UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________________________

FORM 8-K

_________________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

~~July~~January 2313, ~~2025~~2026

Date of Report (Date of earliest event reported)

________________________________________________________

YUBO INTERNATIONAL BIOTECH LIMITED

(Exact name of Registrant as Specified in Charter)

________________________________________________________

New York

000-21320

11-3074326

(State or Other Jurisdiction of

(Commission

(IRS Employer

Incorporation or Organization)

File Number)

Identification Number)

Room 1102, 11th Floor, Building 2 No. 10 Chaoyang Park South Road, Chaoyang District Beijing, China, 100026 (Address of principal executive offices, including Zip Code) +86 136-0129-6655 (Registrant's telephone number, including area code)

No. 10 Chaoyang Park South Road, Chaoyang District

Beijing, China, 100026

(Address of principal executive offices, including Zip Code)

+86 136-0129-6655

(Registrant's telephone number, including area code)

________________________________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 14.01 ~~Entry~~Changes ~~into~~in aRegistrant’s ~~Definitive~~Certifying ~~Material Agreement~~Accountant.

~~On July 23, 2025, Yubo International Biotech Limited, a New York corporation~~ (~~the “Company”), entered into~~ a ~~Securities Purchase Agreement (the “Securities Purchase Agreement”~~), by and among the Company, on the one hand, and FlyDragon International Limited, a British Virgin Islands limited liability company (“FlyDragon”), and ChinaOne Technology Limited, a British Virgin Islands limited liability company (“ChinaOne”), on the other hand (together, the “Purchasers”), for a sale Resignation of anIndependent ~~aggregate~~Registered ofPublic ~~50,600,000~~Accounting ~~shares of Class A Common Stock of the Company (the “Transaction”).~~ Firm

~~Jun~~On ~~Wang~~January 13, ~~who~~2026, isHHL ~~the~~LLP ~~President~~(“HHL”) ~~and~~tendered aits ~~director~~resignation ofas the ~~Company,~~independent isregistered ~~the~~public ~~sole~~accounting ~~director~~firm ofto ~~and~~Yubo ~~owns~~International ~~100%~~Biotech ~~of the equity interest in FlyDragon. Yang Wang~~Limited, ~~who is the Chief Executive Officer and~~ a ~~director~~New ofYork corporation (the “Company”), iswhich ~~the~~resignation ~~sole director of and owns 100% of the equity interest in ChinaOne. The Transaction~~ was ~~reviewed~~approved and ~~approved~~accepted by the ~~disinterested~~board ~~director~~of ondirectors (the “Board”) ~~in accordance with the New York Business Corporation Law and the Company’s Related Party Transactions Policy, and was subsequently approved by the majority shareholders~~ of the Company ~~pursuant~~with toimmediate ~~a written consent, which was disclosed in a Definitive Information Statement on Schedule 14C of the Company made pursuant to Rule 14c-2 of the Securities Exchange Act of 1934, as amended~~effect.

AtHHL ~~the~~was ~~closing~~previously ofengaged ~~the~~by ~~Transaction,~~ the Company ~~will~~to ~~issue~~audit ~~42,000,000~~the ~~shares~~Company’s ~~and~~consolidated ~~8,600,000~~financial ~~shares~~statements offor ~~Class A Common Stock (collectively,~~ the ~~“Shares”)~~year toended ~~FlyDragon~~December ~~and ChinaOne~~31, ~~respectively~~2024. ~~The~~HHL’s ~~purchase~~report ~~price~~on ofthe ~~each~~financial ~~Share~~statements isof ~~$0.05~~the ~~per~~Company ~~Share,~~for ~~which represents approximately 125% of~~ the ~~closing~~year ~~price~~ended ~~of Class~~December A31, ~~Common~~2024 ~~Stock~~did onnot ~~OCTQB~~contain onan ~~July~~adverse ~~23,~~opinion ~~2025.~~or ~~The~~a ~~Company~~disclaimer ~~will~~of ~~not~~opinion, ~~receive~~nor ~~any~~was ~~net~~such ~~proceeds~~report ~~from~~qualified ~~the~~or ~~Transaction~~modified as ~~the~~to ~~consideration~~uncertainty, isaudit inscope, ~~the~~or ~~form~~accounting ofprinciple, ~~cancellation~~other ofthan ~~certain~~an ~~shareholder~~explanatory ~~loans~~paragraph ofregarding the Company’s ~~that~~ability ~~are due and payable~~ to ~~Jun~~continue ~~Wang~~as ~~and~~a ~~Yang~~going ~~Wang~~concern.

~~The~~During ~~Securities~~the ~~Purchase~~Company’s ~~Agreement~~fiscal ~~contains~~years ~~customary~~ended ~~representations~~December 31, ~~warranties~~2025 and December 31, 2024 and ~~covenants~~the subsequent interim period from January 1, 2026 to January 13, 2026, (i) there were no disagreements with HHL on any matter of ~~the~~accounting ~~Company~~principles ~~and~~or ~~the~~practices, ~~Purchasers~~financial statement disclosure, ~~and~~or ~~customary~~auditing ~~closing~~scope ~~conditions~~or procedure, ~~indemnification~~which ~~rights~~disagreements, ~~and~~if ~~other~~not ~~obligations~~resolved ofto the ~~parties.~~satisfaction ~~The~~of ~~Transaction~~HHL, iswould ~~expected~~have caused HHL to ~~close~~make byreference ~~July~~to 31the subject matter of the disagreements in connection with its report, ~~2025.~~and (ii) there were no “reportable events” as such term is defined in Item 304(a)(1)(v) of Regulation S-K.

The ~~foregoing~~Company ~~summary~~has ofrequested ~~the~~that ~~Securities~~HHL ~~Purchase~~furnish ~~Agreement~~to ~~does~~the ~~not~~Company ~~purport~~a letter addressed to bethe ~~complete~~U.S. Securities and isExchange ~~qualified~~Commission instating ~~its~~whether ~~entirety~~or bynot ~~reference~~HHL toagrees with the ~~Securities~~above ~~Purchase~~statements. ~~Agreement,~~A a copy of ~~which~~such isletter, ~~filed~~dated ~~with~~January ~~this~~15, ~~Current~~2026, ~~Report~~is onfiled ~~Form 8-K~~ as Exhibit 1016.1, ~~and~~to ~~the terms of which are incorporated in~~ this ~~Current~~current ~~Report~~report on Form 8-K ~~by reference~~.

~~Item~~(b) ~~3.02~~Engagement ~~Unregistered~~of ~~Sales~~New ofIndependent ~~Equity~~Registered ~~Securities.~~Public Accounting Firm

~~The~~On ~~information~~January ~~contained~~13, ~~above~~2026, ~~in Item 1.01 related to~~ the ~~Shares~~Company isengaged ~~hereby incorporated by reference into this Item 3.02. The Shares were offered and sold without registration under the Securities Act of 1933~~HCL, asPLLC ~~amended~~ (~~the~~ “~~Securities Act~~HCL”), ~~in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act~~ as aits ~~transaction~~new ~~not~~independent ~~involving~~registered a public ~~offering~~accountant ~~and~~to ~~Rule~~audit ~~506~~the ofCompany’s ~~Regulation~~consolidated Dfinancial ~~promulgated~~statements ~~under~~for the ~~Securities~~year ~~Act~~ended asDecember ~~sales~~31, to2025, ~~accredited~~with ~~investors~~immediate ~~and in reliance on similar exemptions under applicable state laws~~effect. NoThe ~~commission~~engagement ~~or other remuneration~~ was ~~paid~~approved orby ~~given for soliciting~~ the ~~Transaction~~Board. ~~Other exemptions may apply.~~

2During the Company’s fiscal years ended December 31, 2025 and December 31, 2024 and the subsequent interim period from January 1, 2026 to January 13, 2026, neither the Company nor anyone on its behalf consulted with HCL regarding (i) the application of accounting principles to a specified transaction, completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report nor oral advice was provided to the Company that HCL concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue, or (ii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or any “reportable event” as such term is defined in Item 304(a)(1)(v) of Regulation S-K.

~~Forward-Looking Statements~~2

This Current Report on Form 8-K contains forward-looking statements within the meaning of U.S. federal securities laws. Such forward-looking statements include, but are not limited to, statements regarding the closing of the Transaction, the consideration for the Transaction, and the Company’s expectations, hopes, beliefs, intentions, plans, prospects or strategies regarding its future business plans. Any statements contained herein that are not statements of historical fact may be deemed to be forward looking statements. In addition, any statements that refer to projections, forecasts, or other characterizations of future events or circumstances, including any underlying assumptions, are forward looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. The forward-looking statements contained in this Current Report on Form 8-K are based on certain assumptions and analyses (whether or not identified herein) made by the management of the Company in light of their respective experience and perception of historical trends, current conditions, and expected future developments and their potential effects on the Company as well as other factors they believe are appropriate in the circumstances. There can be no assurance that future developments affecting the Company will be those anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond the control of the parties), or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements, including and fluctuations in the industry; changes in demand and purchasing volume of customers; unpredictability of suppliers; the ability to attract and retain qualified personnel; changes in domestic and foreign business, market, financial, political, and legal conditions; delays caused by factors outside of the Company’s control; the effects of competition on future business; the ability to obtain and access financing in the future; the ability to pay our debt obligations as they come due; and those factors discussed in the Company’s reports and other documents filed with the SEC, including under the heading “Risk Factors.” If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that the Company presently does not know or that the Company currently believes are immaterial which could also cause actual results to differ from those contained in the forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as may be required under applicable securities laws.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.					Description
10.1*					Securities Purchase Agreement, dated July 23, 2025, by and among Yubo International Biotech Limited and the Purchasers
16.1					Letter from HHL LLP
104.0					Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Certain portions of this exhibit have been omitted in accordance with Regulation S-K Item 601(b)(10)(iv) because such portions are not material and are the type of information that the Company treats as private or confidential. The Company agrees to furnish supplementally an unredacted copy of the exhibit, or any section thereof, to the SEC upon request.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: July 25, 2025

Yubo International Biotech Limited

Dated: January 16, 2026

Yubo International Biotech Limited

By:

/s/ Lina Liu

Name:

Lina Liu

Title:

Chief Financial Officer

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