[SCHEDULE 13D/A] ARB IOT Group Limited SEC Filing

Rhea-AI Filing Summary

ARB IOT Group (ARBB) received an Amendment No. 1 to Schedule 13D that serves as the group’s final “exit filing.” The document details a cascade of share distributions completed on 9 June 2025: ARB IOT Limited transferred its entire holding to its sole owner Nexura Solutions Sdn. Bhd., which immediately distributed the same shares to its parent Cahaya Fantasi Sdn. Bhd. Cahaya Fantasi then declared and effected a pro-rata distribution of those shares to its six individual shareholders. By 17 June 2025, all three corporate entities reported ownership of 0 shares of ARBB.

Only one individual, Norasekein Binti Hassan @ Wari, now reports beneficial ownership—83,376 ordinary shares, or 4.7 % of the company’s 1,765,256 shares outstanding as of 23 June 2025. Because collective ownership has fallen below the 5 % threshold, the reporting persons are no longer subject to Schedule 13D reporting requirements. No financial results, risk factors, or additional strategic disclosures accompany the filing.

Positive

• None.

Negative

• Former 5 %+ shareholders exited their entire position, eliminating a strategic ownership bloc and potentially adding up to 1.7 million shares to public float.

Insights

Corporate Governance Analyst

TL;DR – Control group unwinds stake; float rises, governance influence declines, overall impact limited.

The filing indicates a complete divestiture by the former controlling corporate chain—ARB IOT Limited, Nexura Solutions and Cahaya Fantasi—which collectively owned more than 5 % of ARBB. Their decision to distribute, rather than sell on-market, removes a concentrated voting bloc while avoiding immediate trading pressure. Nevertheless, governance influence once exerted by the group effectively ends, and monitoring shifts to the remaining 4.7 % holder, Norasekein Binti Hassan @ Wari. Because no price terms or sale proceeds are disclosed, the market cannot infer valuation views, keeping the news neutral from a pricing perspective. The key takeaway is a cleaner cap-table with increased public float and reduced related-party control.

Market Strategist

TL;DR – Exit removes strategic shareholder; potential overhang from dispersed shares slightly negative for sentiment.

While the shares were distributed to private owners, the absence of lock-ups means roughly 1.7 million shares could reach the open market over time. That raises a modest supply-side overhang and removes any implicit support the former corporate group might have provided through strategic alignment or follow-on funding. The individual who remains below 5 % cannot unilaterally influence corporate direction. With no accompanying strategic update or buy-back program, the development skews slightly negative for near-term sentiment, although ultimate impact depends on whether the new holders become active sellers.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

ARB IOT Group Limited

(Name of Issuer)

Ordinary Shares, $0.0015 par value

(Title of Class of Securities)

G0447T118

(CUSIP Number)

ARB IOT Limited
No. 32-BC-16, Menara Q Sentral, 2A, Jalan Stesen Sentral 2, KL Sentral
Kuala Lumpur, N8, 50470
012-310 8919

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

06/17/2025

(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. G0447T118

1

Name of reporting person

ARB IOT 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)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

(1) The percentages used herein are calculated based upon 1,765,256 ordinary shares outstanding as of June 23, 2025.

SCHEDULE 13D

CUSIP No. G0447T118

1

Name of reporting person

Nexura Solutions Sdn. Bhd.

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

MALAYSIA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

(1) The percentages used herein are calculated based upon 1,765,256 ordinary shares outstanding as of June 23, 2025.

SCHEDULE 13D

CUSIP No. G0447T118

1

Name of reporting person

CAHAYA FANTASI SDN BHD

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

MALAYSIA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

(1) The percentages used herein are calculated based upon 1,765,256 ordinary shares outstanding as of June 23, 2025.

SCHEDULE 13D

CUSIP No. G0447T118

1

Name of reporting person

Norasekein Binti Hassan @ Wari

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

MALAYSIA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 83,376.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 83,376.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

83,376.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.7 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

(1) The percentages used herein are calculated based upon 1,765,256 ordinary shares outstanding as of June 23, 2025.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Ordinary Shares, $0.0015 par value
(b)	Name of Issuer: ARB IOT Group Limited
(c)	Address of Issuer's Principal Executive Offices: Level 39, Marina Bay Financial Centre Tower 2, 10 Marina Boulevard, SINGAPORE , 018983.
Item 1 Comment: This Amendment No. 1 to Schedule 13D ("Amendment No. 1") amends and supplements the information set forth in the Schedule 13D filed by the Reporting Persons with the U.S. Securities and Exchange Commission (the "SEC") on November 5, 2024 (together with this Amendment No. 1, the "Schedule 13D"), relating to the ordinary shares, par value $0.0015 per share of ARB IOT Group Limited, an exempted company incorporated in the Cayman Islands. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms previously reported in the Schedule 13D. Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported in the Schedule 13D. This Amendment No. 1 is the final amendment to the Schedule 13D and constitutes an "exit filing" for the Reporting Persons.
Item 5.	Interest in Securities of the Issuer
(a)	See rows (11) and (13) of the cover page to this Amendment No. 1 for the aggregate number and percentage of the ordinary shares beneficially owned by each Reporting Person.
(b)	See rows (7) through (10) of the cover page to this Amendment No. 1 for the shares as to which each Reporting Person has the sole or shared voting power and sole or shared dispositive power.
(c)	On June 9, 2025, ARB IOT Limited distributed the entire shares it held in the Issuer to its sole owner, Nexura Solutions Sdn. Bhd., formerly known as ARB Holdings Sdn Bhd. On June 9, 2025, Nexura Solutions Sdn. Bhd. further distributed such shares of the Issuer to its sole owner, Cahaya Fantasi Sdn Bhd. On June 9, 2025, Cahaya Fantasi Sdn Bhd subsequently declared a distribution of these shares of the Issuer to its six shareholders in proportion to their respective ownership interests in Cahaya Fantasi Sdn Bhd. On June 17, 2025, the six shareholders received their respective portions of these shares of the Issuer. As a result of these distributions, the Reporting Persons, except for Norasekein Binti Hassan @ Wari, no longer beneficially own any of the Issuer's outstanding ordinary shares. Following these distributions, Norasekein Binti Hassan @ Wari only beneficially owns 83,376 ordinary shares of the Issuer, through BIDANG BARAT SDN BHD.
(e)	On June 17, 2025, the Reporting Persons ceased to be the beneficial owners of more than five percent of the ordinary shares of the Issuer.

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.

ARB IOT Limited

Signature:	/s/ Norasekein Binti Hassan @ Wari
Name/Title:	Norasekein Binti Hassan @ Wari/Director
Date:	06/23/2025

Nexura Solutions Sdn. Bhd.

Signature:	/s/ Norasekein Binti Hassan @ Wari
Name/Title:	Norasekein Binti Hassan @ Wari/Director
Date:	06/23/2025

CAHAYA FANTASI SDN BHD

Signature:	/s/ Norasekein Binti Hassan @ Wari
Name/Title:	Norasekein Binti Hassan @ Wari/Director
Date:	06/23/2025

Norasekein Binti Hassan @ Wari

Signature:	/s/ Norasekein Binti Hassan @ Wari
Name/Title:	Norasekein Binti Hassan @ Wari
Date:	06/23/2025

FAQ

Why did ARB IOT Group (ARBB) receive an amended Schedule 13D on 29 June 2025?

The filing reports share distributions that reduced the reporting group’s ownership below 5 %, triggering a final "exit" Schedule 13D/A.

How many ARBB shares does Norasekein Binti Hassan @ Wari currently own?

The filing states she beneficially owns 83,376 ordinary shares, representing 4.7 % of outstanding shares.

Which entities no longer hold any ARBB shares after the June 2025 distributions?

ARB IOT Limited, Nexura Solutions Sdn. Bhd. and Cahaya Fantasi Sdn. Bhd. each report owning 0 shares following the transactions.

What is the total number of ARBB ordinary shares outstanding used in the filing’s calculations?

The amendment uses 1,765,256 ordinary shares outstanding as of 23 June 2025.

Does the filing disclose any purchase or sale price for the distributed shares?

No. The shares were distributed to parent and individual shareholders; no sale consideration or pricing details are provided.