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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Agroz Inc. (Name of Issuer) |
ORDINARY SHARES, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) |
G0136M101 (CUSIP Number) |
Kay Yen Tan No. 6 Jalan SS2/43, Petaling Jaya, Selangor, N8, 47300 60 12 210 4463 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
10/01/2025 (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. | G0136M101 |
| 1 |
Name of reporting person
Kay Yen Tan | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 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)
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| 6 | Citizenship or place of organization
CAYMAN ISLANDS
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
1,296,302.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
5.98 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(1) Based on 21,673,485 Ordinary Shares issued and outstanding as of October 1, 2025.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
ORDINARY SHARES, PAR VALUE $0.0001 PER SHARE | |
| (b) | Name of Issuer:
Agroz Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
No. 2, Lorong Teknologi 3/4A,, Taman Sains Selangor, Kota Damansara, Petaling Jaya, Selangor,
MALAYSIA
, 47810. | |
Item 1 Comment:
The Issuer's Ordinary Shares are listed on the Nasdaq Capital Market under the symbol "AGRZ". | ||
| Item 2. | Identity and Background | |
| (a) | This Schedule 13D is filed on behalf of Kay Yen Tan, an individual. Mr. Tan exercises voting and dispositive control over the Ordinary Shares. | |
| (b) | The principal business address of Mr. Kay Yen Tan is No. 6 Jalan SS2/43 Petaling Jaya, Selangor, 47300. | |
| (c) | Mr. Kay Yen Tan's has no present principal occupation. | |
| (d) | During the last five years, Mr. Tan has not been convicted in a criminal proceeding. | |
| (e) | During the last five years, Mr. Tan has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in 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) | Malaysia. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
Mr. Kay Yen Tan initially acquired 2,000,000 Ordinary Shares in exchange for 182,000 Ordinary Shares he held in Agroz Group Sdn. Bhd. Mr. Kay Yen Tan subsequently sold 703,698 Ordinary Shares for $1,511,094. | ||
| Item 4. | Purpose of Transaction | |
Other than as described herein, or as described under Item 5 below, Mr. Kay Yen Tan does not currently have plans or proposals that relate to or would result in any of the transactions involving Agroz Inc. described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. Mr. Kay Yen Tan (the "Reporting Person") acquired the securities described in this Schedule 13D for investment purposes and intends to review his investments in the Issuer on a continuing basis. The Reporting Person has in the past, and may in the future, engage in discussions with the Issuer's management, Board of Directors, covering a broad range of subjects, including relative to performance, strategic direction. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The Reporting Person beneficially owns 5.98% of the Issuer's Common Stock as of 10/01/2025.. | |
| (b) | Number of shares as to which Mr. Tan has: Sole power to vote or to direct vote: 1,296,302 shares. Shared power to vote or to direct the vote: 0. Sole power to dispose or to direct the disposition of: 1,296,302. Shared power to dispose or to direct the disposition of: 0. | |
| (c) | Not applicable. | |
| (d) | Not applicable. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Not applicable. | ||
| Item 7. | Material to be Filed as Exhibits. | |
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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