Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
|
Mint Incorporation Limited (Name of Issuer) |
Class A Ordinary Shares, no par value (Title of Class of Securities) |
G6146G117 (CUSIP Number) |
Hoi Lung Chan 17/F, Wing Kwok Centre, No.182 Woosung Street, Jordan Kowloon, K3, 00000 852 2866-1663 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
05/18/2026 (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. | G6146G117 |
| 1 |
Name of reporting person
Deep Vision Enterprise 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)
WC | ||||||||
| 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
180,460.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
8.80 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
*Deep Vision Enterprise Limited (the "Reporting Person") is a business company with limited liability incorporated under the laws of the British Virgin Islands, which is wholly owned by Mr. Hoi Lung Chan, the Chief Executive Officer ("CEO") and Chairman of the Board of Mint Incorporation Limited ("the Issuer"). Mr. Chan has the sole voting and dispositive power over the 180,460 Class A ordinary shares of no par value ("Class A Ordinary Shares") and 474,379 Class B ordinary shares of no par value ("Class B Ordinary Shares") of the Issuer held by the Reporting Person. Each of the Class A Ordinary Shares has one vote per share, while each of the Class B Ordinary Shares has twenty (20) votes per share. **The calculation is based on a total of 2,051,277 Class A Ordinary Shares issued and outstanding as of the date hereof, as reported in the Issuer's shareholder list obtained from the Company's transfer agent.
SCHEDULE 13D
|
| CUSIP No. | G6146G117 |
| 1 |
Name of reporting person
Hoi Lung Chan | ||||||||
| 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
180,460.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
8.80 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
*Deep Vision Enterprise Limited is a business company with limited liability incorporated under the laws of the British Virgin Islands, which is wholly owned by Mr. Hoi Lung Chan (the "Reporting Person"), the CEO and Chairman of the Board of the Issuer. Mr. Chan has the sole voting and dispositive power over the 180,460 Class A Ordinary Shares and 474,379 Class B Ordinary Shares of the Issuer held by Deep Vision Enterprise Limited. Each of the Class A Ordinary Shares has one vote per share, while each of the Class B Ordinary Shares has twenty (20) votes per share. **The calculation is based on a total of 2,051,277 Class A Ordinary Shares issued and outstanding as of the date hereof, as reported in the Issuer's shareholder list obtained from the Company's transfer agent.
SCHEDULE 13D
|
| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Class A Ordinary Shares, no par value |
| (b) | Name of Issuer:
Mint Incorporation Limited |
| (c) | Address of Issuer's Principal Executive Offices:
17/F, Wing Kwok Centre, No.182 Woosung Street, Jordan, Kowloon,
HONG KONG
, 00000. |
| Item 2. | Identity and Background |
| (a) | This amendment no. 1 to Schedule 13D (the "Schedule 13D/A1"), is filed by Deep Vision Enterprise Limited and Mr. Hoi Lung Chan ("Mr. Chan") (collectively, the "Reporting Persons"). |
| (b) | The registered address of Deep Vision Enterprise Limited is at the office of Ogier Global (BVI) Limited, Ritter House, Wickhams Cay II, PO Box 3170, Road Town, Tortola VG1110, British Virgin Islands. Mr. Chan is the CEO and Chairman of the Board of the Issuer, with his business address at 17/F, Wing Kwok Centre, No.182 Woosung Street, Jordan, Kowloon, Hong Kong. |
| (c) | Deep Vision Enterprise Limited is an investment holding company primarily engaged in acquiring, holding, and managing equity interests in subsidiaries and other investments. It does not engage in direct business operations. Mr. Chan is the CEO and Chairman of the Board of the Issuer, with its principal executive office located at 17/F, Wing Kwok Centre, No.182 Woosung Street, Jordan, Kowloon, Hong Kong. |
| (d) | During the last five years, neither (1) Deep Vision Enterprise Limited, nor any of its officers or directors, nor (2) Mr. Chan has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors). |
| (e) | During the last five years, neither (1) Deep Vision Enterprise Limited, nor any of its officers or directors, nor (2) Mr. Chan has 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) | Deep Vision Enterprise Limited is a company incorporated in the British Virgin Islands. Mr. Chan is a Hong Kong citizen. |
| Item 3. | Source and Amount of Funds or Other Consideration |
The Issuer was incorporated on October 18, 2023. In connection with, and on the same day of, its incorporation, the Issuer issued 1,289 Class A Ordinary Shares to Deep Vision Enterprise Limited at the consideration of US$515.55. As part of its reorganization, on November 29, 2023, the Issuer issued 1,875 Class B Ordinary Shares to Deep Vision Enterprise Limited. On August 19, 2024, the Issuer effectuated a share split of its issued and outstanding shares at a ratio of 1-to-1,400 (the "Share Split), so that there were 14,000,000 Class A Ordinary Shares and 7,000,000 Class B Ordinary Shares issued and outstanding, and Deep Vision Enterprise Limited held 1,804,600 Class A Ordinary Shares and 2,625,000 Class B Ordinary Shares post-Share Split. On May 6, 2026, the Issuer effectuated a reverse stock split of its issued and outstanding shares at a ratio of 1-for-10 (the "Reverse Stock Split"), so that there were 2,051,277 Class A Ordinary Shares and 490,000 Class B Ordinary Shares issued and outstanding, and Deep Vision Enterprise Limited held 180,460 Class A Ordinary Shares and 262,500 Class B Ordinary Shares post-Reverse Stock Split. On May 18, 2026, the Issuer issued 211,879 Class B Ordinary Shares to Deep Vision Enterprise Limited at the consideration of HK$5,000,000 (equivalent to US$637,755.10 based on the exchange rate of HK$7.84 to US$1.00 agreed by the parties in the Share Purchase Agreement). The Reporting Persons are deemed to hold the voting and dispositive power over the 180,460 Class A Ordinary Shares and 474,379 Class B Ordinary Shares of the Issuer as of the date hereof. Deep Vision Enterprise Limited: WC Mr. Hoi Lung Chan: PF | |
| Item 4. | Purpose of Transaction |
The Reporting Persons are pre-IPO shareholder of the Issuer. The Reporting Persons acquired with the intent to exercise control over the Issuer. The Reporting Persons intend to continue actively participating in the Issuer's management and strategic direction. Except as set forth herein, the Reporting Persons do not have any present plans or proposals which relate to or would result in any of the transactions described in paragraphs (a) through (j) of this Item 4. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | The responses of the Reporting Persons to Rows (7) through (13), including the footnotes thereto, of the cover pages of this Schedule 13D/A1 are hereby incorporated by reference in this Item 5. The information set forth in Item 2, 3 and 4 above is hereby incorporated by reference. The aggregate number of ordinary shares beneficially owned by the Reporting Persons is 180,460 Class A Ordinary Shares and 474,379 Class B Ordinary Shares, representing 60.09% of the voting power of the Issuer. Percentage of beneficial ownership of the Reporting Persons is based on 2,051,277 Class A Ordinary Shares and 701,879 Class B Ordinary Shares of the Issuer. Each of the Class A Ordinary Shares has one vote per share, while each of the Class B Ordinary Shares has twenty (20) votes per share. |
| (b) | (i) Deep Vision Enterprise Limited Sole Voting Power: 180,460 Class A Ordinary Shares and 474,379 Class B Ordinary Shares Shared Voting Power: 0 Sole Dispositive Power: 180,460 Class A Ordinary Shares and 474,379 Class B Ordinary Shares Shared Dispositive Power: 0 (ii) Hoi Lung Chan Sole Voting Power: 180,460 Class A Ordinary Shares and 474,379 Class B Ordinary Shares Shared Voting Power: 0 Sole Dispositive Power: 180,460 Class A Ordinary Shares and 474,379 Class B Ordinary Shares Shared Dispositive Power: 0 |
| (c) | Other than pursuant to the transactions described in this Schedule 13D/A1, the Reporting Persons have not engaged in any transactions in the class of securities reported on that were effected during the past sixty days. |
| (d) | Not applicable. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Except as set forth herein, the Reporting Persons have no contracts, arrangements, understandings, or relationships with respect to the Issuer's securities requiring disclosure under this Item 6. | |
| Item 7. | Material to be Filed as Exhibits. |
Exhibit A - Share Purchase Agreement by and between the Issuer and Deep Vision Enterprise Limited dated May 18, 2026 Exhibit B - Joint Filing Agreement |
| 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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