Fenbo Holdings Limited Ordinary Shares (FEBO)
Filed: 31 Dec 24, 12:29pm
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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Fenbo Holdings Limited (Name of Issuer) |
Ordinary Shares, $0.0001 par value (Title of Class of Securities) |
000000000 (CUSIP Number) |
Mr. Henry F. Schlueter, Esq. Schlueter & Associates, P.C., 5655 South Yosemite Street, Suite 350 Greenwood Village, CO, 80111 303-292-3883 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
11/29/2024 (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
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| CUSIP No. | 000000000 |
| 1 |
Name of reporting person
Huang Hongwu(1) | ||||||||
| 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)
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| 6 | Citizenship or place of organization
CHINA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
8,000,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
72.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(1) Mr. Huang and Luxury Max Investments Limited share voting and dispositive power over the shares based on Mr. Huang's position as a director, and shareholder of Luxury Max Investments Limited, the record owner of the 8,000,000 ordinary shares of the Issuer.
(2) Based on 11,653,516 ordinary shares issued and outstanding as of the date of this report.
SCHEDULE 13D
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| CUSIP No. | 000000000 |
| 1 |
Name of reporting person
Wang Xuefei(1) | ||||||||
| 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
CHINA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
8,000,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
72.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(1) Ms. Wang and Luxury Max Investments Limited share voting and dispositive power over the shares based on Ms. Wang's position as a director, and shareholder of Luxury Max Investments Limited, the record owner of the 8,000,000 ordinary shares of the Issuer.
(2) Based on 11,653,516 ordinary shares issued and outstanding as of the date of this report.
SCHEDULE 13D
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| CUSIP No. | 000000000 |
| 1 |
Name of reporting person
Luxury Max Investments Ltd | ||||||||
| 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
VIRGIN ISLANDS, BRITISH
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
8,000,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
72.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
(1) Luxury Max Investments Limited is the owner of record of the 8,000,000 ordinary shares of the Issuer. Luxury Max Investments Limited is controlled by Mr. Huang Hongwu and Ms. Wang Xuefei.
(2) Based on 11,653,516 ordinary shares issued and outstanding as of the date of this report.
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Ordinary Shares, $0.0001 par value |
| (b) | Name of Issuer:
Fenbo Holdings Limited |
| (c) | Address of Issuer's Principal Executive Offices:
UNIT J, 19/F, WORLD TECH CENTRE, 95 HOW MING ROAD, KWUN TONG, KOWLOON,
HONG KONG
, 0000. |
| Item 2. | Identity and Background |
| (a) | This Schedule 13D is being jointly filed by Luxury Max Investments Limited, the holder of record of the 8,000,000 ordinary shares of the Issuer ("Fenbo"), Mr. Huang Hongwu and Ms. Wang Xuefei, the directors and 100% shareholders of Luxury Max Investments Limited as of the date of filing this Schedule 13D.
Each of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons." Each of the Reporting Persons is party to that certain Joint Filing Agreement, as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D. |
| (b) | The principal business address of each Reporting Person is Unit J, 19/F, World Tech Centre, 95 How Ming Street, Kwun Tong, Kowloon, Hong Kong. |
| (c) | Luxury Max Investments Limited is a holding company.
Mr. Huang's principal occupation is as a Merchant.
Ms. Wang Xuefei principal occupation is as a [ ] |
| (d) | During the last five years, neither Reporting Person has been convicted in a criminal proceeding or been a party to a civil proceeding of any judicial or administrative body of competent jurisdiction as a result of which either it or she 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 laws. |
| (e) | Neither Reporting Person has, during the last five years, been 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 laws. |
| (f) | Luxury Max Investments Limited is a British Virgin Islands company limited by shares. Mr. Huang and Ms. Wang are citizens of China. |
| Item 3. | Source and Amount of Funds or Other Consideration |
On November 29, 2024, Mr. Huang and Ms. Wang, entered into separate Stock Purchase Agreements to purchase from Mr. Li his 100% interest in LMIL, the record owner of 8,000,000 shares of the Issuer. Mr. Huong purchased 6,000 ordinary shares of LMIL representing 60% of the issued and outstanding shares of LMIL for a total purchase price of USD 2,700.000 payable by an initial cash deposit of USD 1,200,00 with the balance due pursuant to a promissory note. Ms. Wang purchased 4,000 ordinary shares of LMIL representing 40% of the issued and outstanding shares of LMIL for a total purchase price of USD 1,800.000 payable by an initial cash deposit of USD 800,00 with the balance due pursuant to a promissory note. | |
| Item 4. | Purpose of Transaction |
On November 29, 2024, Mr. Huang, and Ms. Wang, purchased from Mr. Li his 100% interest in LMIL, in order to acquire shared voting and dispositive power over the shares of the Issuer held by LMIL.
The Reporting Persons hold their securities of the Issuer for investment purposes.
The Reporting Persons reserve the right to change their purpose and to formulate and implement plans or proposals with respect to the Issuer at any time and from time to time. Any such action may be made by the Reporting Persons alone or in conjunction with other shareholders and/or other third parties and could include one or more purposes, plans or proposals that relate to or would result in actions required to be reported herein in accordance with Item 4 of Schedule 13D. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | The responses to Items 11 and 13 of the cover pages to this Schedule 13D are incorporated herein. |
| (b) | The responses to Items 7 through 10 of the cover pages to this Schedule 13D are incorporated herein. |
| (c) | Neither Reporting Person had entered into any transactions in the Shares during the sixty days immediately prior to November 29, 2024. |
| (d) | As of November 29, 2024, no person other than the Reporting Persons is known to have the power to direct the receipt of dividends from, or proceeds from the sale of, any of the shares beneficially owned by the Reporting Persons. |
| (e) | Not applicable |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
On November 29, 2024, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. The Joint Filing Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
As of November 29, 2024, Mr. Huang and Ms. Wang are the sole directors of Luxury Max Investments Limited.
Other than as described herein, there are no contracts, arrangements, understandings, or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer. | |
| Item 7. | Material to be Filed as Exhibits. |
99.1 Joint filing Agreement by and between Luxury Max Investments Limited, Mr. Huang and Ms. Wang |
| 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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