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"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
|
BUUU Group Ltd (Name of Issuer) |
Class A ordinary shares, with no par value (Title of Class of Securities) |
G1739L102 (CUSIP Number) |
c/o Wai Kwong POON Flat B, 16/F, Ford Glory Plaza, 37 Wing Hong Street Cheung Sha Wan, K3, 000000 852 3705 5244 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
09/03/2025 (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
|
| CUSIP No. | G1739L102 |
| 1 |
Name of reporting person
BUBI Services 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
6,040,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
51.73 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
(1) BUBI Services Limited ("BUBI") is an investment holding company incorporated in the British Virgin Islands. It is owned 40% by Ms. Nana Chan, 40% by Mr. Wai Kwong Poon, and 20% by Perfect Wood Limited, a British Virgin Islands entity owned equally by Mr. Chao Yuan and Ms. Li Pan. The board of directors of BUBI consists solely of Ms. Chan and Mr. Poon, and actions of BUBI require the approval of both directors. BUBI beneficially owns 6,040,000 Class A ordinary shares with no par value (the "Class A Ordinary Shares") of BUUU Group Limited (the "Issuer"). (2) Based on 11,675,000 Class A Ordinary Shares of the Issuer issued and outstanding as of the date of this Schedule 13D, as represented by the Issuer.
SCHEDULE 13D
|
| CUSIP No. | G1739L102 |
| 1 |
Name of reporting person
Nana 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
6,040,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
51.73 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(1) Ms. Chan is a 40% shareholder and one of the two directors of BUBI, an investment holding company incorporated in the British Virgin Islands. The other director of BUBI is Mr. Wai Kwong Poon, and the actions of BUBI require the approval of both directors. BUBI beneficially owns an aggregate of 6,040,000 Class A Ordinary Shares. Because actions of BUBI require the joint approval of both directors, Ms. Chan may be deemed to share voting and dispositive power with respect to all securities held by BUBI. (2) The foregoing ownership percentage is based on 11,675,000 Class A Ordinary Shares of the Issuer issued and outstanding as of the date of this Schedule 13D, as represented by the Issuer.
SCHEDULE 13D
|
| CUSIP No. | G1739L102 |
| 1 |
Name of reporting person
Wai Kwong POON | ||||||||
| 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
6,040,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
51.73 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(1) Mr. Poon is a 40% shareholder and one of the two directors of BUBI, an investment holding company incorporated in the British Virgin Islands. The other director of BUBI is Ms. Nana Chan, and actions of BUBI require the approval of both directors. BUBI beneficially owns an aggregate of 6,040,000 Class A Ordinary Shares of the Issuer. Because actions of BUBI require the joint approval of both directors, Mr. Poon may be deemed to share voting and dispositive power with respect to all securities held by BUBI. (2) The foregoing ownership percentage is based on 11,675,000 Class A Ordinary Shares as of the date of this Schedule 13D, as represented by the Issuer.
SCHEDULE 13D
|
| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Class A ordinary shares, with no par value |
| (b) | Name of Issuer:
BUUU Group Ltd |
| (c) | Address of Issuer's Principal Executive Offices:
Flat B, 16/F, Ford Glory Plaza, 37 Wing Hong Street, Cheung Sha Wan,
HONG KONG
, 000000. |
| Item 2. | Identity and Background |
| (a) | This Schedule 13D is being filed jointly by the following persons (each, a "Reporting Person" and collectively, the "Reporting Persons"): (1) BUBI Services Limited, an investment holding company incorporated in the British Virgin Islands; (2) Ms. Nana Chan, Director and Chairperson of the Board of the Issuer; and (3) Mr. Wai Kwong Poon, Chief Executive Officer and Director of the Issuer. |
| (b) | The principal executive office of the Issuer is located at Flat B, 16/F, Ford Glory Plaza. 37 Wing Hong Street, Cheung Sha Wan, Hong Kong. The registered address of BUBI is Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands. |
| (c) | BUBI 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. Ms. Chan is the director and Chairperson of the Board of the Issuer and Mr. Poon is the Chief Executive Officer and Director of the Issuer. |
| (d) | During the past five years, neither (1) BUBI nor any of its officers or directors, nor (2) Ms. Chan or Mr. Poon, have been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors). |
| (e) | During the past five years, neither (1) BUBI nor any of its officers or directors, nor (2) Ms. Chan or Mr. Poon, have 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) | Both Ms. Chan and Mr. Poon are [Hong Kong] citizens . BUBI is a company incorporated under the laws of the British Virgin Islands. |
| Item 3. | Source and Amount of Funds or Other Consideration |
BUBI used Working Capital, Ms. Chan and Mr. Poon used Person Fund. The securities beneficially owned by the Reporting Persons were acquired by BUBI in connection with preparation for the Issuer's initial public offering. The Issuer was incorporated under the laws of the BVI on April 16, 2024. at which time one (1) ordinary share was issued to and beneficially owned by BUBI. On October 17, 2024, the Issuer approved an increase in its authorized share capital and the re-designation of authorized ordinary shares into Class A Ordinary Shares and Class B Ordinary Shares, and the single issued ordinary share held by BUBI was re-designated into one Class A Ordinary Share. On October 22, 2024, the Issuer allotted and issued 6,039,999 additional Class A Ordinary Shares to BUBI for a total consideration of US$1. On November 7, 2024, BUUU entered into a series of sale and purchase agreements with several investors pursuant to which the Issuer issued certain Class A Ordinary Shares to such investors. On November 18, 2024, the Issuer completed two share swap transactions pursuant to which it acquired equity interests in BU Creation Limited and BU Workshop Limited from Ms. Chan, Mr. Poon, and Perfect Wood Limited. As consideration for such acquisitions, the Issuer allotted and issued an aggregate of 5,000,000 Class B Ordinary Shares to BUBI upon the direction of the transferors. No additional funds, borrowings, or other forms of financing were used by Ms. Chan or Mr. Poon to acquire the securities reported herein. | |
| Item 4. | Purpose of Transaction |
The Reporting Persons acquired the securities of the Issuer as part of a corporate reorganization undertaken in preparation for the Issuer's initial public offering, as described in Item 3. The securities are held for investment purposes and to maintain the Reporting Persons' indirect equity interests in 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 that would result in any of the actions described in paragraphs (a) through (j) of Item 4. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Incorporated by reference to Items 11 and 13 of the Cover Page. |
| (b) | Incorporated by reference to Items 7-10 of the Cover Page. |
| (c) | 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) | N/A |
| (e) | N/A |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
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. |
Except as set forth herein, there are no material agreements, contracts, arrangements, or understandings that require filing as exhibits under this Item 7. |
| 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.
|
|
|
|
|
|
|