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GOWell Energy Technology: Hegro holds about 74%

GOWell Energy Technology shares: Hegro Well Pte.

(Moderate)

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Form Type
SCHEDULE 13D

Rhea-AI Filing Summary

GOWell Energy Technology shares: Hegro Well Pte. Ltd. received 28,571,430 ordinary shares as consideration in the business combination; the reporting persons state that no funds were used to acquire them. Hegro is the record holder, and Hegro, its parent Xi'an Gewei Petroleum Equipment Co., Ltd., Xi Zhang (the issuer's chairman) and Wenhua Liu (a director) may each be deemed to beneficially own and share voting and dispositive power over those same shares, representing approximately 74.0% of outstanding ordinary shares.

While Hegro, its affiliates and shareholders that have entered into an acting-in-concert agreement with Hegro collectively hold not less than 40% of the issuer's then-issued and outstanding ordinary and preferred shares, Hegro may appoint and maintain directors constituting 50% of the board and remove or replace those appointees. Under the business combination agreement, Hegro and Inflection Point Fund I LP, or their successors and assigns, may receive their allocable portion of up to 20,000,000 additional ordinary shares in three tranches if specified EBITDA targets for fiscal years 2026, 2027 and 2028 are achieved, as reported in the issuer's annual report filed with the SEC.

Ordinary shares held of record 28,571,430 shares Held by Hegro Well Pte. Ltd.; each reporting person may be deemed to beneficially own the same shares
Outstanding ordinary shares represented Approximately 74.0% Percentage represented by the 28,571,430 ordinary shares
Board appointment threshold Not less than 40% Collective holdings of Hegro, its affiliates and shareholders acting in concert with Hegro
Board representation 50% of the board Number of directors Hegro may appoint and maintain while the ownership threshold is met
Potential additional ordinary shares Up to 20,000,000 shares Potential allocable portion for Hegro and Inflection Point Fund I LP under the business combination agreement
Earnout tranches 3 tranches Tied to specified EBITDA targets for fiscal years 2026, 2027 and 2028
beneficial ownership regulatory
"beneficial ownership of the Ordinary Shares reported herein"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
shared voting power regulatory
"Shared Voting Power 28,571,430.00"
Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.
acting-in-concert agreement regulatory
"shareholders that have entered into an acting-in-concert agreement with Hegro"
Exchange Ratio financial
"based on the Exchange Ratio"
The exchange ratio is the number used to decide how many shares of one company you get for each share you own in another company during a merger or acquisition. It’s like a recipe that tells you how to swap shares fairly, ensuring both companies’ values are balanced. This ratio matters because it determines how ownership divides between the companies' shareholders.
allocable portion financial
"may receive their allocable portion of up to an aggregate of 20,000,000"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many GOW shares do the reporting persons beneficially own?

Hegro Well Pte. Ltd. holds 28,571,430 GOW ordinary shares of record, representing approximately 74.0% of outstanding ordinary shares. Hegro, its parent Xi'an Gewei, Xi Zhang and Wenhua Liu may each be deemed to beneficially own and share voting and dispositive power over the same shares.

Could GOW shareholders receive additional shares under the business combination?

Hegro Well Pte. Ltd. and Inflection Point Fund I LP, or their successors and assigns, may receive their allocable portion of up to 20,000,000 additional GOW ordinary shares in three tranches upon achievement of specified EBITDA targets for fiscal years 2026, 2027 and 2028, as reported in GOWell Energy Technology's annual report filed with the SEC.

How many GOW board members can Hegro appoint?

Hegro may appoint and maintain directors constituting 50% of the board while Hegro, its affiliates and shareholders that have entered into an acting-in-concert agreement with Hegro collectively hold not less than 40% of the issuer's then-issued and outstanding ordinary and preferred shares. Hegro may also remove and replace its appointees.

Did the GOW reporting persons make other share transactions in the past 60 days?

The reporting persons stated that none of them effected transactions in GOW ordinary shares during the past 60 days, except for the acquisition in connection with the business combination.

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

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Learn about SEC filing dates





G4067B100

(CUSIP Number)
Mr. Guillaume Borrel
1 Bulim Lane 2, #04-51/54,
Singapore, U0, 648110
1 (713) 909-2555

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
09/25/2026

(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




Comment for Type of Reporting Person:
(1) Represents 28,571,430 ordinary shares, par value $0.0001 per share, of GOWell Energy Technology held of record by Hegro Well Pte. Ltd. Hegro Well Pte. Ltd. is wholly owned by Xi'an Gewei Petroleum Equipment Co., Ltd., an entity controlled by Mr. Zhang. Mr. Zhang and Mrs. Liu are spouses and may be deemed to share voting and dispositive power over the shares held of record by Hegro Well Pte. Ltd.


SCHEDULE 13D




Comment for Type of Reporting Person:
(1) Represents 28,571,430 ordinary shares, par value $0.0001 per share, of GOWell Energy Technology held of record by Hegro Well Pte. Ltd., a wholly owned subsidiary of Xi'an Gewei Petroleum Equipment Co., Ltd. Accordingly, Xi'an Gewei Petroleum Equipment Co., Ltd. may be deemed to beneficially own, and share voting and dispositive power over, such shares. Xi'an Gewei Petroleum Equipment Co., Ltd. is controlled by Mr. Zhang.


SCHEDULE 13D




Comment for Type of Reporting Person:
(1) Represents 28,571,430 ordinary shares, par value $0.0001 per share, of GOWell Energy Technology held of record by Hegro Well Pte. Ltd. Hegro Well Pte. Ltd. is wholly owned by Xi'an Gewei Petroleum Equipment Co., Ltd., which is controlled by Mr. Zhang. Mr. Zhang and Mrs. Liu are spouses and may be deemed to share voting and dispositive power over the shares held of record by Hegro Well Pte. Ltd.


SCHEDULE 13D




Comment for Type of Reporting Person:
(1) Represents 28,571,430 ordinary shares, par value $0.0001 per share, of GOWell Energy Technology held of record by Hegro Well Pte. Ltd. Hegro Well Pte. Ltd. is wholly owned by Xi'an Gewei Petroleum Equipment Co., Ltd., which is controlled by Mr. Zhang. Mr. Zhang and Mrs. Liu are spouses and may be deemed to share voting and dispositive power over the shares held of record by Hegro Well Pte. Ltd.


SCHEDULE 13D


Hegro Well Pte. Ltd. ("Hegro")
Signature:/s/ Wenhua Liu
Name/Title:Wenhua Liu, Director
Date:10/02/2026
Xi'an Gewei Petroleum Equipment Co., Ltd. ("Xi'an Gewei")
Signature:/s/ Xi Zhang
Name/Title:Xi Zhang, Director
Date:10/02/2026
Xi Zhang ("Mr. Zhang")
Signature:/s/ Xi Zhang
Name/Title:Xi Zhang
Date:10/02/2026
Wenhua Liu ("Mrs. Liu")
Signature:/s/ Wenhua Liu
Name/Title:Wenhua Liu
Date:10/02/2026

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