SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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INNEOVA Holdings Ltd (Name of Issuer) |
Ordinary Shares, par value $0.0005 per share (Title of Class of Securities) |
G7776G104 (CUSIP Number) |
Johnson Yap 14 Ang Mo Kio Street 63, Singapore, U0, 569116 65-6383-7540 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
05/15/2025 (Date of Event Which Requires Filing of This Statement) |
SCHEDULE 13D
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CUSIP No. | G7776G104 |
1 |
Name of reporting person
Soon Aik Global Pte. Ltd. | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
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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)
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6 | Citizenship or place of organization
SINGAPORE
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Number of Shares Beneficially Owned by Each Reporting Person With: |
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11 | Aggregate amount beneficially owned by each reporting person
14,204,624.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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13 | Percent of class represented by amount in Row (11)
87.8 % | ||||||||
14 | Type of Reporting Person (See Instructions)
HC |
SCHEDULE 13D
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Item 1. | Security and Issuer | |
(a) | Title of Class of Securities:
Ordinary Shares, par value $0.0005 per share | |
(b) | Name of Issuer:
INNEOVA Holdings Ltd | |
(c) | Address of Issuer's Principal Executive Offices:
14 Ang Mo Kio Street 63, Singapore,
SINGAPORE
, 569116. | |
Item 1 Comment:
This report on Schedule 13D (this "Report") pertains to the Ordinary Shares, par value $0.0005 per share (the "Ordinary Shares"), of INNEOVA Holdings Limited, an exempted company incorporated in the Cayman Islands with limited liability (the "Company" or the "Issuer"). The Issuer's principal executive office is located at 14 Ang Mo Kio Street 63 Singapore 569116. | ||
Item 2. | Identity and Background | |
(a) | This Report is being filed on behalf of (a) Soon Aik Global Pte. Ltd., a company incorporated under the laws of Singapore with limited liability. | |
(b) | The address of Soon Aik Global Pte. Ltd. is 14 Ang Mo Kio Street 63 Singapore 569116. | |
(c) | The principal business of Soon Aik Global Pte. Ltd. is as an investment and holding company. | |
(d) | During the last five years, Soon Aik Global Pte. Ltd. has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). | |
(e) | During the last five years, Soon Aik Global Pte. Ltd. was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such law. | |
(f) | Soon Aik Global Pte. Ltd. is a Singapore company. | |
Item 3. | Source and Amount of Funds or Other Consideration | |
The consideration for the 6,295,624 Ordinary Shares recently acquired by Soon Aik Global Pte. Ltd. was all of Soon Aik Global Pte. Ltd.'s interests in INNEOVA Engineering Pte. Ltd., a wholly-owned subsidiary of Soon Aik Global Pte. Ltd.. Soon Aik Global Pte. Ltd. transferred all of its interest in INNEOVA Engineering Pte. Ltd. to the Company in exchange for consideration of 6,295,624 Ordinary Shares of the Company. | ||
Item 4. | Purpose of Transaction | |
(a) Soon Aik Global Pte. Ltd. transferred a wholly-owned subsidiary to the Company and as consideration for the subsidiary, the Company issued 6,295,624 Ordinary Shares to Soon Aik, which shares are restricted, and which transfer was completed on May 15, 2025. Prior to this, Soon Aik Global Pte. Ltd. held 7,909,000 Ordinary Shares of the Company as the parent company of the Company, which shares were held prior to the registration of the Ordinary Shares of the Company and, as such, Soon Aik Global Pte. Ltd. was an "exempt investor" with respect to these 7,909,000 Ordinary Shares. | ||
Item 5. | Interest in Securities of the Issuer | |
(a) | Soon Aik Global Pte. Ltd. beneficially owns 14,204,624 Ordinary Shares, or 87.8% of the class of Ordinary Shares of the Company outstanding. This percentage is calculated based on 16,170,624 Ordinary Shares issued and outstanding, which is based on 9,875,000 Ordinary Shares issued and outstanding as of August 21, 2024, as reported in the Issuer's Form F-1/A filed on August 21, 2024, plus 6,295,624 Ordinary Shares issued by INNEOVA Holdings Limited to Soon Aik Global Pte. Ltd. as consideration for the acquisition of the subsidiary by INNEOVA Holdings Limited from Soon Aik Global Pte. Ltd.. | |
(b) | Soon Aik Global Pte. Ltd. has sole power to vote or to direct the vote of 14,204,624 Ordinary Shares, sole power to dispose of or to direct the disposition of 14,204,624 Ordinary Shares, and shared power to dispose or to direct the disposition of 0 Ordinary Shares. | |
(c) | Soon Aik Global Pte. Ltd. has not effected any transactions in the Ordinary Shares during the past 60 days other than the acquisition of shares reported herein. | |
(d) | No person is known to Soon Aik Global Pte. Ltd. to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any securities covered by this Schedule 13D. | |
(e) | Not applicable. | |
Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
There are no contracts, arrangements, understandings or relationships between the Soon Aik Global Pte. Ltd. and any other person with respect to the securities of the Company. | ||
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.
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