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
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Globavend Holdings Ltd (Name of Issuer) |
Ordinary Shares (Title of Class of Securities) |
G3R39B116 (CUSIP Number) |
Kai Man Fung Office 1401, Level 14, 197 St Georges Tce Perth, C3, WA 6000 888.201.1623 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
04/29/2026 (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. | G3R39B116 |
| 1 |
Name of reporting person
Central Master Enterprises 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
57,224.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
2.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
(1) The numbers listed in row 8 and row 10 above represent beneficial ownership of 57,224 shares of ordinary shares, par value $0.20 per share, of the Issuer (the "Ordinary Shares") purchased by Central Master Enterprises Limited with working capital and excludes 100 shares of management shares, par value $0.20, of the Issuer (the "Management Shares") also acquired by Central Master Enterprises Limited. (2) The number listed in row 13 above is based on 2,286,719 shares of Ordinary Shares outstanding as of the date of this Schedule 13D, as disclosed in the Annual Report on Form 20-F for the fiscal year ended September 30, 2025, filed by the Issuer with the U.S. Securities and Exchange Commission on February 13, 2026, and excludes the Management Shares acquired by Central Master Enterprises Limited.
SCHEDULE 13D
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| CUSIP No. | G3R39B116 |
| 1 |
Name of reporting person
Yu Tsz Ngo | ||||||||
| 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)
AF | ||||||||
| 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
57,224.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
2.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Mr. Tsz Ngo Yu, as a controlling shareholder of Central Master Enterprises Limited, may be deemed to beneficially own the securities held directly by Central Master Enterprises Limited.
SCHEDULE 13D
|
| CUSIP No. | G3R39B116 |
| 1 |
Name of reporting person
Fung Kai Man | ||||||||
| 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)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED KINGDOM
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
57,224.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
2.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Mr. Kai Man Fung, as a controlling shareholder of Central Master Enterprises Limited, may be deemed to beneficially own the securities held directly by Central Master Enterprises Limited.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Ordinary Shares | |
| (b) | Name of Issuer:
Globavend Holdings Ltd | |
| (c) | Address of Issuer's Principal Executive Offices:
Office 1401, Level 14, 197 St Georges Tce, Perth, WA,
AUSTRALIA
, 6000. | |
Item 1 Comment:
Each of the reporting persons (collectively, the "Reporting Persons") has elected to voluntarily file this Statement on Schedule 13D (this "Schedule 13D"). The Reporting Persons beneficially own 57,224 Ordinary Shares, representing approximately 2.5% of the total issued and outstanding shares of the Issuer and 0.00% of the total voting power the Issuer. The Reporting Persons also beneficially own 100 Management Shares, representing approximately 0.00% of the total issued and outstanding Ordinary Shares of the Issuer and 97.7% of the total voting power of the Issuer. | ||
| Item 2. | Identity and Background | |
| (a) | This Schedule 13D is being filed by (i) Central Master Enterprises Limited, a company incorporated under the laws of the British Virgin Islands, (ii) Tsz Ngo Yu, and (iii) Kai Man Fung. | |
| (b) | The principal business address of each of the Reporting Persons is Room 1804, 18/F., Regent Centre, 88 Queen's Road Central, Hong Kong. | |
| (c) | The principal business of Central Master Enterprises Limited is investment holding. Tsz Ngo Yu and Kai Man Fung are each a controlling shareholder of Central Master Enterprises Limited. | |
| (d) | During the last five years, none of the Reporting Persons, nor any director or executive officer of the Reporting Persons, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). | |
| (e) | During the last five years, none of the Reporting Persons, nor any director or executive officer 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) | Tsz Ngo Yu is a citizen of Hong Kong, and Kai Man Fung is a citizen of the United Kingdom. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
On April 29, 2026, Central Master Enterprises Limited purchased 57,224 Ordinary Shares and 100 Management Shares of the Issuer, pursuant to and in accordance with that certain share transfer agreement between Central Master Enterprises Limited and each of the persons and entities listed as transferor thereto (the "Share Transfer Agreement"), for a total consideration of $3,500,000, the source of which was working capital of Central Master Enterprises Limited. | ||
| Item 4. | Purpose of Transaction | |
Central Master Enterprises Limited acquired the Ordinary Shares disclosed in this Schedule 13D because it believes such acquisition represents an attractive investment opportunity and intends to encourage the Issuer to expand its business operations and explore new merger and acquisitions initiatives. Central Master Enterprises Limited intends to review its investments in the Issuer on a continuing basis. Any actions that the Reporting Persons might undertake may be made at any time and from time to time without prior notice and will be dependent upon their review of numerous factors, including, but not limited to: an ongoing evaluation of the Issuer's business, financial condition, operations and prospects; price levels of the Issuer's securities; general market, industry and economic conditions; the relative attractiveness of alternative business and investment opportunities; and other future developments. Each of the Reporting Persons may acquire additional securities of the Issuer, or retain or sell all or a portion of the securities then held, from time to time, in the open market, private transactions, or otherwise. Each of the Reporting Persons intends to closely monitor its or his investments and may from time to time take advantage of opportunities presented to it or him. Except as set forth herein, the Reporting Persons currently have no plan or proposal that relates to, or would result in, any of the events or transactions described in Item 4 of Schedule 13D, although each of the Reporting Persons may, at any time and from time to time, review or reconsider such Reporting Person's position and/or change such Reporting Person's purpose and/or formulate plans or proposals with respect thereto. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | See responses to rows 11 and 13 on the cover pages of this Schedule 13D for each Reporting Person. | |
| (b) | See responses to rows 7, 8, 9 and 10 on the cover pages of this Schedule 13D for each Reporting Person. | |
| (c) | During the past 60 days, except as otherwise set forth in this Schedule 13D, no Reporting Person has, to the best of such Reporting Person's knowledge, engaged in any transaction with respect to the Ordinary Shares or Management Shares. | |
| (d) | No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the securities covered by this Schedule 13D. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Subsequent to the closing of the Share Transfer Agreement, (i) Mr. Tsz Ngo Yu was appointed as a director of the Issuer in addition to his existing role as chief financial officer of the Issuer, and (ii) Mr. Kai Man Fung was appointed as a director of the Issuer and entered into a director service agreement with the Issuer, pursuant to which Mr. Fung is eligible to receive awards of Ordinary Shares (or rights to acquire Ordinary Shares) under the Issuer's equity compensation plan in consideration for his services to the Issuer. Other than as described in this Schedule 13D, there are no contracts, arrangements, understandings or relationships between the Reporting Persons and any other person with respect to the securities of the Issuer. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 4.1 Form of Director Service Agreement (incorporated herein by reference to Exhibit 4.1 to the Current Report on Form 6-K filed by the Issuer on April 30, 2026). | ||
| 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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