| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment
No. 1
)*
|
HIGH-TREND INTERNATIONAL GROUP (Name of Issuer) |
Class A Ordinary Shares, Par Value $.0001 Per Share (Title of Class of Securities) |
G1901X108 (CUSIP Number) |
03/20/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule
13d-1(b) |
 Rule
13d-1(c) |
| Rule
13d-1(d) |
SCHEDULE 13G |
| CUSIP No. | G1901X108 |
| 1 | Names of Reporting Persons Ran Li | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization CHINA | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 8,021,873.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 6.54 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN |
Comment for Type of Reporting Person:
(1) This percentage is calculated based upon 120,939,705 Class A Ordinary Shares and zero Class B Ordinary Shares issued and outstanding as of February 1, 2025, as set forth in the Issuer's Annual report on Form 20-F as filed with the Securities and Exchange Commission on February 27, 2025.
SCHEDULE 13G |
| CUSIP No. | G1901X108 |
| 1 | Names of Reporting Persons Dong Zhang | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization CHINA | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 8,021,873.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 6.54 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN |
Comment for Type of Reporting Person:
(2) Includes 8,021,873 Class A Ordinary Shares held by Mr. Dong Zhang's spouse, Ran Li, of which Mr. Zhang may be deemed to share beneficial ownership as they are filing as a group. Mr. Dong Zhang transferred the beneficial ownership of these shares to his spouse, Ran Li. The inclusion of these shares on this Schedule 13G/A shall not be deemed an admission that Mr. Zhang is, for purposes of Section 13(g) of the Securities Exchange Act of 1934 or otherwise, the beneficial owner of any securities held solely by Mr. Zhang's spouse, and Mr. Zhang disclaims beneficial ownership thereof.
SCHEDULE 13G |
| CUSIP No. | G1901X108 |
| 1 | Names of Reporting Persons Speed Wealthy Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization VIRGIN ISLANDS, BRITISH | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 8,021,873.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 6.54 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN |
Comment for Type of Reporting Person:
(3) This percentage is calculated based upon 120,939,705 Class A Ordinary Shares and zero Class B Ordinary Shares issued and outstanding as of February 1, 2025, as set forth in the Issuer's Annual report on Form 20-F as filed with the Securities and Exchange Commission on February 27, 2025.
SCHEDULE 13G |
| Item 1. | ||
| (a) | Name of issuer: HIGH-TREND INTERNATIONAL GROUP | |
| (b) | Address of issuer's principal executive
offices: 60 Paya Lebar Road, #06-17 Paya Lebar Square, Singapore 409051 | |
| Item 2. | ||
| (a) | Name of person filing: Ran Li; Dong Zhang; Speed Wealthy Ltd. | |
| (b) | Address or principal business office or, if
none, residence: Ran Li: 60 PAYA LEBAR ROAD #06-17 PAYA LEBAR SQUARE SINGAPORE 409051
Dong Zhang: 60 PAYA LEBAR ROAD #06-17 PAYA LEBAR SQUARE SINGAPORE 409051
Speed Wealthy Ltd.: 60 PAYA LEBAR ROAD #06-17 PAYA LEBAR SQUARE SINGAPORE 409051 | |
| (c) | Citizenship: Ran Li: China; Dong Zhang: China; Speed Wealthy Ltd.: BVI | |
| (d) | Title of class of securities: Class A Ordinary Shares, Par Value $.0001 Per Share | |
| (e) | CUSIP No.: G1901X108 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); | |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned: Speed Wealthy Ltd: Speed Wealthy Ltd. directly owns 8,021,873 shares of the Class A Ordinary Shares of the Issuer. Ran Li currently exercises exclusive voting and dispositive control over the Class A Ordinary Shares registered in the name of Speed Wealthy Ltd.
Ran Li: Ran Li beneficially owns 8,021,873 Class A Ordinary Shares of the Issuer and exercises exclusive voting and dispositive control over these 8,021,873 Class A Ordinary Shares.
Dong Zhang: Dong Zhang is the spouse of Ran Li. Ran Li beneficially owns 8,021,873 Class A Ordinary Shares, of which Mr. Dong Zhang may be deemed to share beneficial ownership. | |
| (b) | Percent of class: Speed Wealthy Ltd.: 6.54%(4)
Ran Li: 6.54%(4)
Dong Zhang: 6.54%(4)(5)
(4) These percentages are calculated based upon 120,939,705 Class A Ordinary Shares and zero Class B Ordinary Shares issued and outstanding as of February 1, 2025, as set forth in the Issuer's Annual report on Form 20-F as filed with the Securities and Exchange Commission on February 27, 2025.
(5) Includes 8,021,873 Class A Ordinary Shares held by Mr. Dong Zhang's spouse, Ran Li, of which Mr. Zhang may be deemed to share beneficial ownership. The inclusion of these shares on this Schedule 13G/A shall not be deemed an admission that Mr. Zhang is, for purposes of Section 13(g) of the Securities Exchange Act of 1934 or otherwise, the beneficial owner of any securities held solely by Mr. Zhang's spouse, and Mr. Zhang disclaims beneficial ownership thereof. % | |
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: Speed Wealthy Ltd. 8,021,873 shares; Ran Li 8,021,873 shares; Dong Zhang 0 share | ||
| (ii) Shared power to vote or to direct the
vote: Speed Wealthy Ltd. 0 share; Ran Li 0 share; Dong Zhang 8,021,873 shares | ||
| (iii) Sole power to dispose or to direct the
disposition of: Speed Wealthy Ltd. 8,021,873 shares; Ran Li 8,021,873 shares; Dong Zhang 0 share | ||
| (iv) Shared power to dispose or to direct the
disposition of: Speed Wealthy Ltd. 0 share; Ran Li 0 share; Dong Zhang 8,021,873 shares | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| 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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Exhibit
Information |
Exhibit A - Agreement Regarding the Joint Filing of Schedule 13G/A |