Form SCHEDULE 13D/A Santech Holdings Ltd Filed by: CARMEL HOLDINGS LTD
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
|
Santech Holdings Ltd (Name of Issuer) |
Ordinary share, par value US$ 0.0001 per share (Title of Class of Securities) |
44951X104 (CUSIP Number) |
Lawrence Wai Lok Level 15, AIA Central, No.1 Connaught Road Central Hong Kong, K3, 00000 852 2593 9309 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
11/11/2025 (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. | 44951X104 |
| 1 |
Name of reporting person
Carmel Holdings Limited | ||||||||
| 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
VIRGIN ISLANDS, BRITISH
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
112,000,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
66.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| CUSIP No. | 44951X104 |
| 1 |
Name of reporting person
Wai Lok | ||||||||
| 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
113,862,620.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
67.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Ordinary share, par value US$ 0.0001 per share | |
| (b) | Name of Issuer:
Santech Holdings Ltd | |
| (c) | Address of Issuer's Principal Executive Offices:
15TH FLOOR, AIA CENTRAL,, 15TH FLOOR, AIA CENTRAL,, HONG KONG,
HONG KONG
, 00000. | |
Item 1 Comment:
This Amendment No. 1 (this "Amendment No. 1" or this "Schedule 13D/A") amends and supplements the statement on Schedule 13D originally filed with the Securities and Exchange Commission on March 24, 2025 by Lawrence Wai Lok and Carmel Holdings Limited (the "Reporting Persons"). Unless otherwise defined herein, capitalized terms used in this Amendment No. 1 shall have the meanings ascribed to them in the original Schedule 13D.
Except as amended and supplemented hereby, the information set forth in the original Schedule 13D remains unchanged.
| ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
On November 11, 2025, 931,310 American Depositary Shares (the "ADSs") of the Issuer, representing 1,862,620 ordinary shares, were transferred to Mr. Lawrence Wai Lok pursuant to the Company's prior 2018 and 2019 Employee Stock Ownership Plans (the "ESOPs"). The shares represent a Long Service Stock Grant awarded to Mr. Lawrence Wai Lok as share incentive compensation for his service as Chief Financial Officer and Chief Executive Officer of the Issuer since 2021. The grant was fully vested in accordance with its terms and was delivered to Mr. Lawrence Wai Lok on November 11, 2025. No cash consideration was paid by Mr. Lawrence Wai Lok in connection with this acquisition. | ||
| Item 4. | Purpose of Transaction | |
Mr. Lawrence Wai Lok acquired the additional shares pursuant to the ESOP awards described above for incentive compensation purposes. The acquisition did not involve any change in control of the Issuer, and Mr. Lawrence Wai Lok currently has no plans or proposals that would result in any of the actions enumerated in paragraphs (a) through (j) of Item 4 of Schedule 13D. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | As of November 11, 2025, Mr. Lawrence Wai Lok beneficially owns an aggregate of 113,862,620 ordinary shares, representing approximately 67.78% of the Issuer's total issued and outstanding ordinary shares (based on 168,000,000 shares outstanding). Of these, 112,000,000 shares are held through Carmel Holdings Limited, a British Virgin Islands company wholly owned and controlled by Mr. Lawrence Wai Lok, and 1,862,620 shares are held by Mr. Lawrence Wai Lok. | |
| (b) | Mr. Lawrence Wai Lok has sole voting and dispositive power over all such shares. Carmel Holdings Limited has sole voting and dispositive power over the 112,000,000 shares it holds. | |
| (c) | During the 60 days preceding the filing of this Schedule 13D, none of the Reporting Persons has effected any transactions in the Shares except as reported herein. | |
| (d) | No change from the original Schedule 13D. | |
| (e) | No change from the original Schedule 13D. | |
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit A: Joint Filing Agreement, dated March 19, 2025, by and among Lawrence Wai Lok and Carmel Holdings Limited (incorporated by reference to Exhibit A to the Reporting Persons' Schedule 13D filed with the Securities and Exchange Commission on March 24, 2025). | ||
| 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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