Seng Jin LEE and Cre8 Investments disclose 6.435M Class A, 4.5M Class B shares

Rhea-AI Filing Summary

Cre8 Enterprise Limited pre-IPO shareholders Mr. Seng Jin LEE and Cre8 Investments Limited filed a Schedule 13D disclosing beneficial ownership of 6,435,000 Class A ordinary shares and 4,500,000 Class B ordinary shares. Based on the issuer's prospectus and Form 6-K, these holdings represent approximately 32.72% of Class A and 87.93% of the aggregate voting power of issued Class A and Class B shares because each Class B share carries 20 votes versus one vote for each Class A share. An Acting-in-Concert Agreement designates Mr. Seng Jin LEE as sole representative with exclusive authority to direct the vote of the parties to that agreement. The shares were acquired through the issuer's group reorganization in connection with its incorporation and IPO preparation.

Positive

• Clear disclosure of aggregate holdings (6,435,000 Class A and 4,500,000 Class B) and voting power
• Acting-in-Concert Agreement is filed and described, identifying Mr. Seng Jin LEE as sole voting representative
• Sources cited for share counts (issuer prospectus on Form 424B4 and Form 6-K)

Negative

• Highly concentrated voting power (approximately 87.93%) under control of related parties, which may limit minority shareholder influence
• Dual-class share structure causes a large divergence between economic ownership of Class A (32.72%) and voting control

Insights

Financial Analyst

TL;DR: Significant pre-IPO ownership but equity/voting split concentrates control through Class B shares.

The filing confirms large insider ownership by Cre8 Investments Limited and Mr. Seng Jin LEE, with 6,435,000 Class A shares and 4,500,000 Class B shares resulting in nearly 88% of voting power. For investors, the key point is that economic interest in Class A (32.72%) differs sharply from voting control due to dual-class structure. The disclosure cites the prospectus and Form 6-K as the basis for share counts and explains the family ownership and acting-in-concert voting arrangement, which centralizes voting decisions under Mr. LEE. This is material to governance and control expectations post-IPO.

Corporate Governance Expert

TL;DR: The Acting-in-Concert Agreement and dual-class shares create concentrated voting control under one representative.

The Schedule 13D details an explicit Acting-in-Concert Agreement that vests sole voting authority in Mr. Seng Jin LEE for shares held by the parties to the agreement. Combined with Class B shares having 20 votes each, this structure effectively centralizes corporate control. The filing identifies owners, ownership percentages of Cre8 Investments Limited, and the board composition of the holding company, providing clear governance disclosures. This is a material governance fact that investors should note when assessing shareholder influence and board accountability.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Cre8 Enterprise Ltd

(Name of Issuer)

Class A Ordinary shares, with no par value

(Title of Class of Securities)

G2R63D105

(CUSIP Number)

c/o Sze Ting CHO
1/F, China Building, 29 Queen's Road Central,
HONG KONG, K3, 00000
852 3693 2688

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

07/22/2025

(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. G2R63D105

1

Name of reporting person

Seng Jin LEE

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:

7	Sole Voting Power 6,435,000.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 6,435,000.00

11

Aggregate amount beneficially owned by each reporting person

6,435,000.00

12

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

13

Percent of class represented by amount in Row (11)

32.72 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

(1) Cre8 Investments Limited owns 6,435,000 class A ordinary shares and 4,500,000 class B ordinary shares of Cre8 Enterprise Limited (the "Issuer"), representing approximately 87.93% of the aggregate voting power of the Issuer's issued and outstanding Class A and Class B Ordinary Shares. Cre8 Investments Limited is a limited liability company incorporated under the laws of the British Virgin Islands, which is 57.14% owned by Mr. Seng Jin LEE, 14.29% owned by Mr. Xian Hong Jordan LEE and 28.57% owned by Mr. Kit Ying SHAM. Cre8 Investments Limited is governed by a Board of Directors consisting of Mr. Seng Jin LEE and Ms. Yee Lan Peggy SHAM. Mr. Seng Jin LEE is the father of Mr. Xian Hong Jordan LEE and son-in-law of Mr. Kit Ying SHAM. Mr. Seng Jin LEE may be deemed the beneficial owner of the shares held by Cre8 Investments Limited, and therefore, holds the voting power over the Class A Ordinary Shares and Class B Ordinary Shares held by Cre8 Investments Limited. Each of the Class A Ordinary Shares has one vote per share, while each of the Class B Ordinary Shares has twenty (20) votes per share. The registered address of Cre8 Investments Limited is at Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, BVI. (2) The calculation is based on 19,667,500 Class A Ordinary Shares and 4,500,000 Class B Ordinary Shares of the Issuer, as reported in the Issuer's prospectus on Form 424B4 filed with the U.S. Securities and Exchange Commission (the "SEC") on July 22, 2025 and the report on Form 6-K filed with the SEC on July 30, 2025.

SCHEDULE 13D

CUSIP No. G2R63D105

1

Name of reporting person

Cre8 Investments 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)

WC

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:

7	Sole Voting Power 6,435,000.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 6,435,000.00

11

Aggregate amount beneficially owned by each reporting person

6,435,000.00

12

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

13

Percent of class represented by amount in Row (11)

32.72 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

(1) Cre8 Investments Limited owns 6,435,000 class A ordinary shares and 4,500,000 class B ordinary shares of the Issuer, representing approximately 87.93% of the aggregate voting power of the Issuer's issued and outstanding Class A and Class B Ordinary Shares. Cre8 Investments Limited is a limited liability company incorporated under the laws of the British Virgin Islands, which is 57.14% owned by Mr. Seng Jin LEE, 14.29% owned by Mr. Xian Hong Jordan LEE and 28.57% owned by Mr. Kit Ying SHAM. Cre8 Investments Limited is governed by a Board of Directors consisting of Mr. Seng Jin LEE and Ms. Yee Lan Peggy SHAM. Mr. Seng Jin LEE is the father of Mr. Xian Hong Jordan LEE and son-in-law of Mr. Kit Ying SHAM. Mr. Seng Jin LEE may be deemed the beneficial owner of the shares held by Cre8 Investments Limited, and therefore, holds the voting power over the Class A Ordinary Shares and Class B Ordinary Shares held by Cre8 Investments Limited. Each of the Class A Ordinary Shares has one vote per share, while each of the Class B Ordinary Shares has twenty (20) votes per share. The registered address of Cre8 Investments Limited is at Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, BVI. (2) The calculation is based on 19,667,500 Class A Ordinary Shares and 4,500,000 Class B Ordinary Shares of the Issuer, as reported in the Issuer's prospectus on Form 424B4 filed with the SEC on July 22, 2025 and the report on Form 6-K filed with the SEC on July 30, 2025.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A Ordinary shares, with no par value
(b)	Name of Issuer: Cre8 Enterprise Ltd
(c)	Address of Issuer's Principal Executive Offices: 1/F, China Building, 29 Queen's Road Central, HONG KONG, HONG KONG , 00000.
Item 2.	Identity and Background
(a)	This Schedule 13D is filed jointly by Mr. Seng Jin LEE and Cre8 Investments Limited (collectively, the "Reporting Persons").
(b)	The principal executive office of the Issuer is located at 1/F, China Building, 29 Queen's Road Central, Hong Kong. The registered address of Cre8 Investments Limited is at Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, BVI.
(c)	Cre8 Investments Limited, where Mr. Seng Jin LEE serves as a director, is an investment holding company primarily engaged in acquiring, holding, and managing equity interests in subsidiaries and other investments. It does not engage in direct business operations.
(d)	During the last five years, neither (1) Mr. Seng Jin LEE, nor (2) Cre8 Investments Limited nor any of its officers or directors has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	During the last five years, neither (1) Mr. Seng Jin LEE, nor (2) Cre8 Investments Limited nor any of its officers or directors has not 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)	Mr. Seng Jin LEE is a citizen of Singapore. Cre8 Investments Limited is a company incorporated under the laws of the British Virgin Islands.
Item 3.	Source and Amount of Funds or Other Consideration
	Mr. Seng Jin LEE acquired the shares beneficially owned by him as part of a group reorganization of the Issuer. The Issuer was incorporated under the laws of the British Virgin Islands on December 4, 2023. In connection with the incorporation, on the same date of its incorporation, the Issuer issued 3,575 Class A Ordinary Shares with no par value to Cre8 Investments Limited, at the consideration of US$1,430.00. As part of the reorganization in preparation for the Issuer's initial public offering, on December 12, 2023, Cre8 Investments Limited transferred 5,000,000 ordinary shares, representing the entire ownership interest of Cre8 (Greater China) Limited ("Cre8 Hong Kong"), the operating subsidiary of the Issuer, to Cre8 Incorporation Limited by way of a share exchange. In exchange for the entire ownership interests of Cre8 Hong Kong, the Issuer allotted and issued 2,500 Class B Ordinary Shares to Cre8 Investments Limited. Cre8 Investments Limited: WC Mr. Seng Jin LEE: PF
Item 4.	Purpose of Transaction
	The Reporting Persons are pre-IPO shareholder of the Issuer. The Reporting Persons hold the Shares for investment purposes. Except as set forth herein, the Reporting Persons do not have any present plans or proposals which relate to or would result in any of the transactions described in paragraphs (a) through (j) of this Item 4.
Item 5.	Interest in Securities of the Issuer
(a)	Incorporated by reference to Items 11 and 13 of the Cover Page. As of the date hereof, Mr. Seng Jin LEE may be deemed to beneficially own an aggregate of 6,435,000 class A ordinary shares and 4,500,000 class B ordinary shares of the Issuer held by Cre8 Investments Limited, representing approximately 87.93% of the total voting power of the Issuer's issued and outstanding share capital, based on 19,667,500 Class A Ordinary Shares and 4,500,000 Class B Ordinary Shares outstanding, as reported in the Issuer's prospectus on Form 424B4 filed with the SEC on July 22, 2025 and the report on Form 6-K filed with the SEC on July 30, 2025. Of these shares held through Cre8 Investments Limited, 57.14% are held directly by Mr. Seng Jin LEE, 14.29% owned by Mr. Xian Hong Jordan LEE (son of Mr. Seng Jin LEE), and 28.57% owned by Mr. Kit Ying SHAM (father-in-law of Mr. Seng Jin LEE). Pursuant to an Acting-in-Concert Agreement (the "Agreement"), Mr. Seng Jin LEE, Mr. Xian Hong Jordan LEE and Mr. Kit Ying SHAM have agreed to vote their respective shares collectively, and have designated Mr. Seng Jin LEE as the sole representative with exclusive authority to determine and direct the vote of all shares subject to the Agreement. By virtue of the Agreement, Mr. Seng Jin LEE has sole voting power over all shares held by the parties to the Agreement and therefore may be deemed to beneficially own all such shares under Rule 13d-3(a) of the Exchange Act. The other parties to the Agreement retain sole dispositive power over the shares they individually own.
(b)	Incorporated by reference to Items 7-10 of the Cover Page.
(c)	The Reporting Persons have not engaged in any transactions in the class of securities reported on that were effected during the past sixty days.
(d)	N/A
(e)	N/A
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Except as set forth herein, the Reporting Person has no contracts, arrangements, understandings, or relationships with respect to the Issuer's securities requiring disclosure under this Item 6.
Item 7.	Material to be Filed as Exhibits.
	Exhibit A - Share Subscription Letter by and between Cre8 Investments Limited and the Issuer. Exhibit B - Application for Shares submitted by Cre8 Investments Limited to the Issuer. Exhibit C - Acting in Concert Agreement. Exhibit D - Joint Filing Agreement.

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.

Seng Jin LEE

Signature:	/s/ Seng Jin LEE
Name/Title:	Seng Jin LEE / Shareholder
Date:	08/27/2025

Cre8 Investments Limited

Signature:	/s/ Seng Jin LEE
Name/Title:	Seng Jin LEE /Director at Cre8 Investments Limited
Date:	08/27/2025

FAQ

What stake does Mr. Seng Jin LEE report in CRE?

The filing reports beneficial ownership of 6,435,000 Class A shares and 4,500,000 Class B shares, with sole voting authority under the Acting-in-Concert Agreement.

How much voting power do the reporting persons control in Cre8 Enterprise Limited (CRE)?

Based on the prospectus and Form 6-K, the reported holdings represent approximately 87.93% of aggregate voting power of issued Class A and Class B shares.

Why does 32.72% ownership of Class A equate to much higher voting power?

Each Class B ordinary share carries 20 votes versus one vote per Class A share, concentrating voting power despite lower Class A percentage.

What agreement governs voting among the family shareholders?

An Acting-in-Concert Agreement among Mr. Seng Jin LEE, Mr. Xian Hong Jordan LEE, and Mr. Kit Ying SHAM designates Mr. Seng Jin LEE as sole representative with exclusive authority to direct votes.

How were the reported shares acquired?

The shares were held through Cre8 Investments Limited as part of the issuer's group reorganization and share allotments in connection with its incorporation and IPO preparation.