K‑Tech shareholder reports 72.29% Class A stake

K‑Tech Solutions Co Ltd’s major shareholder, Mr. Kwok Yiu Fai, has filed a Schedule 13D detailing his control position in the company.

Accepted by SEC EDGAR 04/14/2026 - 12:32 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

K‑Tech Solutions Co Ltd’s major shareholder, Mr. Kwok Yiu Fai, has filed a Schedule 13D detailing his control position in the company. He may be deemed to beneficially own 12,000,000 Class A ordinary shares and 4,500,000 Class B ordinary shares, giving him approximately 92.53% of the total voting power.

Individually, he owns 4,000,000 Class A and 1,500,000 Class B shares, representing about 30.84% of voting power. Together with two related shareholders under an Acting in Concert Agreement, the controlling group collectively holds 16,000,000 Class A and 4,500,000 Class B shares, based on a total of 16,600,000 Class A and 4,500,000 Class B shares outstanding.

Insights

Equity ownership & governance analyst

Filing confirms tightly held control with over 90% voting power.

K‑Tech Solutions is effectively controlled by a small group of shareholders. The filing shows Mr. Kwok Yiu Fai may be deemed to beneficially own 12,000,000 Class A shares and all 4,500,000 Class B shares, for about 92.53% of aggregate voting power.

The Acting in Concert Agreement among the three controlling shareholders means they coordinate on all shareholder decisions, limiting the influence of public investors. The ownership is based on 16,600,000 Class A and 4,500,000 Class B shares reported in a September 24, 2025 prospectus.

This structure can provide stability in strategic direction but leaves minority shareholders with limited ability to affect corporate actions. Future company decisions will largely reflect the preferences of this controlling group rather than dispersed public holders.

Key Figures

Beneficial Class A shares: 12,000,000 Class A shares Class A ownership percentage: 72.29% of Class A Total voting power: 92.53% voting power +5 more

8 metrics

Beneficial Class A shares 12,000,000 Class A shares Beneficially owned as reported in Schedule 13D

Class A ownership percentage 72.29% of Class A Percent of class represented by 12,000,000 shares

Total voting power 92.53% voting power Aggregate voting power of Class A and Class B shares

Direct holdings by Kwok Yiu Fai 4,000,000 Class A; 1,500,000 Class B Direct ownership representing about 30.84% voting power

Holdings by other concert parties 8,000,000 Class A; 3,000,000 Class B Owned by Mr. Kwok Yiu Keung and Mr. Kwok Yiu Wah

Shares outstanding 16,600,000 Class A; 4,500,000 Class B Outstanding shares as per Form 424B3 on September 24, 2025

Authorized share capital 500,000,000 ordinary shares Authorized after May 15, 2025 reclassification

Authorized Class A vs B 495,500,000 Class A; 4,500,000 Class B Breakdown of authorized share classes

Key Terms

Schedule 13D, beneficially own, Acting in Concert Agreement, dispositive power, +2 more

6 terms

Schedule 13D regulatory

"This is filed by Mr. Kwok Yiu Fai."

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 own financial

"may be deemed to beneficially own an aggregate of 12,000,000 class A ordinary shares"

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.

Acting in Concert Agreement regulatory

"entered into an Acting in Concert Agreement pursuant to which they undertake to act in concert"

dispositive power financial

"each of the Controlling Shareholder retain sole dispositive power over the shares they individually own"

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.

pre-IPO shareholder financial

"The Reporting Person is pre-IPO shareholder of the Issuer."

group reorganization financial

"acquired the shares beneficially owned by him as part of a group reorganization of the Issuer."

FAQ

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

How much of KMRK does Mr. Kwok Yiu Fai beneficially own according to this Schedule 13D?

Mr. Kwok Yiu Fai may be deemed to beneficially own 12,000,000 Class A ordinary shares and 4,500,000 Class B ordinary shares. This gives him approximately 92.53% of the aggregate voting power of K‑Tech’s issued and outstanding Class A and Class B shares.

What is Mr. Kwok Yiu Fai’s direct ownership stake in K‑Tech Solutions (KMRK)?

Directly, Mr. Kwok Yiu Fai owns 4,000,000 Class A and 1,500,000 Class B ordinary shares of K‑Tech Solutions. This direct holding represents about 30.84% of the aggregate voting power of the company’s issued and outstanding Class A and Class B ordinary shares.

What role does the Acting in Concert Agreement play in KMRK’s control structure?

The Acting in Concert Agreement binds Mr. Kwok Yiu Fai, Mr. Kwok Yiu Keung, and Mr. Kwok Yiu Wah to act together on all shareholder decisions. As a result, these controlling shareholders collectively control about 92.53% of K‑Tech Solutions’ total voting power, consolidating effective control.

What are the total shares outstanding for K‑Tech Solutions (KMRK) referenced in this filing?

The filing references 16,600,000 Class A ordinary shares and 4,500,000 Class B ordinary shares outstanding for K‑Tech Solutions. These figures come from the company’s prospectus on Form 424B3 filed on September 24, 2025, and are used to calculate ownership percentages and voting power.

Why did Mr. Kwok Yiu Fai acquire his K‑Tech (KMRK) shares, and what is his intention?

Mr. Kwok Yiu Fai acquired his shares through a group reorganization and share swap involving K‑Tech and its operating subsidiary. He is a pre‑IPO shareholder and states that he holds the shares for investment purposes, without current plans for major corporate transactions listed in Item 4.

How are KMRK’s authorized shares structured between Class A and Class B?

After a May 15, 2025 reclassification, K‑Tech Solutions is authorized to issue 500,000,000 ordinary shares with par value US$0.0001 each. These comprise 495,500,000 Class A shares and 4,500,000 Class B shares, establishing a dual‑class capital structure with a fixed number of Class B shares.

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

K-TECH SOLUTIONS CO LTD

(Name of Issuer)

Class A Ordinary shares, with par value of US$0.0001 per share

(Title of Class of Securities)

(CUSIP Number)

c/o Kwok Yiu Wah
Unit A, 7/F, Mai On Industrial Building, 17-21 Kung Yip Street, Kwai Chung
New Territories, K3, 0
852 2741 3165

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

04/13/2026

(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 No.

1

Name of reporting person

Kwok Yiu Fai

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

CANADA (FEDERAL LEVEL)

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 4,000,000.00
8	Shared Voting Power 8,000,000.00
9	Sole Dispositive Power 4,000,000.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

12,000,000.00

12

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

13

Percent of class represented by amount in Row (11)

72.29 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

(1) Mr. Kwok Yiu Fai owns 4,000,000 class A ordinary shares and 1,500,000 class B ordinary shares of K-Tech Solutions Company Limited (the "Issuer"), representing approximately 30.84% of the aggregate voting power of the Issuer's issued and outstanding class A and class B ordinary shares. (2) On December 2, 2024, Mr. Kwok Yiu Fai, Mr. Kwok Yiu Keung and Mr. Kwok Yiu Wah ("Controlling Shareholders") entered into an Acting in Concert Agreement pursuant to which they undertake to act in concert in relation to all matters that require the decisions of the shareholders of the Issuer. As a result of the Acting in Concert Agreement, our Controlling Shareholders collectively control 92.53% of the total voting power. (3) The calculation is based on 16,600,000 class A ordinary shares and 4,500,000 class B ordinary shares of the Issuer, as reported in the Issuer's prospectus on Form 424B3 filed with the U.S. Securities and Exchange Commission (the "SEC") on September 24, 2025.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A Ordinary shares, with par value of US$0.0001 per share
(b)	Name of Issuer: K-TECH SOLUTIONS CO LTD
(c)	Address of Issuer's Principal Executive Offices: Unit A, 7/F, Mai On Industrial Building, 17-21 Kung Yip Street, Kwai Chung, New Territories, HONG KONG , 00000.
Item 2.	Identity and Background
(a)	This Schedule 13D is filed by Mr. Kwok Yiu Fai.
(b)	Mr. Kwok Yiu Fai's business address is at Flat A, 7/F. Mai On Industrial Building, 17-21 Kung Yip Street, Kwai Chung, New Territories, Hong Kong.
(c)	Mr. Kwok Yiu Fai's principal occupation is entrepreneur.
(d)	During the last five years, Mr. Kwok Yiu Fai has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	During the last five years, Mr. Kwok Yiu Fai has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is 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 finding any violation with respect to such laws.
(f)	Mr. Kwok Yiu Fai is a citizen of Canada.
Item 3.	Source and Amount of Funds or Other Consideration
	Mr. Kwok Yiu Fai acquired the shares beneficially owned by him as part of a group reorganization of the Issuer. The Issuer was incorporated under the laws of the British Virgin Islands on December 2, 2024, a total of 30,000 ordinary shares were issued and allotted to Mr. Kwok Yiu Fai, Mr. Kwok Yiu Keung and Mr. Kwok Yiu Wah. On December 20, 2024, as part of the reorganization in contemplation of our IPO, a share swap transaction was completed, pursuant to which the Issuer acquired all the issued shares of K-Mark Technology Limited, the operating subsidiary of the Issuer, from Mr. Kwok Yiu Fai, Mr. Kwok Yiu Keung and Mr. Kwok Yiu Wah by way of allotting and issuing an aggregate of 19,470,000 ordinary shares to them. As a result, the Company total issued 19,500,000 ordinary shares to them. On May 15, 2025, the Issuer passed a written resolution to re-designate and re-classify its existing authorized ordinary shares. Prior to the re-classification exercise, the Issuer was authorized to issue a maximum of 500,000,000 ordinary shares of a single class with a par value of US$0.0001 each. Subsequent to the re- classification exercise, the Issuer's authorized shares were 500,000,000 ordinary shares with a par value of US$0.0001 each comprising (a) 495,500,000 Class A Shares with a par value of US$0.0001 each; and (b) 4,500,000 Class B Shares with a par value US$0.0001 each. Mr. Kwok Yiu Fai: PF
Item 4.	Purpose of Transaction
	The Reporting Person is pre-IPO shareholder of the Issuer. The Reporting Person holds the shares for investment purposes. Except as set forth herein, the Reporting Person does 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)	Incorporated by reference to Items 11 and 13 of the Cover Page. As of the date hereof, Mr. Kwok Yiu Fai may be deemed to beneficially own an aggregate of 12,000,000 class A ordinary shares and 4,500,000 class B ordinary shares of the Issuer, representing approximately 92.53% of the aggregate voting power of the Issuer's issued and outstanding Class A and Class B Ordinary Shares, based on 16,600,000 class A ordinary shares and 4,500,000 class B ordinary shares of the Issuer, as reported in the Issuer's prospectus on Form 424B3 filed with the U.S. Securities and Exchange Commission (the "SEC") on September 24, 2025. Of these shares: (1) 4,000,000 class A ordinary shares and 1,500,000 class B ordinary shares were owned by Nr. Kwok Yiu Fai, representing approximately 30.84% of the aggregate voting power of the Issuer's issued and outstanding class A and class B ordinary shares; and (2) 8,000,000 class A ordinary shares and 3,000,000 class B ordinary shares were held by Mr. Kwok Yiu Keung and Mr. Kwok Yiu Wah, representing approximately 61.69% of the aggregate voting power of the Issuer's issued and outstanding class A and class B ordinary shares. Pursuant to the Acting in Concert Agreement, the Controlling Shareholders undertake to act in concert in relation to all matters that require the decisions of the shareholders of the Issuer. As a result of the Acting in Concert Agreement, each of the Controlling Shareholders may be deemed to beneficially own the ordinary shares of the Issuer held by the other two Controlling Shareholders, while each of the Controlling Shareholder retain sole dispositive power over the shares they individually own.
(b)	Incorporated by reference to Items 7-10 of the Cover Page.
(c)	The Reporting Person has not engaged in any transactions in the class of securities reported on that were effected during the past sixty days.
(d)	N/A
(e)	N/A
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Except as set forth herein, the Reporting Person has 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 - Share Subscription Letter by and between Mr. Kwok Yiu Fai and the Issuer. Exhibit B - Application for Shares submitted by Mr. Kwok Yiu Fai to the Issuer. Exhibit C - Acting in Concert 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.

Kwok Yiu Fai

Signature:	/s/ Kwok Yiu Fai
Name/Title:	Kwok Yiu Fai / Shareholder
Date:	04/13/2026