Form SC 13D - General Statement of Acquisition of Beneficial Ownership
07 Août 2024 - 11:41PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
| Multi Ways Holdings Limited |
| (Name
of Issuer) |
| |
| Ordinary
Shares |
| (Title
of Class of Securities) |
| |
| G6362F108 |
| (CUSIP
Number) |
| |
| c/o Multi Ways Holdings Limited |
| 3E Gul Circle, Singapore 629633 |
| (Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications) |
| |
| August 1, 2024 |
| (Date
of Event Which Requires Filing of This Statement) |
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
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).
SCHEDULE
13D
| 1 |
Name
of reporting person |
MWE
Investments Limited |
| 2 |
Check
the appropriate box if a member of a Group (See Instructions) |
(a)
☐
(b) ☐ |
| 3 |
SEC
use only |
| |
| 4 |
Source
of funds (See Instructions) |
OO |
| 5 |
Check
if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) |
| |
| ☐ |
| 6 |
Citizenship
or place of organization |
| |
| British
Virgin Islands |
Number
of
Shares
Beneficially
Owned by Each
Reporting Person
With: |
7 |
Sole
Voting Power |
0
Ordinary Shares |
| 8 |
Shared
Voting Power |
20,584,800
Ordinary Shares (1) |
| 9 |
Sole
Dispositive Power |
0
Ordinary Shares |
| 10 |
Shared
Dispositive Power |
20,584,800
Ordinary Shares (1) |
| 11 |
Aggregate
amount beneficially owned by each reporting person |
20,584,800
Ordinary Shares (1) |
| 12 |
Check
if the aggregate amount in Row (11) excludes certain shares (See Instructions) |
☐ |
| 13 |
Percent
of class represented by amount in Row (11) |
63.26% |
| 14 |
Type
of Reporting Person (See Instructions) |
CO |
| (1) |
MWE
Investments Limited, a company formed under the laws of the British Virgin Islands, holds 20,584,800 ordinary shares (the “Ordinary
Shares”) of Multi Ways Holdings Limited (the “Issuer”). Mr. Lim Eng Hock owns 97% equity interest in MWE Investments
Limited and Ms. Lee Noi Geck, the spouse of Mr. Lim Eng Hock, owns 3% equity interest in MWE Investments Limited. Each of Mr. Lim
Eng Hock and Ms. Lee Noi Geck is a director of MWE Investments Limited and may be deemed a beneficial owner of the Ordinary Shares
held by MWE Investments Limited. |
| (2) |
Based
on 32,540,000 Ordinary Shares outstanding as of August 1, 2024. |
SCHEDULE
13D
| 1 |
Name
of reporting person |
Lim
Eng Hock |
| 2 |
Check
the appropriate box if a member of a Group (See Instructions) |
(a)
☐
(b) ☐ |
| 3 |
SEC
use only |
| |
| 4 |
Source
of funds (See Instructions) |
OO |
| 5 |
Check
if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) |
| |
| ☐ |
| 6 |
Citizenship
or place of organization |
| |
| Singapore |
Number
of
Shares
Beneficially
Owned by Each
Reporting Person
With: |
7 |
Sole
Voting Power |
1,000,000
Ordinary Shares |
| 8 |
Shared
Voting Power |
20,584,800
Ordinary Shares (1) |
| 9 |
Sole
Dispositive Power |
1,000,000
Ordinary Shares |
| 10 |
Shared
Dispositive Power |
20,584,800
Ordinary Shares (1) |
| 11 |
Aggregate
amount beneficially owned by each reporting person |
21,584,800
Ordinary Shares (1) |
| 12 |
Check
if the aggregate amount in Row (11) excludes certain shares (See Instructions) |
☐ |
| 13 |
Percent
of class represented by amount in Row (11) |
66.33% |
| 14 |
Type
of Reporting Person (See Instructions) |
IN |
| (1) |
MWE Investments Limited, a company formed under the laws of the British
Virgin Islands, holds 20,584,800 ordinary shares (the “Ordinary Shares”) of Multi Ways Holdings Limited (the “Issuer”).
Mr. Lim Eng Hock owns 97% equity interest in MWE Investments Limited and Ms. Lee Noi Geck, the spouse of Mr. Lim Eng Hock, owns 3% equity
interest in MWE Investments Limited. Each of Mr. Lim Eng Hock and Ms. Lee Noi Geck is a director of MWE Investments Limited and may be
deemed a beneficial owner of the Ordinary Shares held by MWE Investments Limited. |
| (2) |
Based on 32,540,000 Ordinary Shares outstanding as of August 1, 2024. |
SCHEDULE
13D
| 1 |
Name
of reporting person |
Lee
Goi Geck |
| 2 |
Check
the appropriate box if a member of a Group (See Instructions) |
(a)
☐
(b) ☐ |
| 3 |
SEC
use only |
| |
| 4 |
Source
of funds (See Instructions) |
OO |
| 5 |
Check
if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) |
| |
| ☐ |
| 6 |
Citizenship
or place of organization |
| |
| Singapore |
Number
of
Shares
Beneficially
Owned by Each
Reporting Person
With: |
7 |
Sole
Voting Power |
700,000
Ordinary Shares |
| 8 |
Shared
Voting Power |
20,584,800
Ordinary Shares (1) |
| 9 |
Sole
Dispositive Power |
700,000
Ordinary Shares |
| 10 |
Shared
Dispositive Power |
20,584,800
Ordinary Shares (1) |
| 11 |
Aggregate
amount beneficially owned by each reporting person |
21,284,800
Ordinary Shares (1) |
| 12 |
Check
if the aggregate amount in Row (11) excludes certain shares (See Instructions) |
☐ |
| 13 |
Percent
of class represented by amount in Row (11) |
65.41% |
| 14 |
Type
of Reporting Person (See Instructions) |
IN |
| (1) |
MWE
Investments Limited, a company formed under the laws of the British Virgin Islands, holds 20,584,800 Ordinary Shares. Mr. Lim Eng
Hock owns 97% equity interest in MWE Investments Limited and Ms. Lee Noi Geck, the spouse of Mr. Lim Eng Hock, owns 3% equity interest
in MWE Investments Limited. Each of Mr. Lim Eng Hock and Ms. Lee Noi Geck is a director of MWE Investments Limited and may be deemed
a beneficial owner of the Ordinary Shares held by MWE Investments Limited. |
| (2) |
Based
on 32,540,000 Ordinary Shares outstanding as of August 1, 2024. |
Explanatory
Note
This
Schedule 13D is filed by the Reporting Persons to amend the Schedule 13G filed by the Reporting Persons on February 14, 2024, relating
to the Ordinary Shares.
| Item
1. |
Security
and Issuer |
| (a) |
Title of Class of Securities: |
| |
|
| |
Ordinary Shares |
| (b) |
Name
of Issuer: |
| |
|
| |
Multi Ways Holdings Limited |
| (c) |
Address
of Issuer’s Principal Executive Offices: |
| |
|
| |
3E Gul Circle, Singapore 629633 |
| Item
2. |
Identity
and Background |
| (a) |
MWE
Investments Limited
Lim
Eng Hock
Lee
Noi Geck |
| (b) |
c/o
Multi Ways Holdings Limited
3E Gul Circle, Singapore 629633 |
| (c) |
MWE Investments Limited:
holding company with no operation
Lim Eng Hock: Chief Executive
Officer, Executive Director, and Chairman of the Board of the Issuer
Lee Noi Geck: Chief Administration Officer and Executive Director of the
Issuer |
| (d) |
MWE
Investments Limited: no
Lim
Eng Hock: no
Lee
Noi Geck: no
|
| (e) |
MWE
Investments Limited: no
Lim
Eng Hock: no
Lee
Noi Geck: no
|
| (f) |
MWE Investments Limited:
British Virgin Islands
Lim Eng Hock: Singapore
Lee Noi Geck: Singapore
|
| Item
3. |
Source and Amount of Funds or Other Consideration |
| |
MWE Investments Limited:
reorganization and recapitalization of the Issuer
Lim Eng Hock: Compensation
for the continuous service in the Issuer.
Lee Noi Geck: Compensation for the continuous service in the Issuer.
|
| Item 4. |
Purpose of Transaction |
| |
MWE
Investments Limited acquired 20,584,800 Ordinary Shares as a result of the reorganization of the Issuer completed on August 26, 2022
and a recapitalization of the Issuer completed on January 27, 2023.
The
Issuer awarded Lim Eng Hock 1,000,000 Ordinary Shares as compensation for the continuous service pursuant to the Issuer’s 2023
Equity Incentive Plan.
The
Issuer awarded Lee Noi Geck 700,000 Ordinary Shares as compensation for the continuous service pursuant to the Issuer’s 2023 Equity
Incentive Plan.
|
| Item
5. |
Interest in Securities of the Issuer |
| | |
| |
Name | |
Number of Ordinary Shares | | |
Percentage | |
| | |
| |
| |
| | |
| |
| (a) | |
Amount Beneficially Owned | |
| |
| | | |
| | |
| | |
| |
MWE Investments Limited(1) | |
| 20,584,800 | | |
| 63.26 | % |
| | |
| |
Lim Eng Hock (1) | |
| 21,584,800 | | |
| 66.33 | % |
| | |
| |
Lee Noi Geck (1) | |
| 21,284,800 | | |
| 65.41 | % |
| (b) | |
Number of shares as to which the person has: | |
| |
| | | |
| | |
| | |
(i) Sole power to vote or to direct the vote: | |
| |
| | | |
| | |
| | |
| |
MWE Investments Limited(1) | |
| 0 | | |
| | |
| | |
| |
Lim Eng Hock | |
| 1,000,000 | | |
| | |
| | |
| |
Lee Noi Geck | |
| 700,000 | | |
| | |
| | |
(ii) Shared power to vote or to direct the vote: | |
| |
| | | |
| | |
| | |
| |
MWE Investments Limited(1) | |
| 20,584,800 | | |
| | |
| | |
| |
Lim Eng Hock(1) | |
| 20,584,800 | | |
| | |
| | |
| |
Lee Noi Geck(1) | |
| 20,584,800 | | |
| | |
| | |
(iii) Sole power to dispose or to direct the disposition of: | |
| |
| | | |
| | |
| | |
| |
MWE Investments Limited(1) | |
| 0 | | |
| | |
| | |
| |
Lim Eng Hock | |
| 1,000,000 | | |
| | |
| | |
| |
Lee Noi Geck | |
| 700,000 | | |
| | |
| | |
(iv) Shared power to dispose or to direct the disposition of: | |
| |
| | | |
| | |
| | |
| |
MWE Investments Limited(1) | |
| 20,584,800 | | |
| | |
| | |
| |
Lim Eng Hock(1) | |
| 20,584,800 | | |
| | |
| | |
| |
Lee Noi Geck(1) | |
| 20,584,800 | | |
| | |
| (1) |
MWE Investments Limited, a company formed under the laws of the British
Virgin Islands, holds 20,584,800 Ordinary Shares. Mr. Lim Eng Hock owns 97% equity interest in MWE Investments Limited and Ms. Lee Noi
Geck, the spouse of Mr. Lim Eng Hock, owns 3% equity interest in MWE Investments Limited. Each of Mr. Lim Eng Hock and Ms. Lee Noi Geck
is a director of MWE Investments Limited and may be deemed a beneficial owner of the Ordinary Shares held by MWE Investments Limited. |
| (c) |
MWE
Investments Limited did not effect any transaction during the past sixty days or since the most recent filing of Schedule 13D (§
240.13d-101), whichever is less.
Lim
Eng Hock did not effect any transaction during the past sixty days or since the most recent filing of Schedule 13D (§ 240.13d-101),
whichever is less, other than the acquisition of 1,000,000 Ordinary Shares as compensation for his continued service to the Issuer as
reported herein.
Lee
Noi Geck did not effect any transaction during the past sixty days or since the most recent filing of Schedule 13D (§ 240.13d-101),
whichever is less, other than the acquisition of 700,000 Ordinary Shares as compensation for his continued service to the Issuer as reported
herein.
|
| |
|
| (d) |
not
applicable |
| |
|
| (e) |
not
applicable |
| |
|
| Item
6. |
Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer |
| |
|
| |
not
applicable |
| |
|
| Item
7. |
Material to be Filed as Exhibits. |
| |
|
| |
not
applicable |
SIGNATURE
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.
Dated:
August 7, 2024
MULTI
WAYS HOLDINGS LIMITED
| /s/
Lim Eng Hock |
|
| Lim
Eng Hock |
|
| Director |
|
| |
|
| LIM
ENG HOCK |
|
| |
|
| /s/
Lim Eng Hock |
|
| Lim
Eng Hock |
|
| |
|
| LEE
NOI GECK |
|
| |
|
| /s/
Lee Noi Geck |
|
| Lee
Noi Geck |
|
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