Grande Group (GRAN): Reports 15,194,000 shares — 76.33% control

Accepted by SEC EDGAR 10/02/2025 - 09:55 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Grande Group Ltd/HK disclosed a Schedule 13D showing that Grande Holding Limited, together with Ms. Yujie Chen and Mr. Tak Kai Raymond Tam, beneficially own 15,194,000 Class A Ordinary Shares, representing approximately 76.33% of the 19,906,250 issued and outstanding Class A shares. The shares are held through a control chain: Grande Holding Limited (Cayman Islands) is 75% owned by Blazing Success Holdings Limited and 25% by Ocean Empire Group Limited; Mr. Tam controls Rosy Beauty Investment Limited which owns Blazing Success; Ms. Chen owns Ocean Empire Group Limited and serves as the Issuer’s Chief Executive Officer and Chair. The Reporting Persons state they are pre-IPO shareholders, used working capital and personal funds, and intend to exercise control and continue active participation in management and strategy. No transactions in the past 60 days were reported and no legal proceedings were disclosed.

Positive

• Consolidated control with 76.33% of Class A shares provides clear governance direction
• CEO/Chair alignment: Ms. Yujie Chen is both executive leader and a deemed beneficial owner, aligning management and ownership interests
• No disclosed litigation in the past five years for the Reporting Persons as stated

Negative

• High ownership concentration (76.33%) may limit public float and minority shareholder influence
• Shared voting power means decision-making is controlled by a small group of related parties
• No recent transactions reported in the past 60 days may limit transparency on trading intentions

Insights

Corporate Control Analyst

Majority control established: 15,194,000 shares (76.33%)

The Schedule 13D documents that Grande Holding Limited and its principals collectively hold a controlling stake of 76.33% of Class A shares, giving them shared voting and dispositive power over those shares. This concentration of ownership signals that the Reporting Persons effectively control corporate decisions tied to Class A voting rights.

Because the Reporting Persons state intent to "exercise control" and to "continue actively participating in management," the filing confirms an explicit control purpose rather than a passive investment. That status triggers Section 13(d) disclosure requirements and informs investors that strategic decisions will likely be driven by these holders.

Corporate Governance Specialist

Insider leadership and ownership linkage: CEO/Chair directly beneficial

The filing explicitly ties operational leadership to ownership: Ms. Yujie Chen is both Chief Executive Officer and Chair and is a deemed beneficial owner through Ocean Empire Group Limited. That alignment means executive management and controlling shareholders are the same individuals, concentrating decision-making authority.

The Schedule discloses no recent transactions and no disclosed litigation, and it references a post-reorganization capital structure including Class A and Class B share reclassification completed in November 2024, which is material to control and voting structure.

FAQ

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

What stake does Grande Holding Limited report in Grande Group Ltd (GRAN)?

Grande Holding Limited, together with the reporting persons, beneficially owns 15,194,000 Class A Ordinary Shares, representing approximately 76.33% of the 19,906,250 issued and outstanding Class A shares.

Who are the individuals deemed beneficially owner of those shares in the Schedule 13D for GRAN?

The Schedule 13D names Ms. Yujie Chen and Mr. Tak Kai Raymond Tam as deemed beneficial owners through their ownership of intermediary entities (Ocean Empire Group Limited and Rosy Beauty Investment Limited/Blazing Success Holdings).

Does the Schedule 13D state the Reporting Persons' intent for Grande Group Ltd (GRAN)?

Yes. The Reporting Persons state they acquired the shares with the intent to exercise control over the Issuer and to continue actively participating in management and strategic direction.

Were any transactions in GRAN shares reported in the past 60 days?

No. The Schedule 13D states the Reporting Persons have not engaged in any transactions in the class of securities reported during the past sixty days.

What is the class structure referenced in the filing for Grande Group Ltd?

The filing describes a reclassification completed in November 2024 into 4,950,000,000 Class A Ordinary Shares and 50,000,000 Class B Ordinary Shares, with specific issued Class A and Class B allocations to Grande Holding Limited.

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

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Grande Group Ltd/HK

(Name of Issuer)

Class A Ordinary Shares, par value US$ 0.00001

(Title of Class of Securities)

G4R53M103

(CUSIP Number)

Yujie Chen
Suite 2701, 27/F., Tower 1, Admiralty Center, 18 Harcourt Road
Admiralty, K3, 000000
852 3890 3601

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

06/30/2025

(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. G4R53M103

1

Name of reporting person

Grande Holding 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

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 15,194,000.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 15,194,000.00

11

Aggregate amount beneficially owned by each reporting person

15,194,000.00

12

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

13

Percent of class represented by amount in Row (11)

76.33 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

The percentage reported in Item 13 above is based on a total of 19,906,250 issued and outstanding Class A Ordinary Shares, par value US$0.00001 per share (the "Class A Ordinary Shares"), as of the date of this Schedule 13D, as represented by Grande Group Limited (the "Issuer").

SCHEDULE 13D

CUSIP No. G4R53M103

1

Name of reporting person

Yujie Chen

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

CHINA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 15,194,000.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 15,194,000.00

11

Aggregate amount beneficially owned by each reporting person

15,194,000.00

12

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

13

Percent of class represented by amount in Row (11)

76.33 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

(1) The shares above represents 15,194,000 Class A Ordinary Shares held by Grande Holding Limited, a company incorporated under the laws of the Cayman Islands, holds shares of the Issuer. Grande Holding Limited is owned 75% by Blazing Success Holdings Limited and 25% by Ocean Empire Group Limited. Mr. Tak Kai Raymond Tam owns 100% of the equity interests in Rosy Beauty Investment Limited, which wholly owns Blazing Success Holdings Limited. Ms. Yujie Chen, the Chief Executive Officer and Chair of the Board of the Issuer, owns 100% of the equity interests in Ocean Empire Group Limited. Mr. Tam and Ms. Chen share voting and dispositive power with respect to the shares of the Issuer held by Grande Holding Limited and are therefore deemed to be the beneficial owners of such shares for purposes of Rule 13d-3 under the Securities Exchange Act of 1934. (2) The percentage reported in Item 13 above is based on a total of 19,906,250 issued and outstanding Class A Ordinary Shares, as of the date of this Schedule 13D, as represented by the Issuer.

SCHEDULE 13D

CUSIP No. G4R53M103

1

Name of reporting person

Tak Kai Raymond Tam

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

UNITED KINGDOM

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 15,194,000.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 15,194,000.00

11

Aggregate amount beneficially owned by each reporting person

15,194,000.00

12

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

13

Percent of class represented by amount in Row (11)

76.33 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

(1) The shares above represents 15,194,000 Class A Ordinary Shares held by Grande Holding Limited, a company incorporated under the laws of the Cayman Islands, holds shares of the Issuer. Grande Holding Limited is owned 75% by Blazing Success Holdings Limited and 25% by Ocean Empire Group Limited. Mr. Tak Kai Raymond Tam owns 100% of the equity interests in Rosy Beauty Investment Limited, which wholly owns Blazing Success Holdings Limited. Ms. Yujie Chen, the Chief Executive Officer and Chair of the Board of the Issuer, owns 100% of the equity interests in Ocean Empire Group Limited. Mr. Tam and Ms. Chen share voting and dispositive power with respect to the shares of the Issuer held by Grande Holding Limited and are therefore deemed to be the beneficial owners of such shares for purposes of Rule 13d-3 under the Securities Exchange Act of 1934. (2) The percentage reported in Item 13 above is based on a total of 19,906,250 issued and outstanding Class A Ordinary Shares, as of the date of this Schedule 13D, as represented by the Issuer.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A Ordinary Shares, par value US$ 0.00001
(b)	Name of Issuer: Grande Group Ltd/HK
(c)	Address of Issuer's Principal Executive Offices: Suite 2701, 27/F., Tower 1, Admiralty Center, 18 Harcourt Road, Admiralty, HONG KONG , 00000.
Item 1 Comment: Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.
Item 2.	Identity and Background
(a)	This schedule 13D is being filed by Grande Holding Limited, Yujie Chen, and Tak Kai Raymond Tam (together, the "Reporting Persons").
(b)	The principle Business address of each reporting person is as follows: Grande Holding Limited: 71 Fort Street, PO Box 500, George Town, Grand Cayman, KY1-1106, Cayman Islands Yujie Chen: Suite 2701, 27/F., Tower 1, Admiralty Center, 18 Harcourt Road, Admiralty, Hong Kong Tak Kai Raymond Tam: Suite 2701, 27/F., Tower 1, Admiralty Center, 18 Harcourt Road, Admiralty, Hong Kong
(c)	Yujie Chen is the Chief Executive Officer and a director of the Issuer since January 17, 2023; Tak Kai Raymond Tam is a merchant. He runs the company Rosy Beauty Investment Limited, the address is Room 2701, 27/F, Tower 1, Admiralty Centre, 18 Harcourt Road, Admiralty, Hong Kong, and the main business is investment holding; Grande Holding Limited is a company incorporated under the laws of the Cayman Islands, holds shares of the Issuer. Grande Holding Limited is owned 75% by Blazing Success Holdings Limited and 25% by Ocean Empire Group Limited. Mr. Tak Kai Raymond Tam owns 100% of the equity interests in Rosy Beauty Investment Limited, which wholly owns Blazing Success Holdings Limited. Ms. Yujie Chen, the Chief Executive Officer and Chair of the Board of the Issuer, owns 100% of the equity interests in Ocean Empire Group Limited.
(d)	The Reporting Persons have not, during the last five years, been convicted in a 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 as a result of which the reporting persons were or are 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 a finding of any violation with respect to such laws.
(f)	Grande Holding Limited - Cayman Islands. Yujie Chen - Hong Kong; and Tak Kai Raymond Tam - United Kingdom
Item 3.	Source and Amount of Funds or Other Consideration
	The Reporting Persons are pre IPO shareholders. Grande Holding Limited used Working Capital, Yujie Chen and Tak Kai Raymond Tam used Person Fund Grande Group Limited, formerly known as Hero Intelligence Group Limited, was incorporated in the British Virgin Islands on August 6, 2020, as a holding company. On August 20, 2020, Grande Group Limited issued 45 Ordinary Shares and 55 Ordinary Shares respectively to two shareholders. On January 17, 2023, as part of the reorganization, the said two shareholders transferred their respective 45 Ordinary Shares and 55 Ordinary Shares to Grande Holding Limited (formerly known as Homei Holdings Inc.), for the consideration of HK$6,480,000 and HK$7,920,000, respectively. Subsequent to the transfers, Grande Group Limited became wholly owned by Grande Holding Limited. On June 4, 2024, it completed a 100,000-for-one share subdivision, increasing its authorized share capital from 50,000 ordinary shares (par value US$1.00) to 5,000,000,000 ordinary shares (par value US$0.00001), resulting in 10,000,000 issued shares, all initially held by Grande Holding Limited, the sole shareholder of the Issuer. On November 11, 2024, the company reclassified its authorized share capital into 4,950,000,000 Class A Ordinary Shares and 50,000,000 Class B Ordinary Shares, US$ 0.00001 per share ("Class B Ordinary Shares"), re-designated all issued shares into Class A Ordinary Shares, and adopted its Amended and Restated Memorandum and Articles of Association, which became effective on November 18, 2024. On that same day, the company issued an additional 6,634,000 Class A Ordinary Shares to Grande Holding Limited, and 5,000,000 Class B Ordinary Shares to Grande Holding Limited. Class A Ordinary Shares cannot be converted into Class B Ordinary Shares. Class B Ordinary Shares cannot be converted into Class A Ordinary Shares
Item 4.	Purpose of Transaction
	The Reporting Persons are pre-IPO shareholder of the issuer. The Reporting Persons acquired with the intent to exercise control over the Issuer. The Reporting Persons intend to continue actively participating in the Issuer's management and strategic direction. 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)	Grande Holding Limited holds 15,194,000 Class A Ordinary Shares, representing approximately 76.33% of the total issued and outstanding Class A Ordinary Shares of the Issuer. Grande Holding Limited is owned 75% by Blazing Success Holdings Limited and 25% by Ocean Empire Group Limited. Mr. Tak Kai Raymond Tam owns 100% of the equity interests in Rosy Beauty Investment Limited, which wholly owns Blazing Success Holdings Limited. Ms. Yujie Chen, the Chief Executive Officer and Chair of the Board of the Issuer, owns 100% of the equity interests in Ocean Empire Group Limited. Mr. Tam and Ms. Chen share voting and dispositive power over the shares of the Issuer held by Grande Holding Limited and are therefore deemed to be the beneficial owners of such shares pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, collectively representing approximately 76.33% of the issued and outstanding Class A Ordinary Shares of the Issuer. The foregoing disclosure is based on a total of 19,906,250 issued and outstanding Class A Ordinary Shares, as represented by the Issuer.
(b)	The Reporting Persons have shared voting and dispositive power over the 15,194,000 Class A Ordinary Shares of the Issuer. (1) Grande Holding Limited Sole Voting Power: 0 Class A Ordinary Shares Shared Voting Power: 15,194,000 Class A Ordinary Shares Sole Dispositive Power: 0 Class A Ordinary Shares. Shared Dispositive Power: 15,194,000 Class A Ordinary Shares (2) Yujie Chen Sole Voting Power: 0 Class A Ordinary Shares Shared Voting Power: 15,194,000 Class A Ordinary Shares Sole Dispositive Power: 0 Class A Ordinary Shares. Shared Dispositive Power: 15,194,000 Class A Ordinary Shares (3) Tak Kai Raymond Tam Sole Voting Power: 0 Class A Ordinary Shares Shared Voting Power: 15,194,000 Class A Ordinary Shares Sole Dispositive Power: 0 Class A Ordinary Shares. Shared Dispositive Power: 15,194,000 Class A Ordinary Shares
(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)	Not Applicable
(e)	Not Applicable
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Grande Holding Limited (formerly known as Homei Holding Inc.), acquired 100% shareholding of Grande Group Limited, as part of the reorganization. Subsequent to the transfers, Grande Group Limited became wholly owned by Grande Holding Limited. Except as set forth herein, the Reporting Persons have 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 - Sale and Purchase 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.

Grande Holding Limited

Signature:	/s/ Yujie Chen
Name/Title:	Yujie Chen/ Chief Executive Officer
Date:	10/02/2025

Yujie Chen

Signature:	/s/ Yujie Chen
Name/Title:	Yujie Chen/ Chief Executive Officer
Date:	10/02/2025

Tak Kai Raymond Tam

Signature:	/s/ Tak Kai Raymond Tam
Name/Title:	Tak Kai Raymond Tam
Date:	10/02/2025