Form SC 13G - Statement of acquisition of beneficial ownership by individuals
14 Junio 2024 - 4:08PM
Edgar (US Regulatory)
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)
Wenwen
Yu
Coastal
Building, Wickham’s Cay II, P. O. Box 2221,
Road
Town, Tortola, VG1110,
British
Virgin Islands.
+1772-341-0068
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
June 7, 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
Wenwen
Yu
|
| 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
115,473
|
| 6. |
SHARED
VOTING POWER
0 |
| 7. |
SOLE
DISPOSITIVE POWER
115,473
|
| 8. |
SHARED
DISPOSITIVE POWER
0 |
| 9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
115,4731
|
| 10.
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see
instructions) ☐
|
| 11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.33%2 |
| 12.
|
TYPE
OF REPORTING PERSON (see instructions)
IN |
1
Wenwen Yu beneficially owns 115,473 shares of common stock through her 100% ownership of METAVERSE INTELLIGENCE TECH LTD.
2 This
percentage is calculated based on (i) 1,298,414 shares of common stock issued and outstanding as of May 22, 2024, as set forth in the
Issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on May 24, 2024; plus (ii) 866,048 shares
issued on June 7, 2024, as set forth in the Issuer’s Form 8-K filed with the Securities and Exchange Commission on June 10, 2024.
| CUSIP
No. 67073S307 |
| 1.
|
NAMES
OF REPORTING PERSONS
I.R.S.
Identification Nos. of above persons (Entities only):
METAVERSE
INTELLIGENCE TECH LTD.; EIN: N/A3 |
| 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
British Virgin
Islands |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
5. |
SOLE
VOTING POWER
115,473
|
| 6. |
SHARED
VOTING POWER
0
|
| 7. |
SOLE
DISPOSITIVE POWER
115,473
|
| 8. |
SHARED
DISPOSITIVE POWER
0
|
| 9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
115,473
|
| 10.
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see
instructions) ☐
|
| 11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.33%4
|
| 12.
|
TYPE
OF REPORTING PERSON (see instructions)
IN |
3 METAVERSE
INTELLIGENCE TECH LTD. is a British Virgin Islands entity, and it does not possess an Employer Identification Number (EIN).
4
This percentage is calculated based on (i) 1,298,414 shares of common stock issued and outstanding as of May 22, 2024, as set forth
in the Issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on May 24, 2024; plus (ii) 866,048
shares issued on June 7, 2024, as set forth in the Issuer’s Form 8-K filed with the Securities and Exchange Commission on June
10, 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
Wenwen Yu
METAVERSE
INTELLIGENCE TECH LTD.
|
| |
|
|
| |
(b) |
Address
or principal business office or, if none, residence |
| |
|
|
| |
|
Wenwen
Yu: Coastal Building, Wickham’s Cay II, P. O. Box 2221, Road Town, Tortola, VG1110,
British Virgin Islands. |
| |
|
METAVERSE
INTELLIGENCE TECH LTD.: Coastal Building, Wickham’s Cay II, P. O. Box 2221, Road Town,
Tortola, VG1110, British Virgin Islands. |
| |
|
|
| |
(c) |
Citizenship
Wenwen
Yu: China
METAVERSE
INTELLIGENCE TECH LTD.: British Virgin Islands |
| |
|
|
| |
(d) |
Title
of Class of Securities
Wenwen
Yu: Common Stocks
METAVERSE
INTELLIGENCE TECH LTD.: Common Stocks |
| |
|
|
| |
(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.
| |
Wenwen Yu
|
| |
|
| |
6/14/2024 |
| |
Date |
| |
|
| |
/s/ Wenwen Yu |
| |
Signature |
| |
|
| |
Wenwen Yu/Individual |
| |
Name/Title |
| |
METAVERSE
INTELLIGENCE TECH LTD. |
| |
|
| |
6/14/2024 |
| |
Date |
| |
|
| |
/s/
Ying Yu |
| |
Signature |
| |
|
| |
Ying
Yu/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 June 14, 2024.
| |
Wenwen
Yu |
| |
|
| |
6/14/2024 |
| |
Date |
| |
|
| |
/s/
Wenwen Yu |
| |
Signature |
| |
|
| |
Wenwen Yu/Individual |
| |
Name/Title |
| |
METAVERSE
INTELLIGENCE TECH LTD. |
| |
|
| |
6/14/2024 |
| |
Date |
| |
|
| |
/s/
Ying
Yu |
| |
Signature |
| |
|
| |
Ying
Yu/Director |
| |
Name/Title |
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