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

Rhea-AI Filing Summary

Amendment No. 1 to Schedule 13D discloses that Malaysian businessman Dato’ Sri Liew Kok Leong and his controlled entity Ukay One Sdn. Bhd. have raised their collective ownership of ARB IOT Group Ltd. (ARBB) to 478,024 ordinary shares, or 27.1 % of the 1,765,256 shares outstanding as of 6 Aug 2025.

• Ukay One executed three open-market purchases funded with personal cash: 86,288 shares (1 Aug 2025), 54,395 shares (4 Aug 2025) and 77,786 shares (5 Aug 2025), adding 218,469 shares in total.
• Resulting standalone holdings: Ukay One – 326,842 shares (18.5 %); Liew – 151,182 shares directly plus shared voting/dispositive power over Ukay One’s stake.

The filing states the purpose is investment only; the reporting persons have no current plans involving mergers, asset sales, governance changes or any other actions listed under Items 4(a)-(j) of Schedule 13D.

No other transactions were effected in the past 60 days. Certification is signed by Dato’ Sri Liew on behalf of himself and Ukay One.

Positive

• Insider confidence: 218,469 shares purchased on the open market within three days, raising beneficial stake to 27.1 %.
• Significant voting power: Combined holdings give the filer material influence over shareholder decisions without activist intent.

Negative

• None.

Insights

Securities Analyst

TL;DR: Insider boosts stake to 27 %; signals confidence but no change-of-control intent.

The addition of 218k shares lifts Liew’s beneficial ownership to more than a quarter of ARBB’s float, a level that can materially influence voting outcomes. Open-market buys with personal funds often read as a bullish signal, implying management’s conviction in future prospects. However, because the filer expressly rules out activist intentions, immediate strategic impact appears limited. Liquidity is modest (1.8 m shares o/s), so further accumulation could tighten float and heighten volatility. Overall impact: moderately positive sentiment with low governance risk.

Corporate Governance Expert

TL;DR: Concentrated ownership rises; governance balance unchanged.

Liew’s 27 % position remains below key U.S. takeover thresholds (e.g., 30 % in certain jurisdictions) and no coordination with other shareholders is indicated, reducing the probability of mandatory offer triggers. The passive language under Item 4 limits near-term board or control moves, but such a stake gives meaningful influence over ordinary resolutions. Investors should monitor any future filings that might hint at strategic shifts or further purchases that push ownership toward controlling levels. Current disclosure is complete and compliant.

08/06/2025 - 09:58 PM

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)

Dato' Sri Liew Kok Leong
No. 32-BC-16 Menara Q Sentral,, 2A, Jalan Stesen Sentral 2 KL Sentral
Kuala Lumpur W.P, N8, 50470
60 12-393 1809

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

08/01/2025

(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

Dato' Sri Liew Kok Leong

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

MALAYSIA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 151,182.00
8	Shared Voting Power 326,842.00
9	Sole Dispositive Power 151,182.00
10	Shared Dispositive Power 326,842.00

11

Aggregate amount beneficially owned by each reporting person

478,024.00

12

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

13

Percent of class represented by amount in Row (11)

27.1 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

The percentages reported herein are calculated based upon 1,765,256 ordinary shares outstanding as of August 6, 2025.

SCHEDULE 13D

CUSIP No. G0447T118

1

Name of reporting person

Ukay One 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)

PF

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 326,842.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 326,842.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

326,842.00

12

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

13

Percent of class represented by amount in Row (11)

18.5 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

The percentages reported herein are calculated based upon 1,765,256 ordinary shares outstanding as of August 6, 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 February 9, 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. 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.
Item 3.	Source and Amount of Funds or Other Consideration
	On August 1, 2025, Ukay One Sdn. Bhd. acquired 86,288 ordinary shares on the open market using its personal funds at market price. On August 4, 2025, Ukay One Sdn. Bhd. acquired an additional 54,395 ordinary shares on the open market using its personal funds at market price. On August 5, 2025, Ukay One Sdn. Bhd. acquired an additional 77,786 ordinary shares on the open market using its personal funds at market price.
Item 4.	Purpose of Transaction
	The securities held by the Reporting Persons were acquired in connection with the transaction described in Item 3 above. The Reporting Persons have made no proposals, and have entered into no agreements, which would be related to or would result in any of the events or matters described in part (a) through (j) of Item 4 of Schedule 13D.
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)	Other than the transactions discussed in Item 3 hereof, the contents of which are incorporated herein by reference, the Reporting Persons did not effect any transactions in the Issuer's securities within the past 60 days.

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.

Dato' Sri Liew Kok Leong

Signature:	/s/ Dato' Sri Liew Kok Leong
Name/Title:	Dato' Sri Liew Kok Leong
Date:	08/06/2025

Ukay One Sdn. Bhd.

Signature:	/s/ Dato' Sri Liew Kok Leong
Name/Title:	Dato' Sri Liew Kok Leong / Director
Date:	08/06/2025

FAQ

How many ARBB shares does Dato’ Sri Liew Kok Leong now control?

He beneficially owns 478,024 ordinary shares, representing 27.1 % of shares outstanding.

What purchases triggered this Schedule 13D/A amendment?

Ukay One bought 86,288 shares on 1 Aug 2025, 54,395 on 4 Aug 2025, and 77,786 on 5 Aug 2025, funded with personal cash.

Does the filing indicate any plans for a takeover or board change at ARBB?

No. Item 4 states the securities were acquired for investment and no proposals or agreements relating to control changes are planned.

What percentage of ARBB’s outstanding shares does Ukay One alone own?

Ukay One holds 326,842 shares, equal to 18.5 % of the outstanding ordinary shares.

When was the beneficial ownership percentage calculated?

Percentages are based on 1,765,256 ordinary shares outstanding as of 6 Aug 2025.