UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR (g) OF

THE SECURITIES EXCHANGE ACT OF 1934

Jyong Biotech Ltd.

(Exact name of registrant as specified in its charter)

23F-3, No. 95, Section 1, Xintai 5^th Road,
Xizhi District, New Taipei City,
Taiwan, 221

(Address of principal executive offices and zip code)

Securities to be registered pursuant to Section 12(b) of the Exchange Act:

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. ☒

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. ☐

Securities Act registration statement file number to which this form relates: 333-277725

Securities to be registered pursuant to Section 12(g) of the Act: None

Item 1. Description of Registrant’s Securities to be Registered.

Ordinary shares

The securities to be registered hereby are the ordinary shares, par value US$0.00001 per share, of Jyong Biotech Ltd., a Cayman Islands exempted company (the “Registrant”). The description of the Registrant’s ordinary shares is contained in the section entitled “Description of Share Capital” to the Registrant’s Registration Statement on Form F-1 (File No. 333-277725), as originally filed with the Securities and Exchange Commission (the “Commission”) on March 7, 2024, and thereafter amended from time to time (the “Registration Statement”), is hereby incorporated herein by reference. Any prospectus that constitutes part of the Registration Statement and that is subsequently filed by the Registrant with the Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended, shall also be deemed to be herein incorporated by reference.

Item 2. Exhibits

Pursuant to the “Instructions as to Exhibits” section of Form 8-A, no exhibits are required to be filed because no other securities of the Registrant are registered on The Nasdaq Stock Market LLC and the securities registered hereby are not being registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended.

SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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