New 34% backer emerges at iOThree (IOTR) after $900K share deal

Rhea-AI Filing Summary

iOThree Ltd (IOTR) has a new large shareholder disclosure. Lianyi Holding Limited and its director and controlling person Yu Chen jointly report beneficial ownership of 1,034,483 Ordinary Shares of iOThree, representing 34.12% of the company’s Ordinary Shares outstanding as of July 20, 2026.

Lianyi purchased these shares at US$0.87 per share, for an aggregate purchase price of US$900,000, under a Securities Purchase Agreement dated January 10, 2026, funded from Yu Chen’s personal funds with no borrowing. Both Lianyi and Yu Chen report sole voting and sole dispositive power over these shares, and state they have no current plans or agreements regarding corporate actions such as mergers, asset sales, or governance changes.

Filing Explained

The new ownership is being reported on Schedule 13D, rather than passive Schedule 13G; this form category covers holders who may seek to influence control, although the filing reports no proposals or agreements for the listed corporate actions.

Key Figures

Ordinary Shares beneficially owned: 1,034,483 shares Beneficial ownership percentage: 34.12% Shares outstanding: 3,032,199 Ordinary Shares +5 more

8 metrics

Ordinary Shares beneficially owned 1,034,483 shares Beneficially owned by each reporting person

Beneficial ownership percentage 34.12% Percent of class represented by 1,034,483 shares

Shares outstanding 3,032,199 Ordinary Shares Issued and outstanding as of July 20, 2026

Purchase price per share US$0.87 per share Price paid by Lianyi Holding Limited

Aggregate purchase price US$900,000 Total paid for 1,034,483 Ordinary Shares

Sole voting power 1,034,483 shares Sole voting power reported by each reporting person

Sole dispositive power 1,034,483 shares Sole dispositive power reported by each reporting person

Date of triggering event 03/31/2026 Date of event requiring Schedule 13D filing

Key Terms

beneficially own, Securities Purchase Agreement, Schedule 13D, dispositive power, +1 more

5 terms

beneficially own regulatory

"Yu Chen acquired no Ordinary Shares directly and is deemed to beneficially own"

Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.

Securities Purchase Agreement financial

"pursuant to a Securities Purchase Agreement, dated January 10, 2026"

A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.

Schedule 13D regulatory

"This statement is filed jointly by Lianyi Holding Limited, a company"

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.

dispositive power regulatory

"Sole Dispositive Power 1,034,483.00 10 | Shared Dispositive Power"

Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.

Joint Filing Agreement regulatory

"Joint Filing Agreement, dated August 28, 2026, by and between"

FAQ

What percentage of iOThree Ltd (IOTR) does Lianyi Holding Limited and Yu Chen own?

Lianyi Holding Limited and Yu Chen report beneficial ownership of 1,034,483 Ordinary Shares of iOThree Ltd, representing 34.12% of the issuer’s Ordinary Shares outstanding, based on 3,032,199 shares issued and outstanding as of July 20, 2026.

How many iOThree Ltd (IOTR) shares did Lianyi Holding Limited purchase and at what price?

Lianyi Holding Limited purchased 1,034,483 Ordinary Shares of iOThree Ltd at US$0.87 per share, for an aggregate purchase price of US$900,000, pursuant to a Securities Purchase Agreement dated January 10, 2026.

Who provided the funds for the iOThree Ltd (IOTR) share purchase disclosed in this Schedule 13D?

The US$900,000 purchase price for the 1,034,483 iOThree Ltd shares was paid from the personal funds of Yu Chen. The filing states that no portion of the purchase price was borrowed.

Does Yu Chen directly hold any iOThree Ltd (IOTR) shares?

Yu Chen did not acquire any Ordinary Shares directly and is deemed to beneficially own the 1,034,483 shares held by Lianyi Holding Limited by virtue of control of that entity.

Do the reporting persons have plans to change control or strategy at iOThree Ltd (IOTR)?

The reporting persons state the shares were acquired as described in the purchase agreement and that they have made no proposals and entered into no agreements that would result in the types of corporate actions listed in Item 4, such as mergers or changes in control.

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

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Available on EDGAR 08/28/2026 - 05:06 PM Accepted by SEC EDGAR 08/28/2026 - 05:05 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

iOThree Limited

(Name of Issuer)

Ordinary Shares, par value $0.0625 per share

(Title of Class of Securities)

G4940T112

(CUSIP Number)

Yu Chen
Lianyi Holding Limited, RM 604 6/F Wing On Plaza 62 Mody Rd
HONG KONG, K3, 000000
86 13917362326

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

03/31/2026

(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

CUSIP Number(s): G4940T112

1

Name of reporting person

Lianyi 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)

AF

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 1,034,483.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 1,034,483.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

1,034,483.00

12

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

13

Percent of class represented by amount in Row (11)

34.12 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

*This percentage is calculated based on 3,032,199 Ordinary Shares of the Issuer issued and outstanding as of July 20, 2026

SCHEDULE 13D

CUSIP Number(s): G4940T112

1

Name of reporting person

Yu 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 1,034,483.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 1,034,483.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

1,034,483.00

12

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

13

Percent of class represented by amount in Row (11)

34.12 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

*This percentage is calculated based on 3,032,199 Ordinary Shares of the Issuer issued and outstanding as of July 20, 2026

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Ordinary Shares, par value $0.0625 per share
(b)	Name of Issuer: iOThree Limited
(c)	Address of Issuer's Principal Executive Offices: 161 Kallang Way, #07-08, Mapletree Hi-Tech, Kallang Way, SINGAPORE , 349247.
Item 2.	Identity and Background
(a)	(a) This statement is filed jointly by Lianyi Holding Limited, a company incorporated under the laws of Hong Kong, and Yu Chen, its director and controlling person (each, a "Reporting Person").
(b)	Lianyi Holding Limited: RM 604, 6/F, Wing On Plaza, No. 62 Mody Road, Tsim Sha Tsui East, Kowloon, Hong Kong Yu Chen: c/o Lianyi Holding Limited, RM 604, 6/F, Wing On Plaza, No. 62 Mody Road, Tsim Sha Tsui East, Kowloon, Hong Kong
(c)	Lianyi Holding Limited is a shipping services company, with its principal business address at RM 604, 6/F, Wing On Plaza, No. 62 Mody Road, Tsim Sha Tsui East, Kowloon, Hong Kong. Yu Chen serves as a Director of Lianyi Holding Limited, whose principal business and address are set forth above.
(d)	None.
(e)	None.
(f)	Lianyi Holding Limited: Hong Kong Yu Chen: China
Item 3.	Source and Amount of Funds or Other Consideration
	Lianyi Holding Limited purchased 1,034,483 Ordinary Shares at US$0.87 per share, for an aggregate purchase price of US$900,000, pursuant to a Securities Purchase Agreement, dated January 10, 2026. The purchase price was paid from the personal funds of Yu Chen. No portion was borrowed. Yu Chen acquired no Ordinary Shares directly and is deemed to beneficially own the Ordinary Shares held by Lianyi Holding Limited by virtue of Yu Chen's control of that entity.
Item 4.	Purpose of Transaction
	The securities held by the Reporting Persons were acquired in connection with the transaction described in Item 3 above. The Reporting Persons have made no proposals, and have entered into no agreements, which would be related to or would result in any of the events or matters described in part (a) through (j) of Item 4 of Schedule 13D.
Item 5.	Interest in Securities of the Issuer
(a)	See rows (11) and (13) of the cover pages to this Schedule 13D for the aggregate number of shares and percentages of the shares beneficially owned by each of the Reporting Persons.
(b)	See Rows 7 through 10 of the cover page for each Reporting Person.
(c)	Other than the transactions discussed in Item 3 hereof, the contents of which are incorporated herein by reference, the Reporting Persons did not effect any transactions in the Issuer's securities within the past 60 days.
(d)	Other than the Reporting Persons, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Reporting Persons' securities.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Other than the Joint Filing Agreement attached as Exhibit 1 hereto, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 hereof and between such persons and any person with respect to any securities of the Issuer, including but not limited to transfer or voting of any other securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 1 - Joint Filing Agreement, dated August 28, 2026, by and between Lianyi Holding Limited and Yu Chen with respect to the filing of this Schedule 13D.

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.

Lianyi Holding Limited

Signature:	/s/ Yu Chen
Name/Title:	Yu Chen/Director
Date:	08/28/2026

Yu Chen

Signature:	/s/ Yu Chen
Name/Title:	Yu Chen
Date:	08/28/2026