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CORRESP
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yubo_corresp.htm

 June 7, 2024

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Industrial Applications and Services

 100 F. Street, N.E.

 Washington, D.C. 20549

          Attn:

   Jeanne Baker

   Terence O’Brien

 Robert Augustin

 Jane Park

   Re:

   Yubo International Biotech Limited

   Annual Report on Form 10-K for the Year Ended December 31, 2023

 Filed April 12, 2024

 File No. 000-21320

 Ladies and Gentlemen:

 This letter is submitted on behalf of Yubo International Biotech Limited, a New York corporation (the “Company”), in response to the comments of the staff of the Division of Corporation Finance, Office of Industrial Applications and Services (the “Staff”), of the U.S. Securities and Exchange Commission (the “Commission”) with respect to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Commission on April 12, 2024 (“Form 10-K”), as set forth in your letter dated May 23, 2024 addressed to Ms. Lina Liu, Chief Financial Officer of the Company (the “Comment Letter”). The headings and numbered paragraphs of this letter correspond to the same contained in the Comment Letter, and to facilitate your review, the text of the Comment Letter has been reproduced herein, followed by the Company’s response to each comment.

 Form 10-K for the Year Ended December 31, 2023

 Part I, Item 1. Business, page 1

          1.

   We note your disclosure on pages 1 through 3 that you are a U.S. holding company operating primarily through your wholly owned subsidiary, Platinum, which is not a Chinese operating company but a Cayman Islands holding company with operations in China through its subsidiaries and contractual arrangements with Yubo Beijing, the Chinese operating company. In future filings, please revise at the onset of Part I to disclose prominently that Yubo Beijing, your Chinese operating company, is a variable interest entity based in China and that investors may never hold equity interests in the Chinese operating company. Your disclosure should acknowledge that Chinese regulatory authorities could disallow this structure, which would likely result in a material change in your operations and/or a material change in the value of your securities, including that it could cause the value of your securities to significantly decline or become worthless.

 GREENBERG TRAURIG, LLP  ■  ATTORNEYS AT LAW  ■  WWW.GTLAW.COM

 1840 Century Park East, Suite 1900 ■  Los Angeles, CA 90067 ■  Tel 310.586.7700  ■  Fax 310.586.7800

 U.S. Securities and Exchange Commission

 June 7, 2024

 Page 2

 Response to Comment No. 1:

 The Company respectfully acknowledges the Staff’s comments and advises the Staff that it intends to replace the current paragraph after “Table of Contents” with the following disclosure in the Company’s Form 10-Q for the quarter ending June 30, 2024 and in future filings with the Commission:

 “                   ABOUT THIS QUARTERLY REPORT

 In this Quarterly Report on Form 10-Q (this “Quarterly Report”), unless otherwise specified, the terms “we,” “our,” “us,” our “Company,” the “Company,” or the “Registrant” refer to Yubo International Biotech Limited, a U.S. holding company and a New York corporation and its wholly owned subsidiaries, including Platinum International Biotech Co., Ltd., a company organized under the laws of the Cayman Islands (“Platinum”), Platinum International Biotech (Hong Kong) Limited, a company organized under the laws of Hong Kong and a wholly owned subsidiary of Platinum (“Platinum HK”), Yubo International Biotech (Chengdu) Limited, a company organized under the laws of the People’s Republic of China and a wholly owned subsidiary of Platinum HK (“Yubo Chengdu” or the “WFOE”), and Yubo Global Biotechnology (Chengdu) Co., Ltd., a company organized under the laws of the People’s Republic of China (“Yubo Global”). We are a U.S. holding company primarily operating through our wholly owned subsidiary, Platinum. Platinum is not a Chinese operating company but a Cayman Islands holding company, which in turn operates in China through its subsidiaries and contractual arrangements with a variable interest entity (“VIE”), Yubo International Biotech (Beijing) Limited, a company organized under the laws of the People’s Republic of China and, through contractual arrangements with us, the Chinese operating company. None of our Company, Platinum, or Platinum HK, each as a holding company, conducts any day-to-day business operations in China.

 The term “Yubo Beijing” refers to Yubo International Biotech (Beijing) Limited, a VIE organized under the laws of the People’s Republic of China, including its wholly-owned subsidiary, Phoenix Club Bio-Medical Technology (Chengdu) Co., Ltd, a company organized under the laws of the People’s Republic of China (“Yubo Phoenix”), and two other PRC subsidiaries, Yubo Jingzhi Biotechnology (Chengdu) Co., Ltd. (“Yubo Jingzhi”) and EpiAis Biomedical Engineering Co., Ltd. (“Yubo Shenzhen”). Yubo Beijing conducts the day-to-day business operations of our Company in China through contractual arrangements with our subsidiaries. We do not own any equity interest in Yubo Beijing or any of its subsidiaries. Investors in our Class A common stock currently do not hold, and may never hold, any equity interest, directly or indirectly, in Yubo Beijing or any of its subsidiaries.

 Our corporate structure involving the VIE provides investors with contractual exposure to foreign investment in China-based companies where PRC laws prohibit direct foreign investment in Chinese operating companies in certain industries, such as Yubo Beijing. This structure involves unique risks to investors and is subject to risks relating to our contractual arrangements with Yubo Beijing and its shareholders. Our contractual arrangements with Yubo Beijing have not been tested in a court of law. If the PRC government finds these contractual arrangements non-compliant with the restrictions on direct foreign investment in the relevant industries, or if the relevant PRC laws, regulations, and rules or the interpretation thereof change in the future, we could be subject to severe penalties or be forced to relinquish our interests in Yubo Beijing or forfeit our rights under the contractual arrangements. Further, the Chinese regulatory authorities could disallow our contractual arrangements with Yubo Beijing, which would likely result in a material adverse change in our operations, and, given the resulting inability to consolidate Yubo Beijing’s financial results in our consolidated financial statements, in the value of our Class A common stock, which could significantly decline or become worthless.”

 U.S. Securities and Exchange Commission

 June 7, 2024

 Page 3

 The Company further advises the Staff that it intends replace the first paragraph and the first sentence of the second paragraph under “Part I—Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Corporate Overview” of the Company’s Form 10-Q for the quarter ending June 30, 2024 and in future filings with the Commission with the following disclosure:

 “We are a U.S. holding company primarily operating through our wholly owned subsidiary, Platinum International Biotech Co., Ltd., a company organized under the laws of the Cayman Islands (“Platinum”). Platinum is not a Chinese operating company but a Cayman Islands holding company, which in turn operates in China through its subsidiaries and contractual arrangements with a variable interest entity (“VIE”), Yubo International Biotech (Beijing) Limited, a company organized under the laws of the People’s Republic of China and, through contractual arrangements with us, the Chinese operating company (“Yubo Beijing”). None of our Company, Platinum, or Platinum International Biotech (Hong Kong) Limited, a wholly owned subsidiary of Platinum (“Platinum HK”), each as a holding company, conducts any day-to-day business operations in China.

 Yubo Beijing conducts the day-to-day business operations of our Company in China through contractual arrangements with our subsidiaries. Yubo Beijing is a VIE based in China and as such, we do not own any equity interest in Yubo Beijing or any of its subsidiaries. Investors in our Class A common stock currently do not hold, and may never hold, any equity interest, directly or indirectly, in Yubo Beijing or any of its subsidiaries.”

 The Company further advises the Staff that it intends to add the following disclosure as the new last paragraph of the subsection entitled “Part I—Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Corporate Overview” of the Company’s next Form 10-Q for the quarter ending June 30, 2024 and in future filings with the Commission:

 “Our corporate structure involving the VIE provides investors with contractual exposure to foreign investment in China-based companies where PRC laws prohibit direct foreign investment in Chinese operating companies in certain industries, such as Yubo Beijing. This structure involves unique risks to investors and is subject to risks relating to our contractual arrangements with Yubo Beijing and its shareholders. Our contractual arrangements with Yubo Beijing have not been tested in a court of law. If the PRC government finds these contractual arrangements non-compliant with the restrictions on direct foreign investment in the relevant industries, or if the relevant PRC laws, regulations, and rules or the interpretation thereof change in the future, we could be subject to severe penalties or be forced to relinquish our interests in Yubo Beijing or forfeit our rights under the contractual arrangements. Further, the Chinese regulatory authorities could disallow our contractual arrangements with Yubo Beijing, which would likely result in a material adverse change in our operations, and, given the resulting inability to consolidate Yubo Beijing’s financial results in our consolidated financial statements, in the value of our Class A common stock, which could significantly decline or become worthless. For more information regarding the VIE structure and its associated risks, see “—The VIE and China Operations” below and “Part I—Item 1A. Risk Factors—Risks Related to Our Corporate Structure” in our annual report on Form 10-K for the year ended December 31, 2023 filed with the SEC on April 12, 2024.”

 U.S. Securities and Exchange Commission

 June 7, 2024

 Page 4

          2.

   In future filings, please provide prominent disclosure about the legal and operational risks associated with being based in or having the majority of the company’s operations in China. Your disclosure should make clear whether these risks could result in a material change in your operations and/or the value of your securities or could significantly limit or completely hinder your ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless. Your disclosure should address how recent statements and regulatory actions by China’s government, such as those related to the use of variable interest entities and data security or anti-monopoly concerns, have or may impact the company’s ability to conduct its business, accept foreign investments, or list on a U.S. or other foreign exchange.

   Response to Comment No. 2:

 The Company respectfully acknowledges the Staff’s comments and advises the Staff that it intends to add the follow disclosure towards the end of the subsection entitled “Part I—Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations—The VIE and China Operations” of the Company’s Form 10-Q for the quarter ending June 30, 2024 and in future filings with the Commission:

 “Risks and Uncertainties Relating to Doing Business in China

 We and Yubo Beijing face various legal and operational risks and uncertainties relating to doing substantially all of the day-to-day business operations in China. We operate our business primarily in China through contractual arrangements with Yubo Beijing, which is subject to complex and evolving PRC laws and regulations. Therefore, investors in our Class A common stock face potential uncertainty from the PRC government. Changes in China’s economic, political or social conditions or government policies could materially adversely affect Yubo Beijing’s business and results of operations. For example, Yubo Beijing faces risks associated with regulatory approvals on offshore offerings, antimonopoly regulatory actions, and oversight on cybersecurity and data privacy, which may impact Yubo Beijing’s ability to conduct certain businesses or accept foreign investments, or ability of list or offer securities on a U.S. stock exchange. These risks could result in a material adverse change in our operations and the value of our securities, significantly limit or completely hinder our ability to continue to offer securities to investors, or cause the value of such securities to significantly decline or become worthless. The PRC government also has significant authority to intervene or influence the China operations of an offshore holding company, such as ours, at any time. Recently, the PRC government is enhancing supervision over companies seeking listings overseas and some specific business or activities such as the use of variable interest entities and data security or anti-monopoly. It may exert more oversight and control over offerings conducted overseas by, and/or foreign investment in, China-based companies, which could significantly limit or completely hinder our ability to offer or continue to offer securities to investors.

 U.S. Securities and Exchange Commission

 June 7, 2024

 Page 5

 Furthermore, the PRC government may adopt new measures that may affect Yubo Beijing’s operations, or exert more oversight and control over offerings conducted outside of China and foreign investment in China-based companies, and we may be subject to challenges brought by these new laws, regulations and policies. These legal and operational risks, together with uncertainties in the PRC legal system and the interpretation and enforcement of PRC laws, regulations and policies, could hinder our ability to offer or continue to offer securities to investors, result in a material adverse change to Yubo Beijing’s business operations, and damage Yubo Beijing’s reputation, each of which could cause our Class A common stock to significantly decline in value or become worthless. For a detailed description of risks related to doing business in China, please refer to risks disclosed under “Item 1A. Risk Factors—Risks Related to Doing Business in China” in our annual report on Form 10-K for the year ended December 31, 2023 filed with the SEC on April 12, 2024.”

          3.

   We note your disclosure on page 16 relating to your auditor. In future filings, please prominently disclose in Part I the location of your auditor’s headquarters and whether and how the Holding Foreign Companies Accountable Act, as amended by the Consolidated Appropriations Act, 2023, and related regulations will affect your company.

   Response to Comment No. 3:

 The Company respectfully acknowledges the Staff’s comments and refers the Staff to the disclosure under subsection entitled “Part I—Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Regulatory Developments—Holding Foreign Companies Act” in the Company’s quarterly report on Form 10-Q for the quarter ended March 31, 2024 filed with the Commission on May 20, 2024. The Company further advises the Staff that it intends to include the following disclosure in Part I of the Company’s Form 10-K for the year ending December 31, 2024 and in future filings with the Commission:

 “Michael T. Studer CPA P.C., our independe