Neo-Concept: Orca Capital reports 9.9% stake

The 9.99% blocker limits warrant exercises that would push Orca Capital’s beneficial ownership above that threshold.

Rhea-AI Filing Summary

Neo-Concept International Group Holdings Ltd (NCI) is the issuer of the Class A ordinary shares for which Orca Capital reported beneficial ownership of 268,316 shares, or 9.9%. Orca Capital reported sole voting and dispositive power over those shares, with no shared voting or dispositive power. The reported percentage uses 2,691,952 Class A ordinary shares outstanding immediately after completion of the issuer’s registered offering and excludes 1,731,684 shares issuable upon exercise of pre-funded warrants.

Key Figures

Beneficial ownership: 268,316 shares Percent of class: 9.9% Class A ordinary shares outstanding: 2,691,952 shares +2 more

5 metrics

Beneficial ownership 268,316 shares Orca Capital’s Class A ordinary shares

Percent of class 9.9% Orca Capital’s reported beneficial ownership

Class A ordinary shares outstanding 2,691,952 shares Immediately after completion of the issuer’s registered offering

Shares issuable upon exercise of pre-funded warrants 1,731,684 shares Excluded from the ownership-percentage calculation

9.99% Blocker 9.99% Limits warrant exercise when post-exercise beneficial ownership would exceed this percentage

Key Terms

beneficially owned, Sole Voting Power, Sole Dispositive Power, pre-funded warrants, +1 more

5 terms

beneficially owned financial

"Amount beneficially owned: 268,316"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

Sole Voting Power financial

"Sole Voting Power 268,316.00"

Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.

Sole Dispositive Power financial

"Sole Dispositive Power 268,316.00"

Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.

pre-funded warrants financial

"1,731,684 Class A ordinary shares issuable upon the exercise of pre-funded warrants"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

9.99% Blocker financial

"the 9.99% Blocker"

FAQ

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

How many NCI shares does Orca Capital beneficially own?

Orca Capital reported beneficial ownership of 268,316 NCI Class A ordinary shares, or 9.9% of the class. It reported sole voting and dispositive power over those shares.

What limits Orca Capital’s pre-funded warrant exercises in NCI?

The pre-funded warrants are subject to a 9.99% blocker: Orca Capital cannot exercise them to the extent it would beneficially own more than 9.99% of NCI’s outstanding Class A ordinary shares after exercise. The ownership calculation excludes 1,731,684 shares issuable upon exercise of those warrants.

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

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Available on EDGAR 10/07/2026 - 05:00 PM Accepted by SEC EDGAR 10/07/2026 - 05:00 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Neo-Concept International Group Holdings Limited

(Name of Issuer)

Class A Ordinary Shares, par value US$0.0025 per share

(Title of Class of Securities)

G6421C138

(CUSIP Number)

09/30/2026

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): G6421C138

1

Names of Reporting Persons

Orca Capital AG

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

GERMANY

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 268,316.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 268,316.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

268,316.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.9 %

12

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person: All ownership percentages set forth in this Schedule 13G are calculated based upon an aggregate of 2,691,952 Class A ordinary shares outstanding immediately after giving effect to the completion of the Issuer's registered offering as provided in the Issuer's Prospectus Supplement filed pursuant to Rule 424(b)(5) with the Securities and Exchange Commission on October 1, 2026, and excludes 1,731,684 Class A ordinary shares issuable upon the exercise of pre-funded warrants, subject to the 9.99% Blocker (defined below). Pursuant to the terms of the pre-funded warrants, the Reporting Person cannot exercise any of the pre-funded warrants to the extent the Reporting Person would beneficially own, after any such exercise, more than 9.99% of the Issuer's outstanding Class A ordinary shares (the "9.99% Blocker").

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Neo-Concept International Group Holdings Limited
(b)	Address of issuer's principal executive offices: 10/F, Seaview Centre, 139-141 Hoi Bun Road, Kwun Tong, Kowloon, Hong Kong
Item 2.
(a)	Name of person filing: Orca Capital AG
(b)	Address or principal business office or, if none, residence: Sperlring 2 85276 Hettenshausen Deutschland
(c)	Citizenship: Germany
(d)	Title of class of securities: Class A Ordinary Shares, par value US$0.0025 per share
(e)	CUSIP Number(s): G6421C138
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 268,316
(b)	Percent of class: 9.9 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 268,316
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 268,316
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

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.

Orca Capital AG

Signature:	/s/ Thomas Konig
Name/Title:	Thomas Konig/Director
Date:	10/07/2026