| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
Reitar Logtech Holdings Limited (Name of Issuer) |
Class A ordinary shares, par value US$0.00000005 per share (Title of Class of Securities) |
G7486B106 (CUSIP Number) |
12/31/2024 (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. | G7486B106 |
| 1 | Names of Reporting Persons Smart Wealthy Investment Limited | ||||||||
| 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 9,780,000.00 | ||||||||
| 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) 15.74 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) CO |
SCHEDULE 13G |
| CUSIP No. | G7486B106 |
| 1 | Names of Reporting Persons Chun Yip YIU | ||||||||
| 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 HONG KONG | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 9,780,000.00 | ||||||||
| 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) 15.74 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN |
SCHEDULE 13G |
| Item 1. | ||
| (a) | Name of issuer: Reitar Logtech Holdings Limited | |
| (b) | Address of issuer's principal executive
offices: c/o Unit 801, 8th Floor, Tower 2, The Quayside, 77 Hoi Bun Road, Kwun Tong, Kowloon, Hong Kong | |
| Item 2. | ||
| (a) | Name of person filing: Smart Wealthy Investment Limited
Chun Yip YIU | |
| (b) | Address or principal business office or, if
none, residence: The address of Smart Wealthy Investment Limited is Ritter House, Wickhams Cay II, PO Box 3170, Road Town, Tortola VG1110, British Virgin Islands.
The address of Chun Yip YIU is c/o Unit 801, 8th Floor, Tower 2, The Quayside, 77 Hoi Bun Road, Kwun Tong, Kowloon, Hong Kong | |
| (c) | Citizenship: Smart Wealthy Investment Limited, a British Virgin Islands company 100% owned by Chun Yip YIU Chun Yip YIU, a citizen of the Hong Kong Special Administrative Region, the People's Republic of China | |
| (d) | Title of class of securities: Class A ordinary shares, par value US$0.00000005 per share | |
| (e) | CUSIP No.: G7486B106 | |
| 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: 9780000, representing 6,520,000 Class A ordinary shares and 3,260,000 Class B ordinary shares held by Smart Wealthy Investment Limited, a BVI company wholly owned by Chun Yip YIU. | |
| (b) | Percent of class: For Smart Wealthy Investment Limited, the calculation of 15.74% (on an as-converted basis) is based on (i) the numerator of 9,780,000, being the sum of 6,520,000 Class A ordinary shares and 3,260,000 Class B ordinary shares held by Smart Wealthy Investment Limited, and (ii) the denominator of 62,125,000, being the sum of 42,125,000, being the number of the Issuer's Class A ordinary shares issued and outstanding as of August 22, 2024 and 20,000,000, being the number of the Issuer's total Class B ordinary shares issued and outstanding as of August 22, 2024, as reported in the Issuer's prospectus filed under Rule 424(b)(4) (the "Prospectus") with the Securities and Exchange Commission ("Commission") on August 23, 2024.
For Chun Yip YIU, the calculation of 15.74% (on an as-converted basis) is based on (i) the numerator of 9,780,000, being the sum of 6,520,000 Class A ordinary shares and 3,260,000 Class B ordinary shares held by Smart Wealthy Investment Limited, which is 100% owned by Chun Yip YIU, and (ii) the denominator of 62,125,000, being the sum of 42,125,000, being the number of the Issuer's Class A ordinary shares issued and outstanding as of August 22, 2024 and 20,000,000, being the number of the Issuer's total Class B ordinary shares issued and outstanding as of August 22, 2024, as reported in the Prospectus and filed with the Commission on August 23, 2024.
The Class B ordinary shares are treated as converted into Class A ordinary shares only for the purpose of calculating the percentage ownership.
Holders of Class A ordinary shares and Class B ordinary shares have the same rights except for voting and conversion rights. Each Class A ordinary share is entitled to one vote. Each Class B ordinary share is entitled to fifteen votes, and is convertible into one Class A ordinary share at any time at the option of the holder thereof. % | |
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: See response to Row 5 on each cover page. | ||
| (ii) Shared power to vote or to direct the
vote: See response to Row 6 on each cover page. | ||
| (iii) Sole power to dispose or to direct the
disposition of: See response to Row 7 on each cover page. | ||
| (iv) Shared power to dispose or to direct the
disposition of: See response to Row 8 on each cover page. | ||
| 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: |
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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|
Exhibit
Information |
Exhibit 99.1 - Joint Filing Agreement dated January 10, 2025, by and among the Reporting Persons |