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.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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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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Kun Peng International Ltd. (Name of Issuer) |
Ordinary shares, $0.0001 par value (Title of Class of Securities) |
12672T108 (CUSIP Number) |
Henry F. Schlueter, Esq. Schlueter & Associates, P.C., 5655 S. Yosemite Street, Suite 350 Greenwood Village, CO, 80111 303-292-3883 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
07/03/2025 (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
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| CUSIP No. | 12672T108 |
| 1 |
Name of reporting person
Kun Peng RC Ltd | ||||||||
| 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
34,158,400.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
8.54 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| CUSIP No. | 12672T108 |
| 1 |
Name of reporting person
Zhuang Richun | ||||||||
| 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)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CHINA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
34,158,400.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
8.54 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Ordinary shares, $0.0001 par value |
| (b) | Name of Issuer:
Kun Peng International Ltd. |
| (c) | Address of Issuer's Principal Executive Offices:
1F, Building 3, No. 1001 Huihe South St, Banbidian Village, Gaobeidian Town, Beijing,
CHINA
, 00000. |
| Item 2. | Identity and Background |
| (a) | i. Kun Peng RC Limited ii. Richun Zhuang |
| (b) | The principal business address of each of the Reporting Persons is 1F, Building 3, No. 1001 Huihe South Street, Banbidian Village, Gaobeidian Town, Chaoyang District, Beijing PRC. |
| (c) | The present principal occupation of the Reporting Persons is: Kun Peng RC Limited is a holding company. Richun Zhuang is the Chief Executive Officer and a director of the Issuer. |
| (d) | Convictions: During the last five years, neither of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | Civil Proceeding: During the past five years, neither of the Reporting Persons 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) | Citizenship: Kun Peng RC Limited is incorporated under the laws of the British Virgin Islands; Richun Zhuang is a citizen of the People's Republic of China. |
| Item 3. | Source and Amount of Funds or Other Consideration |
Promissory note in the principal amount of US$341,584, or US$0.01 per share, issued by Kun Peng RC Limited, payments on which are intended to be paid out of working capital Richun Zhuang beneficially owns the shares by virtue of his status as the sole director of Kun Peng RC Limited and, therefore, paid no consideration for those shares. | |
| Item 4. | Purpose of Transaction |
The Reporting Persons acquired the shares of common stock of the Issuer for investment purposes. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | The responses to Items 11 and 13 of the cover page to this Schedule 13D are incorporated herein. |
| (b) | The responses to Items 7 through 10 of the cover page to this Schedule 13D are incorporated herein. |
| (c) | On July 3, 2025, Kun Peng RC Limited purchased 34,158,400 shares of common stock of the Issuer and issued a promissory note in the principal amount of US$341,584.00, or US$0.01 per share, payable upon demand on or after July 2, 2026, as consideration for the shares. The shares were purchased in a private transaction. Richun Zhuang beneficially owns the shares by virtue of his status as the sole director of Kun Peng RC Limited. |
| (d) | As of the date of filing of this Schedule 13D, no person, other than the Reporting Persons, is known to have the power to direct the receipt of dividends from, or proceeds from the sale of, any of the shares of common stock owned by the Reporting Persons. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
There are no other contracts, arrangements, understandings or relationships between either Reporting Person and any other person, with respect to the securities of the Issuer. The Reporting Persons are parties to an agreement with respect to the joint filing of this Schedule 13D. A copy of such agreement is attached as Exhibit 7.3. | |
| Item 7. | Material to be Filed as Exhibits. |
Exhibit 7.3 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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