Filing Details

c/o U-BX Technology Ltd. Zhongguan Science and Technology Park, No. 1 Linkong Er Road, Shunyi District, Beijing, People's Republic of China

Jian Chen: Chief Executive Officer and Director of U-BX Technology Ltd. with the principle business address of Zhongguan Science and Technology Park, No. 1 Linkong Er Road, Shunyi District, Beijing, People's Republic of China

No

China

PF

The Reporting Person acquired and continues to hold the securities with the intent to exercise control over the Issuer. Except as set forth herein, the Reporting Person does not have any present plans or proposals which relate to or would result in any of the transactions described in paragraph (a) through (j) of Item 4 of the Rule 240.13d of the Securities Exchange Act of 1934, as amended. However, as a significant shareholder and the CEO and director of the Issuer, the Reporting Person intends to actively participate in the Issuer's management, strategic direction and corporate governance.

Name Number of Ordinary Shares Percentage Amount Beneficially Owned Jian Chen 7,592,185(1) 77.50%(2)

Name Number of Ordinary Shares Percentage Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: Jian Chen 7,592,185(1) (ii) Shared power to vote or to direct the vote: Jian Chen 0 (iii) Sole power to dispose or to direct the disposition of: Jian Chen 7,592,185(1) (iv) Shared power to dispose or to direct the disposition of: Jian Chen 0 (1) Including 6,934,884 Ordinary Shares held by the Reporting Person as of the date hereof. Superego Pulse Limited, a company formed under the laws of the British Virgin Islands, of which Jian Chen is the sole shareholder and director, holds 525,151 Ordinary Shares. In addition, Superego Pulse Limited is the general partner of Columbus Information consulting L.P., a limited partnership established under the laws of the British Virgin Islands and a stock incentive platform for the Company's employees. Jian Chen has the sole voting and dispositive power of and is deemed the beneficial owner of the 525,151 Ordinary Shares held by Superego Pulse Limited and the 132,150 Ordinary Shares held by Columbus Information consulting L.P. (2) Based on 9,795,491 Ordinary Shares outstanding as of the date thereof.

Jian Chen did not effect any transaction during the past sixty days or since the most recent filing of Schedule 13D (ss. 240.13d-101), whichever is less, other than the acquisition of 525,000 Ordinary Shares and warrants to purchase up to 1,575,000 Ordinary Shares (the "Warrants").

not applicable

not applicable

The Reporting Person entered into a securities purchase agreement (the "Securities Purchase Agreement") to acquire 525,000 Ordinary Shares and Warrants to purchase up to 1,575,000 Ordinary Shares. Each Warrant has an initial exercise price of $4.00 per Ordinary Share, subject to reset and adjustment as discussed below. Pursuant to the Securities Purchase Agreement, on the seventh (7th) calendar days after November 28, 2024, the exercise price of the Warrants shall be reset to 20% of Nasdaq Minimum Price of the Company's Ordinary Share, rounding up to the nearest first decimal place, determined on the date of the Securities Purchase Agreement. In addition, upon such reset of the exercise price, the number of Ordinary Shares underlying the Warrants (the "Warrant Shares") issuable immediately prior to such reset shall be adjusted to the number of Ordinary Shares determined by multiplying the initial exercise price by the number of Warrant Shares acquirable upon exercise of the Warrants immediately prior to such reset and dividing the product thereof by the exercise price resulting from such reset. As a result, the Warrants grant the Reporting Person the right to acquire 7,875,000 Ordinary Shares at $0.80 per share. The Warrants are exercisable upon issuance and will expire five years from their initial date of exercise. The warrants are exercisable for cash; provided, however that they may be exercised on a cashless exercise. In addition, if at any time after the three months' anniversary of the date of issuance, the holder of the warrant may alternatively exchange all, or any part, of the warrants into such aggregate number of Ordinary Shares equal to the product of (x) 0.8 and (y) such aggregate number of Ordinary Shares underlying such portion of the warrants to be exercised. On March 18, 2025, the Reporting Person exercised the Warrants in full to purchase 6,409,884 Ordinary Shares.

Exhibit Description A Securities Purchase Agreement, filed as exhibit 10.1 to the Report on Form 6-K filed on December 4, 2024 and incorporated by reference in this Schedule 13D. B Ordinary Share Purchase Warrant, filed as exhibit 10.2 to the Report on Form 6-K filed on December 4, 2024 and incorporated by reference in this Schedule 13D. C Registration Rights Agreement, filed as exhibit 10.3 to the Report on Form 6-K filed on December 4, 2024 and incorporated by reference in this Schedule 13D.