Form SCHEDULE 13D/A Eastern International Filed by: Wong Albert
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
|
Eastern International Ltd. (Name of Issuer) |
Ordinary shares, par value of $0.0001 per share (Title of Class of Securities) |
(CUSIP Number) |
Mr. Albert Wong Suite 901, Building #2,, Xiaoshan Eco & Tech Dev. Zone Zhejiang Province, F4, 311231 (86) -571-8235-6096 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
08/27/2026 (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
|
| CUSIP No. |
| 1 |
Name of reporting person
Albert Wong | ||||||||
| 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
5,546,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
39.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(1) the percentage ownership interest in row 13 is determined based on (i) a total of 12,832,000 Ordinary Shares of the Issuer outstanding as of September 17, 2026 and (ii) if the holder converts 1,000,000 Series A Preferred Shares to 1,000,000 Ordinary Shares and converts 200,000 Series B Preferred Shares to 100,000 Ordinary Shares in 60 days; (2) Mr. Albert Wong, Chairman of the Board and Chief Executive Officer of the Issuer, is a 70% shareholder and director of Eastern Worldwide Logistics Group Inc. a Samoa company, which owns 4,266,000 Ordinary Shares of the Company. Mr. Albert Wong also personally owns 180,000 Ordinary Shares, 1,000,000 Series A Preferred Shares and 200,000 Series B Preferred Shares. Each Series A Preferred Share has 10 votes and each Series B Preferred Share has 100 votes at general meetings of the shareholders of the Issuer as reflected in row 7. Each Series A Preferred Share is convertible into one Ordinary Share and every two Series B Preferred Shares are convertible into one Ordinary Share of the Company at any time at the option of the holder.
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
Eastern Worldwide Logistics Group Inc. | ||||||||
| 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)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
SAMOA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
4,266,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
33.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Calculated based on a total of 12,832,000 issued and outstanding ordinary shares of the Issuer as of September 17, 2026, provided by the Issuer.
SCHEDULE 13D
|
| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Ordinary shares, par value of $0.0001 per share |
| (b) | Name of Issuer:
Eastern International Ltd. |
| (c) | Address of Issuer's Principal Executive Offices:
Suite 901, Building #2, Xiaoshan Eco & Tech Dev. Zone, Zhejiang Province,
CHINA
, 311231. |
| Item 2. | Identity and Background |
| (a) | This Amendment No. 1 to Schedule 13D (this "Amendment No. 1") amends and supplements the statements on Schedule 13D filed on April 3, 2026 (the "Initial Statement", and together with this Amendment No.1, the "Schedule 13D") by the Reporting Persons (as defined in the Initial Statement) and relates to the ordinary share (the "Ordinary Shares") of Eastern International Ltd, a company incorporated with limited liability under the laws of the Cayman Islands (the "Issuer") pursuant to Rule 13d-1(k) promulgated by the SEC under Section 13 of the Act. The agreement between the Reporting Persons relating to the joint filing of this Schedule 13D is attached hereto as Exhibit A. Information with respect to each Reporting Person is given solely by such Reporting Person, and no Reporting Person assumes responsibility for the accuracy or completeness of the information concerning the other Reporting Person except as otherwise provided in Rule 13d-1(k). Except as otherwise provided herein, each item of the Initial Statement remains unchanged. Terms used herein but not otherwise defined shall have the meanings set forth in the Initial Statement. |
| (b) | Mr. Albert Wong is a citizen of Hong Kong. The business address of Mr. Albert Wong is Suite 901, Building #2, Xiaoshan Economic and Technological Development Zone, Xiaoshan District, Hangzhou, Zhejiang Province, China 311231. Eastern Worldwide Logistics Group Inc. is a company incorporated in Samoa and is 70% owned by Mr. Albert Wong, who is also a director of Eastern Worldwide Logistics Group Inc. The registered address of Eastern Worldwide Logistics Group Inc is Portcullis Chambers, P.O. Box 1225, Apia, Samoa. |
| (c) | Mr. Albert Wong is the Chief Executive Officer and Chairman of the Board of the Issuer. Mr. Albert Wong is 70% owner and a director of Eastern Worldwide Logistics Group Inc. The business address of Mr. Albert Wong is Suite 901, Building #2, Xiaoshan Economic and Technological Development Zone, Xiaoshan District, Hangzhou, Zhejiang Province, China 311231. |
| (d) | During the last five years, none of the Reporting Persons has been: (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) 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. |
| (e) | During the last five years, none of the Reporting Persons has been: (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) 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) | Mr. Albert Wong is a citizen of Hong Kong. Eastern Worldwide Logistics Group Inc. is a company incorporated in Samoa. |
| Item 3. | Source and Amount of Funds or Other Consideration |
The information set forth in Item 6 is hereby incorporated by reference in its entirety. | |
| Item 4. | Purpose of Transaction |
The information set forth in Item 6 is hereby incorporated by reference in its entirety. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Eastern Worldwide Logistics Group Inc. owns and has sole power to vote or direct the vote and sole power to dispose or to direct the disposition of 4,266,000 Ordinary Shares of the Issuer, which represents approximately 33.2% of the outstanding Ordinary Shares of the Issuer, calculated based on a total of 12,832,000 issued and outstanding Ordinary Shares of the Issuer as of September 17, 2026 provided by the Issuer. Mr. Albert Wong was granted a stock award of 180,000 Ordinary Shares of the Issuer on March 31, 2026. Mr. Albert Wong also owns all of the 1,000,000 outstanding Series A Preferred Shares and 200,000 Series B Preferred Shares of the Issuer. Each Series A Preferred Share has 10 votes and each Series B Preferred Share has 100 votes at general meetings of the shareholders of the Issuer. Each Series A Preferred Share is convertible into one Ordinary Share and every two Series B Preferred Shares are convertible into one Ordinary Share of the Company at any time at the option of the holder. In his capacity as a 70% beneficial owner and director of Eastern Worldwide Logistics Group Inc, Mr. Wong has sole power to vote or to direct the vote and sole power to dispose or to direct the disposition of 4,266,000 ordinary shares of the Issuer owned by Eastern Worldwide Logistics Group Inc. along with the ordinary shares and Series A and Series B Preferred Shares directly owned by him, which represents a total of approximately 39.8% of the outstanding Ordinary Shares of the Issuer, calculated based on: (i) a total of 12,832,000 issued and outstanding Ordinary Shares of the Issuer as of September 17, 2026 and (ii) if the holder converts 1,000,000 Series A Preferred Shares to 1,000,000 Ordinary Shares and 200,000 Series B Preferred Shares to 100,000 Ordinary Shares in 60 days. |
| (b) | The information contained in Item 5(a) of this Report on this Schedule 13D is hereby incorporated by reference herein. |
| (c) | Except as disclosed in this Schedule 13D, none of the Reporting Persons has effected any transaction in the Ordinary Shares of the Issuer during the past 60 days. |
| (d) | Except as disclosed in this Schedule 13D, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Ordinary Shares beneficially owned by the Reporting Persons. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
On August 27, 2026, the Issuer entered into a Securities Purchase Agreement (the "Agreement") with Mr. Albert Wong, the Chairman of the Board of Directors and Chief Executive Officer of the Issuer. Pursuant to the Agreement, the Issuer will issue and sell 200,000 Series B Preferred Shares of the Issuer (the "Shares") to Mr. Wong at a price of US$1.00 per share, for an aggregate purchase price of US$200,000. Each Series B Preferred Share has 100 votes at the general meeting of the Company, and every two Series B Preferred Shares are convertible into one ordinary share of the Company at the holder's option. The designation and issuance of Series B Preferred Shares were approved by the special committee of the Board and the Board of Directors of the Issuer. Mr. Wong uses his personal fund to purchase the Shares. To the best knowledge of the Reporting Persons, except as provided herein, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Persons and between any of the Reporting Persons and any other person with respect to any securities of the Issuer, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies, or a pledge or contingency, the occurrence of which would give another person voting power over the securities of the Issuer. | |
| Item 7. | Material to be Filed as Exhibits. |
A - Joint Filing Agreement dated April 3, 2026 by and between the Reporting Persons (incorporated by reference to exhibit A of Initial Statement filed by the Reporting Persons on April 3, 2026) B - Securities Purchase Agreement by and between Eastern International Ltd. and Albert Wong dated August 27, 2026. (incorporated by reference to exhibit 10.1 of Form 6-K filed by the Company on August 28, 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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