Filing Details
- Accession Number:
- 0001104659-25-026852
- Form Type:
- 13D Filing
- Publication Date:
- 2025-03-23 20:00:00
- Filed By:
- Carmel Holdings Limited
- Company:
- Hywin Holdings Ltd.
- Filing Date:
- 2025-03-24
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Carmel Holdings Limited | 112,000,000 | 0 | 112,000,000 | 0 | 112,000,000 | 66.67% |
| Wai Lok | 112,000,000 | 0 | 112,000,000 | 0 | 112,000,000 | 66.67% |
Filing
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
|
Santech Holdings Limited (Name of Issuer) |
Ordinary share, par value US$ 0.0001 per share (Title of Class of Securities) |
44951X104 (CUSIP Number) |
Lawrence Wai Lok Level 15, AIA Central, No.1 Connaught Road Central Hong Kong, K3, 00000 852 2593 9309 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
03/17/2025 (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
|
| CUSIP No. | 44951X104 |
| 1 |
Name of reporting person
Carmel Holdings Limited | ||||||||
| 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)
PF | ||||||||
| 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
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
112,000,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
66.67 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP No. | 44951X104 |
| 1 |
Name of reporting person
Wai Lok | ||||||||
| 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)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
HONG KONG
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
112,000,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
66.67 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Ordinary share, par value US$ 0.0001 per share |
| (b) | Name of Issuer:
Santech Holdings Limited |
| (c) | Address of Issuer's Principal Executive Offices:
Level 15, AIA Central, No.1 Connaught Road Central, Hong Kong,
HONG KONG
, 00000. |
| Item 2. | Identity and Background |
| (a) | This Schedule 13D is being filed jointly by Carmel Holdings Limited and Wai Lok (collectively, the "Reporting Persons") with respect to the ordinary shares, par value $0.0001 per share (the "Shares") of Santech Holdings Limited (the "Issuer").
The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is attached as Exhibit A hereto. |
| (b) | The principal business address and office of Carmel Holdings Limited is Portcullis Chambers, 4th Floor, Ellen Skelton Building, 3076 Sir Francis Drake Highway, Road Town, Tortola, VG1110, British Virgin Islands.
The principal business address and office of Wai Lok is Level 15, AIA Central, No.1 Connaught Road Central, Central, Hong Kong. |
| (c) | The principal business of Carmel Holdings Limited is investment holdings.
As of the date of this Schedule 13D, Wai Lok owns 100% of Carmel Holdings Limited and is the sole director of Carmel Holdings Limited. |
| (d) | The Reporting Persons have not, during the last five years, been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | The Reporting Persons have not, during the last five years, been 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 laws. |
| (f) | Carmel Holdings Limited is incorporated in the British Virgin Islands as a BVI Business Company. Wai Lok is a citizen of Hong Kong. |
| Item 3. | Source and Amount of Funds or Other Consideration |
On March 17, 2025, Carmel Holdings Limited entered into a share purchase agreement (the "SPA") with the Issuer, pursuant to which the Issuer has issued to Carmel Holdings Limited and Carmel Holdings Limited has subscribed from the Issuer, 112,000,000 Shares of the Issuer. The total consideration of the Shares issued pursuant to the SPA is US$1,008,000 in total.
The source of the funds for the subscription by Carmel Holdings Limited as described above is existing capital of the Reporting Persons.
The SPA is attached hereto as Exhibit B. | |
| Item 4. | Purpose of Transaction |
The Reporting Persons acquired beneficial ownership of the Shares as described in this Schedule 13D to effect a change of control of the Issuer so that the Reporting Persons may become a controlling shareholder of the Issuer. In particular, the Reporting Persons may take certain corporate actions to restructure and reorganize the Issuer's business including but not limited to (i) cure any future non-compliance with the minimum bid price requirement of Nasdaq, potentially via share consolidation, (ii) identify new business opportunities of the Issuer whether organically or inorganically, and (iii) bring in additional capital for the Issuer through additional securities offering.
Except as set forth in this Schedule 13D, the Reporting Persons do not have any present plans or proposals that relate to or that would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D of the Act. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | The information contained in lines 7 to 11 and 13 of the cover pages of this Schedule 13D is incorporated herein by reference.
The percentage ownership reflected in line 13 of the cover pages is based on the sum of (i) 56,000,000 Shares outstanding as of September 30, 2023, as reported in the Issuer's Form 20-F filed with the Securities and Exchange Commission on October 18, 2023, and (ii) 112,000,000 Shares issued upon execution of the SPA on March 17, 2025.
The Reporting Persons, collectively, may be deemed to beneficially own 112,000,000 Shares held directly by Carmel Holdings Limited. Based on 168,000,000 Shares outstanding as of the date hereof as described above, the Reporting Persons collectively may be deemed to beneficially own 66.67% of the total outstanding Shares. |
| (b) | The Reporting Persons have sole voting and dispositive power over the Shares reported in this Schedule 13D. |
| (c) | During the 60 days preceding the filing of this Schedule 13D, none of the Reporting Persons has effected any transactions in the Shares except as reported herein. |
| (d) | To the knowledge of the Reporting Persons, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds of the sale of, the securities that are the subject of this Schedule 13D. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
The information included in Item 3 and Item 4 of this Schedule 13D is incorporated herein by reference. | |
| Item 7. | Material to be Filed as Exhibits. |
Exhibit A: Joint Filing Agreement.
Exhibit B: Share Purchase Agreement, dated March 17, 2025, by and between Carmel Holdings Limited and Santech Holdings Limited. |
| 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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