Rectitude Holdings Ltd Ordinary Shares (RECT)
Filed: 7 Mar 25, 2:57pm
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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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Rectitude Holdings Ltd (Name of Issuer) |
Ordinary Shares par value $0.0001 (Title of Class of Securities) |
G7445R101 (CUSIP Number) |
Rectitude Holdings Ltd 35 Tampines Industrial Avenue 5, T5@Tampines, U0, 528627 65 6749 6647 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
06/21/2024 (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. | G7445R101 |
| 1 |
Name of reporting person
Xu Yukai | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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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
3,987,500.00 | ||||||||
| 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)
27.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(1) Consists of 3,987,500.00 ordinary shares with 1 vote per share, (held directly by Xu Yukai. She acquired all of the Shares beneficially owned by her as part of a group reorganization on and share exchange agreement dated January 3, 2024
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Ordinary Shares par value $0.0001 |
| (b) | Name of Issuer:
Rectitude Holdings Ltd |
| (c) | Address of Issuer's Principal Executive Offices:
35 Tampines Industrial Avenue 5, T5@Tampines,
SINGAPORE
, 528627. |
| Item 2. | Identity and Background |
| (a) | Xu Yukai |
| (b) | 25 Figaro Street, Opera Estate, Singapore 458350 |
| (c) | Manager, Rectitude Holdings Ltd., 35 Tampines Industrial Avenue 5, T5@Tampines, Singapore 528627 |
| (d) | The reporting person has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | The reporting person has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction pursuant to which the reporting person 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) | Singapore |
| Item 3. | Source and Amount of Funds or Other Consideration |
State the source and the amount of funds or other consideration used or to be used in making the purchases, and if any part of the purchase price is or will be represented by funds or other consideration borrowed or otherwise obtained for the purpose of acquiring, holding, trading or voting the securities, a description of the transaction and the names of the parties thereto. Where material, such information should also be provided with respect to prior acquisitions not previously reported pursuant to this regulation. If the source of all or any part of the funds is a loan made in the ordinary course of business by a bank, as defined in Section 3(a)(6) of the Act, the name of the bank shall not be made available to the public if the person at the time of filing the statement so requests in writing and files such request, naming such bank, with the Secretary of the Commission. If the securities were acquired other than by purchase, describe the method of acquisition. | |
| Item 4. | Purpose of Transaction |
The Reporting Person acquired all of the Shares beneficially owned by her as part of a group reorganization on and share exchange agreement dated January 3, 2024. The Reporting Person holds the Shares for investment purposes. The Reporting Person is a member of the board of directors of the Issuer and serves as manager and, as a result, may be asked to vote on or discuss matters related to items (a) through (j) of this Item 4 of Schedule 13D with representatives of the Issuer and others. Except as may be set forth herein, the Reporting Person has no current intention, plan or proposal with respect to items (a) through (j) of Item 4 of Schedule 13D. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Incorporated by reference to Items 11 and 13 of the Cover Page. |
| (b) | Incorporated by reference to Items 7-10 of the Cover Page. |
| (c) | None. |
| (d) | None. |
| (e) | N/A. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
The Reporting Person has entered into a Acting in Concert Agreement (the "Agreement") with Zhang Jian, who is also a Reporting Person under Schedule 13D. Pursuant to the Agreement, the Reporting Persons have agreed to vote their shares in concert on matters submitted to a vote of the issuer's stockholders. As a result, the Reporting Persons may be deemed to constitute a "group" within the meaning of Section 13(d)(3) of the Exchange Act and Rule 13d-5(b)(1) thereunder.
The Agreement does not impose any restrictions on the transfer or disposition of shares held by either Reporting Person. Each Reporting Person retains sole dispositive power over the shares that they individually own.
The Agreement was previously filed as Exhibit 10.6 to the Issuer's Registration Statement on Form F-1 (File No. 276517) and is incorporated herein by reference.
Other than as described in this Item 6, the Reporting Person does not have any other contracts, arrangements, understandings, or relationships with respect to the securities of the Issuer. | |
| Item 7. | Material to be Filed as Exhibits. |
Acting in concert agreement (incorporated by reference to exhibit 10.6 to our registration statement on form F-1 (File No. 333-276517), as amended, initially filed with the SEC on January 16, 2024. |
| 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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