Form SC 13G - Statement of Beneficial Ownership by Certain Investors
November 15 2024 - 1:04PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
| GLOBAL
ENGINE GROUP HOLDING LIMITED |
| (Name of
Issuer) |
| Ordinary
Shares, par value $0.0000625 per share |
| (Title
of Class of Securities) |
| September
30, 2024 |
| (Date of
Event Which Requires Filing of this Statement) |
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
| |
* |
The remainder
of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The
information required in 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).
| (1) |
Names of reporting persons |
| |
Valuable Fortune Limited |
| |
|
| (2) |
Check the appropriate box if a member of a group (see instructions) |
| |
(a) ☐ |
| |
(b) ☐ |
| |
|
| (3) |
SEC use only |
| |
|
| |
|
| |
|
| (4) |
Citizenship or place of organization
|
| |
British Virgin Islands |
Number
of
shares
beneficially
owned by
each
reporting
person
with:
|
|
|
| (5) |
Sole voting power |
| |
6,960,000(1) |
| |
|
| (6) |
Shared voting power |
| |
0 |
| |
|
| (7) |
Sole dispositive power |
| |
6,960,000(1) |
| |
|
| (8) |
Shared dispositive power |
| |
0 |
| (9) |
Aggregate amount beneficially owned by each reporting person |
| |
6,960,000(1)
|
| |
|
| (10) |
Check if the aggregate amount in Row (9) excludes certain shares (see
instructions) ☐ |
| |
|
| |
|
| |
|
| (11) |
Percent of class represented by amount in Row (9) |
| |
38.0%(2) |
| |
|
| (12) |
Type of reporting person (see instructions) |
| |
CO |
| (1) | Represents 6,960,000 ordinary shares, par value $0.0000625 per
share (the “Ordinary Shares”) of Global Engine Group Holding Limited (the “Issuer”) directly held by Valuable
Fortune Limited, a British Virgin Islands company (“Valuable Fortune”), which is wholly owned by Mr. Andrew, Lee Yat Lung
(“Mr. Lee”). Accordingly, Mr. Lee is deemed to have voting, dispositive or investment powers over Valuable Fortune. |
| (2) | Based on an aggregate of 18,300,000 Ordinary Shares issued and
outstanding as of the date hereof. |
| (1) |
Names of reporting persons |
| |
Andrew, Lee Yat Lung |
| |
|
| (2) |
Check the appropriate box if a member of a group (see instructions) |
| |
(a) ☐ |
| |
(b) ☐ |
| |
|
| (3) |
SEC use only |
| |
|
| |
|
| |
|
| (4) |
Citizenship or place of organization
|
| |
Hong Kong, a special administrative region of the People’s Republic
of China |
Number
of
shares
beneficially
owned by
each
reporting
person
with:
|
|
|
| (5) |
Sole voting power |
| |
6,960,000(1) |
| |
|
| (6) |
Shared voting power |
| |
0 |
| |
|
| (7) |
Sole dispositive power |
| |
6,960,000(1) |
| |
|
| (8) |
Shared dispositive power |
| |
0 |
| (9) |
Aggregate amount beneficially owned by each reporting person |
| |
6,960,000(1)
|
| |
|
| (10) |
Check if the aggregate amount in Row (9) excludes certain shares (see
instructions) ☐ |
| |
|
| |
|
| |
|
| (11) |
Percent of class represented by amount in Row (9) |
| |
38.0%(2) |
| |
|
| (12) |
Type of reporting person (see instructions) |
| |
IN |
| (1) | Represents 6,960,000 Ordinary Shares held by Valuable Fortune, which is wholly owned by Mr. Lee. |
| (2) | Based on an aggregate of 18,300,000 Ordinary Shares issued and outstanding as of the date hereof. |
ITEM
1(A) NAME OF ISSUER:
Global
Engine Group Holding Limited
ITEM
1(B) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
Room C, 19/F, World Tech Centre
95 How Ming Street, Kwun Tong
Kowloon, Hong Kong
ITEM
2 (A) NAME OF PERSON FILING:
| (i) | Valuable Fortune Limited |
ITEM
2 (B) ADDRESS OR PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
| (i) | Valuable Fortune Limited: c/o Global Engine Group Holding Limited, Room C, 19/F, World Tech Centre, 95 How Ming Street, Kwun Tong,
Kowloon, Hong Kong |
| (ii) | Andrew, Lee Yat Lung: c/o Global Engine Group Holding, Room C, 19/F, World Tech Centre, 95 How Ming Street, Kwun Tong, Kowloon, Hong
Kong |
ITEM
2 (C) CITIZENSHIP:
| (i) | Valuable Fortune Limited: a company incorporated in the British Virgin Islands |
| (ii) | Andrew, Lee Yat Lung: Hong Kong, a special administrative region of the People’s Republic of China |
ITEM
2 (D) TITLE OF CLASS OF SECURITIES:
Ordinary Shares, par value $0.0000625 per share
ITEM
2 (E) CUSIP NO.:
G39711109
ITEM
3. IF THIS STATEMENT IS FILED PURSUANT TO §§ 240.13D-1(B) OR 240.13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A:
| (a) |
☐ |
Broker or dealer registered under section 15 of the
Act (15 U.S.C. 78o); |
| (b) |
☐ |
Bank as defined in section 3(a)(6) of the Act (15 U.S.C.
78c); |
| (c) |
☐ |
Insurance company as defined in section 3(a)(19) of
the Act (15 U.S.C. 78c); |
| (d) |
☐ |
Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C 80a-8); |
| (e) |
☐ |
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); |
| (f) |
☐ |
An employee benefit plan or endowment fund in accordance
with § 240.13d-1(b)(1)(ii)(F); |
| (g) |
☐ |
A parent holding company or control person in accordance
with § 240.13d-1(b)(1)(ii)(G); |
| (h) |
☐ |
A savings associations as defined in Section 3(b) of
the Federal Deposit Insurance Act (12 U.S.C. 1813); |
| (i) |
☐ |
A church plan that is excluded from the definition
of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
| (j) |
☐ |
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J); |
| (k) |
☐ |
Group, in accordance with § 240.13d-1(b)(1)(ii)(K).
If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: |
ITEM
4. OWNERSHIP
(a)
Amount beneficially owned:
The
information required by Item 4(a) is set forth in Row 9 of the cover page for each Reporting Person and is incorporated herein by reference.
(b)
Percent of class:
The
total number of outstanding ordinary shares used to calculate the percent is 18,300,000
(c)
Number of shares as to which the person has:
The
information required by Item 4(c) is set forth in Rows 5-8 of the cover page for each Reporting Person and is incorporated herein by
reference.
ITEM
5. OWNERSHIP OF 5 PERCENT OR LESS OF A CLASS.
If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner
of more than 5 percent of the class of securities, check the following ☐.
ITEM
6. OWNERSHIP OF MORE THAN 5 PERCENT ON BEHALF OF ANOTHER PERSON.
Not
applicable.
ITEM
7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR
CONTROL PERSON.
Not
applicable.
ITEM
8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
Not
applicable.
ITEM
9. NOTICE OF DISSOLUTION OF GROUP.
Not
applicable.
ITEM
10. CERTIFICATIONS
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.
Date:
November 15, 2024
| |
Valuable
Fortune Limited |
| |
|
|
| |
Signature: |
/s/
Andrew, Lee Yat Lung |
| |
Name: |
Andrew,
Lee Yat Lung |
| |
Title: |
Director |
| |
Signature: |
/s/
Andrew, Lee Yat Lung |
| |
Name: |
Andrew,
Lee Yat Lung |
Exhibits
7
Exhibit 1
JOINT
FILING AGREEMENT
The
undersigned agree that this Schedule 13G, and any amendments hereto, relating to the ordinary shares, par value of US$0.0000625 per share
of Global Engine Group Holding Limited, a British Virgin Islands company whose principal place of business is in Hong Kong, shall
be filed on behalf of the undersigned.
| |
November
15, 2024 |
| |
|
|
| |
Valuable
Fortune Limited |
| |
|
|
| |
By: |
/s/
Andrew, Lee Yat Lung |
| |
|
Name: |
Andrew, Lee Yat Lung |
| |
|
Title: |
Director
|
| |
By: |
/s/
Andrew, Lee Yat Lung |
| |
|
Name: |
Andrew, Lee Yat Lung |
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