
|
|
Signature |
|
|
|
Yubo
Yang/Individual
|
|
Name/Title |
|
Dada
Business Trading Co., Limited |
|
|
|
10/17/2024
|
|
Date |
|
|
|
/s/
Zheng Dai
|
|
Signature |
|
|
|
Zheng
Dai/Director
|
|
Name/Title |
NuZee (NASDAQ:NUZE)
Historical Stock Chart
From Sep 2024 to Oct 2024
NuZee (NASDAQ:NUZE)
Historical Stock Chart
From Oct 2023 to Oct 2024