Etoiles CEO holds 68% of EFTY Class A shares

Rhea-AI Filing Summary

ETOILES CAPITAL GROUP CO., LTD (EFTY) has a new Schedule 13D disclosing the beneficial ownership of its Class A Ordinary Shares by Etoiles Zeneo Investment Ltd and its sole owner, Kit Shing Cheung, who is Director, CEO and Chairperson of the Board.

Etoiles Zeneo Investment Ltd reports beneficial ownership of 10,287,000 Class A Ordinary Shares, representing 68.08% of the Class A Ordinary Shares outstanding, based on 15,110,000 Class A Ordinary Shares. This stake is held with sole voting and dispositive power and is attributed to Mr. Cheung through his 100% ownership of Etoiles Zeneo.

The filing describes a November 4, 2024 share re-designation into Class A and Class B, issuances of Class A and Class B shares to Etoiles Zeneo, partial sales of Class A shares to five investors, and subsequent voluntary surrender and cancellation of a total of 10,000,000 Class B shares, leaving Etoiles Zeneo holding only the 10,287,000 Class A Ordinary Shares. The reporting persons state they may in the future review or change their position and may consider influencing the issuer’s management or Board.

Key Figures

Beneficially owned Class A Ordinary Shares: 10,287,000 shares Percent of Class A represented: 68.08% Class A Ordinary Shares outstanding: 15,110,000 shares +5 more

8 metrics

Beneficially owned Class A Ordinary Shares 10,287,000 shares Class A Ordinary Shares beneficially owned by Etoiles Zeneo Investment Ltd and attributed to Kit Shing Cheung

Percent of Class A represented 68.08% Percentage of Class A Ordinary Shares beneficially owned relative to 15,110,000 Class A shares outstanding

Class A Ordinary Shares outstanding 15,110,000 shares Total Class A Ordinary Shares used as the basis for ownership percentage calculation

Class A shares sold to Doublefortuna Company Limited 661,500 shares Transferred on November 4, 2024 under a sale and purchase agreement

Consideration from Doublefortuna Company Limited US$125,642 Payment for acquiring 4.90% of the issued Class A equity interests

Class B Ordinary Shares surrendered and cancelled 10,000,000 shares Two voluntary surrenders of 5,000,000 Class B shares each approved on May 8, 2025 and July 14, 2026

Class A shares initially issued to Etoiles Zeneo 13,490,000 shares Class A Ordinary Shares of par value US$0.0001 each issued on November 4, 2024

Class B shares initially issued to Etoiles Zeneo 10,000,000 shares Class B Ordinary Shares of par value US$0.0001 each issued on November 4, 2024

Key Terms

Schedule 13D, beneficially owned, sole voting power, sole dispositive power, +2 more

6 terms

Schedule 13D regulatory

"If the filing person has previously filed a statement on Schedule 13G to report"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

beneficially owned financial

"Number of Shares Beneficially Owned by Each Reporting Person With"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

sole voting power financial

"Number of Shares Beneficially Owned by Each Reporting Person With: | 7 | Sole Voting Power"

Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.

sole dispositive power financial

"Number of Shares Beneficially Owned by Each Reporting Person With: | 9 | Sole Dispositive Power"

Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.

Class A Ordinary Shares financial

"Title of Class of Securities: Class A Ordinary Shares"

Class A ordinary shares are a type of ownership stake in a company that typically grants voting rights to shareholders, allowing them to have a say in important company decisions. They often come with priority in receiving dividends or profits, making them attractive to investors seeking influence and potential income. These shares help distinguish different levels of ownership and rights within a company's stock structure.

Class B Ordinary Shares financial

"50,000,000 Class B Ordinary Shares of par value of US$0.0001 each"

Class B ordinary shares are a type of ownership stake in a company that typically come with different voting rights or privileges compared to other share classes. For investors, they represent a way to hold part of the company’s value and influence its decisions, often with fewer voting rights than Class A shares. Understanding these shares helps investors assess their level of control and potential returns within a company.

FAQ

How many EFTY Class A shares do Etoiles Zeneo Investment Ltd and Kit Shing Cheung own?

They report beneficial ownership of 10,287,000 Class A Ordinary Shares of EFTY. These shares are held with sole voting and sole dispositive power through Etoiles Zeneo Investment Ltd, which is wholly owned by Kit Shing Cheung.

What percentage of EFTY’s Class A shares does the reporting group control?

The reporting persons state they beneficially own 68.08% of EFTY’s Class A Ordinary Shares. This percentage is calculated based on 15,110,000 Class A Ordinary Shares outstanding as of the date referenced in the Schedule 13D.

Who is Kit Shing Cheung in relation to EFTY?

Kit Shing Cheung is described as a director at Etoiles Capital Group Co., Ltd, acting as Director, CEO and Chairperson of the Board of Directors. He also wholly owns Etoiles Zeneo Investment Ltd, which holds the reported EFTY Class A shares.

How did Etoiles Zeneo Investment Ltd’s ownership in EFTY Class A shares evolve?

On November 4, 2024, Etoiles Zeneo received 13,490,000 Class A and 10,000,000 Class B shares and re-designated 10,000 ordinary shares into Class A. It then sold portions of its Class A holdings to five investors and later surrendered 10,000,000 Class B shares for cancellation.

What was the total consideration from the November 4, 2024 Class A share sales?

Etoiles Zeneo sold Class A equity interests of 4.90%, 4.60%, 4.70%, 4.70%, and 4.90% to five entities for considerations of US$125,642, US$117,949, US$120,513, US$120,513, and US$125,642, respectively.

Do the reporting persons indicate any plans regarding control or strategy at EFTY?

They state they currently have no specific plans described in the relevant regulatory subparagraphs but may review, reconsider and change their position, and may seek to influence management or the Board of the issuer regarding its business and affairs.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/31/2026 - 11:53 AM Accepted by SEC EDGAR 08/31/2026 - 11:53 AM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Etoiles Capital Group Co., Ltd

(Name of Issuer)

Class A Ordinary Shares

(Title of Class of Securities)

G3139J109

(CUSIP Number)

Kit Shing, CHEUNG
Vistra Corporate Services Cente, Wickhams Cay II
Road Town, Tortola, D8, VG1110
852-2398-8699

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

08/07/2025

(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).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): G3139J109

1

Name of reporting person

Etoiles Zeneo Investment Ltd

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

VIRGIN ISLANDS, BRITISH

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 10,287,000.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 10,287,000.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

10,287,000.00

12

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

13

Percent of class represented by amount in Row (11)

68.08 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

Percentage of ownership is based on 15,110,000 Class A Ordinary Shares, consisting of 15,110,000 as of the date of this Schedule 13D.

SCHEDULE 13D

CUSIP Number(s): G3139J109

1

Name of reporting person

Kit Shing, CHEUNG

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 10,287,000.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 10,287,000.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

10,287,000.00

12

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

13

Percent of class represented by amount in Row (11)

68.08 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Represents 10,287,000 Class A Ordinary Shares held by Etoiles Zeneo Investment Ltd as of the date hereof. Etoiles Zeneo Investment Ltd, a British Virgin Islands business company wholly owned by Mr. Kit Shing, CHEUNG, our Director, CEO and Chairperson of the Board of Directors of the Company. Percentage of ownership is based on 15,110,000 Class A Ordinary Shares, consisting of 15,110,000 as of the date of this Schedule 13D.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A Ordinary Shares
(b)	Name of Issuer: Etoiles Capital Group Co., Ltd
(c)	Address of Issuer's Principal Executive Offices: Unit 03-04, 25/F, Cosco Tower, 183 Queen's Road Central, Sheung wan, HONG KONG , 0000.
Item 2.	Identity and Background
(a)	This Statement is being jointly filed by Etoiles Zeneo Investment Ltd, a British Virgin Islands business company, and Kit Shing, CHEUNG, an individual (together, the "Reporting Person"), pursuant to a joint filing agreement, dated August 31, 2026 (the "Joint Filing Agreement"), which is filed as Exhibit 99.1 to this Schedule 13D and is incorporated by reference herein.
(b)	The business address of the Reporting Person is Vistra Corporate Services Cente, Wickhams Cay II, Road Town, Tortola VG1110, British Virgin Islands. The principal address of Kit Shing, CHEUNG is Unit 03-04, 25/F, Cosco Tower, 183 Queen's Road Central, Sheung Wan, Hong Kong , Hong Kong.
(c)	The principal business of Etoiles Zeneo Investment Ltd is a holding company of its passive investment. Kit Shing, CHEUNG's principal occupation or employment is director at Etoiles Capital Group Co., Ltd, acting as Director, CEO and Chairperson of the Board of Directors, and is located at Unit 03-04, 25/F, Cosco Tower, 183 Queen's Road Central, Sheung Wan, Hong Kong , Hong Kong.
(d)	None.
(e)	None.
(f)	Etoiles Zeneo Investment Ltd is a British Virgin Islands company. Kit Shing, CHEUNG is a citizen of Hong Kong.
Item 3.	Source and Amount of Funds or Other Consideration
	On November 4, 2024, Etoiles Capital Group Co., Ltd (the "Company") passed board resolutions and shareholder resolutions to re-designate our authorized share capital from US$50,000 divided into 500,000,000 ordinary shares of par value US$0.0001 each to US$50,000 divided into (i) 450,000,000 Class A Ordinary Shares of par value of US$0.0001 each and (ii) 50,000,000 Class B Ordinary Shares of par value of US$0.0001 by re-designating (a) 449,990,000 authorized but unissued ordinary shares of par value of US$0.0001 each into 449,990,000 Class A Ordinary Shares of par value of US$0.0001 each; and (b) 50,000,000 authorized but unissued ordinary shares of par value of US$0.0001 each into 50,000,000 Class B Ordinary Shares of par value of US$0.0001 each, and re-designating a total of 10,000 issued ordinary shares of par value of US$0.0001 owned by Etoiles Zeneo Investment Limited into 10,000 Class A ordinary shares of par value of US$0.0001 each. Simultaneously, the Company issued 13,490,000 Class A ordinary shares of par value of US$0.0001 each and 10,000,000 Class B ordinary shares of par value of US$0.0001 each to Etoiles Zeneo Investment Limited. On November 4, 2024, Etoiles Zeneo Investment Limited entered into five sale and purchase agreements (the "Sale and Purchase Agreements") with Doublefortuna Company Limited, Easy Cargo Management Inc, Enbo Holdings Group Limited, La Dicha Group Limited and Quantum Pinnacle Company Limited, respectively. Pursuant to the Sales and Purchase Agreements, Etoiles Zeneo Investment Limited sold, and Doublefortuna Company Limited, Easy Cargo Management Inc, Enbo Holdings Group Limited, La Dicha Group Limited and Quantum Pinnacle Company Limited acquired, 4.90%, 4.60%, 4.70%, 4.70% and 4.90% of the issued Class A equity interests in the Company, at the consideration of US$125,642, US$117,949, US$120,513, US$120,513 and US$125,642, respectively. On the same date, Etoiles Zeneo Investment Limited executed the instrument of transfers whereby Etoiles Zeneo Investment Limited have transferred 661,500, 621,000, 634,500, 634,500 and 661,500 Class A Ordinary Shares, out of its 13,500,000 Class A Ordinary Shares, to Doublefortuna Company Limited, Easy Cargo Management Inc, Enbo Holdings Group Limited, La Dicha Group Limited and Quantum Pinnacle Company Limited, respectively. Subsequent to the transfers, Etoiles Zeneo Investment Limited held 10,287,000 Class A Ordinary Shares and 10,000,000 Class B Ordinary Shares of the Company. On May 8, 2025 and July 14, 20[MT5.1]26, Etoiles Zeneo Investment Limited proposed to voluntarily surrender 5,000,000 Class B Ordinary Shares and 5,000,000 Class B Ordinary Shares to the Company for no consideration for the cancellation, and the Company approved the surrender and cancellation of such shares on May 8, 2025 and July 14, 20[MT6.1]26, respectively. Subsequently, Etoiles Zeneo Investment Limited held 10,287,000 Class A Ordinary Shares of the Company.
Item 4.	Purpose of Transaction
	Except as set forth in this Item 4, none of the Reporting Persons has any present plans or proposals that relate to or would result in any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D, the Reporting Person, at any time, and from time to time, may review, reconsider and change their position and/or change their purpose and/or develop such plans and may seek to influence management of the Issuer or the Board of Directors with respect to the business and affairs of the Issuer and may from time to time consider pursuing or proposing such matters with advisors, the Issuer, or other persons. The Reporting Persons may consider such matters in the future and, subject to applicable law or other restrictions, may formulate other purposes, plans, or proposals regarding the Issuer or the ordinary shares that may be deemed to be beneficially owned by the Reporting Persons, or take any other actions that could involve one or more of the types of transactions or have one or more of the results described in clauses (a) through (j) of Item 4 of Schedule 13D.
Item 5.	Interest in Securities of the Issuer
(a)	the information contained in rows 7, 8, 9, 10, 11, and 13 on the cover pages of this Schedule 13D (including the footnotes thereto) is incorporated by reference into this Item 5.
(b)	the information contained in rows 7, 8, 9, 10, 11, and 13 on the cover pages of this Schedule 13D (including the footnotes thereto) is incorporated by reference into this Item 5.
(c)	To the best knowledge of the Reporting Persons, except as disclosed in this Schedule 13D, none of the Reporting Persons has effected any transactions relating to the ordinary shares of the Issuer during the past 60 days.
(d)	To the knowledge of the Reporting Persons, no person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of the ordinary shares held by the Reporting Persons.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	To the knowledge of the Reporting Persons, except for the matters described in this Schedule 13D, there is no contract, arrangement, understanding or relationship (legal or otherwise) among the Reporting Person or between the Reporting Persons and any other person with respect to any securities of the Issuer.
Item 7.	Material to be Filed as Exhibits.
	99.1 Joint Filing Agreement, dated August 31, 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.

Etoiles Zeneo Investment Ltd

Signature:	/s/ Kit Shing, CHEUNG
Name/Title:	Kit Shing, CHEUNG, Director
Date:	08/31/2026

Kit Shing, CHEUNG

Signature:	/s/ Kit Shing, CHEUNG
Name/Title:	Kit Shing, CHEUNG
Date:	08/31/2026