| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Ordinary shares, par value US$ 0.0020 per share |
| (b) | Name of Issuer:
BitVentures Ltd |
| (c) | Address of Issuer's Principal Executive Offices:
15TH FLOOR, AIA CENTRAL,, 1 CONNAUGHT ROAD CENTRAL,, HONG KONG,
HONG KONG
, 00000. |
Item 1 Comment:
This Amendment No. 2 (this "Amendment No. 2" 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, as amended by Amendment No.1 filed on November 12, 2025 ("Amendment No. 1"), by Carmel Holdings Limited.
This Amendment No. 2 is being filed to reflect (i) the change of the Issuer's name from Santech Holdings Limited to BitVentures Limited, (ii) the termination of the Issuer's American depositary receipt program and the substitution listing of the Issuer's ordinary shares on The Nasdaq Capital Market, (iii) the reverse share split effected through a share consolidation, and (iv) the transfer of ownership and control of Carmel Holdings Limited to The Raku Foundation.
Unless otherwise defined herein, capitalized terms used in this Amendment No. 2 shall have the meanings ascribed to them in the original Schedule 13D and the Amendment No. 1.
Except as amended and supplemented hereby, the information set forth in the original Schedule 13D and the Amendment No. 1 remains unchanged. |
| Item 2. | Identity and Background |
|
| (a) | This Schedule 13D/A is being filed jointly by (i) Carmel Holdings Limited ("Carmel"), and (ii) The Raku Foundation, a Cayman Islands foundation company ("Raku Foundation" and, together with Carmel, the "Reporting Persons").
The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is attached as Exhibit 99.1 hereto. |
| (b) | The principal business address and office of Carmel Holdings Limited is Portcullis Chambers, 4th Floor, Ellen Skelton Building, 3076 Sir Francis Drake Highway, Road Town, Tortola, VG1110, British Virgin Islands.
The principal business address and office of The Raku Foundation is: Windward 1, Regatta Office Park, P.O. Box 897, Grand Cayman KY1-1103, Cayman Islands. |
| (c) | The principal business of Carmel Holdings Limited is investment holdings.
Raku Foundation is a foundation company incorporated in the Cayman Islands engaged in investment holdings, philanthropy and related commercial and charitable purposes.
|
| (d) | The Reporting Persons have not, during the last five years, been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | The Reporting Persons have not, during the last five years, been 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) | Carmel Holdings Limited is incorporated in the British Virgin Islands as a BVI Business Company. The Raku Foundation is organized under the laws of the Cayman Islands.
Mr. Lok is not a Reporting Person and, based on information provided to the Reporting Persons, does not retain any direct or indirect voting or dispositive power with respect to the Ordinary Shares reported herein. |
| Item 3. | Source and Amount of Funds or Other Consideration |
| | On February 25, 2026, Mr. Lok completed an irrevocable transfer of all of the issued and outstanding equity interests of Carmel to Raku Foundation for no cash consideration as part of a succession planning and philanthropic structure. No funds were used by the Reporting Persons in connection with such transfer. |
| Item 4. | Purpose of Transaction |
| | On February 25, 2026, Mr. Lok completed an irrevocable transfer of all of the issued and outstanding equity interests of Carmel to Raku Foundation for succession planning and philanthropic purposes.
Other than as described in this Amendment No. 2, the Reporting Persons do not have any present plans or proposals that would result in any of the actions described in paragraphs (a) through (j) of Item 4 of Schedule 13D. |
| Item 5. | Interest in Securities of the Issuer |
| (a) | As of February 25, 2026, (i) Carmel is the owner of record of 5,693,131 Ordinary Shares, representing approximately 67.8% of the Issuer's issued and outstanding Ordinary Shares (based on 8,400,115 Ordinary Shares outstanding), and (ii) Raku Foundation may be deemed to beneficially own (within the meaning of Rule 13d-3 under the Exchange Act) the same 5,693,131 Ordinary Shares by virtue of its ownership and control of Carmel. |
| (b) | Carmel has sole voting power and sole dispositive power with respect to the Ordinary Shares held of record by it. Raku Foundation may be deemed to share voting power and dispositive power with respect to such Ordinary Shares by virtue of its ownership and control of Carmel. |
| (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) | To the best knowledge of the Reporting Persons, no person (other than the Reporting Persons) 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 reported herein. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
| | The information set forth in Items 2, 3, 4 and 5 of this Amendment No. 2 is incorporated herein by reference. Raku Foundation's indirect voting and dispositive power with respect to the Ordinary Shares arises from its ownership and control of Carmel. |
| Item 7. | Material to be Filed as Exhibits. |
| | Exhibit 99.1: Joint Filing Agreement, dated February 25, 2026, by and between Carmel Holdings Limited and The Raku Foundation. |
