| 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 |
