Schedule 13G: 6M Class B Shares Give Ms. Zhao Majority Control of PFAI

Rhea-AI Filing Summary

Pinnacle Food Group Limited Schedule 13G filed by Jin Yang Zhao discloses direct beneficial ownership of 6,000,000 Class B Common Shares, representing 51.28% of the outstanding Class A Common Shares on an as-converted basis and 77.97% of Class B shares on an unconverted basis. Ms. Zhao holds sole voting and dispositive power over the 6,000,000 Class B shares. The filing explains the dual-class structure: each Class B share converts to one Class A share and carries five votes, while Class A shares carry one vote and are not convertible into Class B. The total outstanding common shares on an as-converted basis is stated as 11,700,000.

Positive

• Clear disclosure of beneficial ownership totaling 6,000,000 Class B shares
• Quantified control: ownership equals 51.28% on an as-converted basis and 77.97% of Class B shares unconverted
• Sole voting and dispositive power reported, providing transparency on who controls votes

Negative

• Concentrated control by a single holder, which may limit minority shareholder influence
• No information in the filing about any recent transactions, intentions, or plans related to holdings

Insights

Corporate Governance Expert

TL;DR: Disclosure shows a single holder controls voting power and majority economic interest after conversion, a material governance fact.

Ms. Jin Yang Zhao reports sole ownership of 6,000,000 Class B shares with both sole voting and dispositive power, which equates to 51.28% of Class A on an as-converted basis and 77.97% of Class B unconverted. This concentration indicates de facto control of shareholder voting outcomes and strategic decisions. For investors, the dual-class structure and high ownership percentage are material to governance, takeover defenses, and minority-holder influence.

Securities Analyst

TL;DR: Filing is a routine beneficial ownership disclosure but is material because it documents majority control.

The Schedule 13G provides clear numeric ownership: 6,000,000 Class B shares and an as-converted outstanding base of 11,700,000 shares. The filing does not present transactions, intent to acquire more shares, or changes in ownership beyond the disclosed amounts. This is a material ownership disclosure useful for assessing voting dynamics and potential influence on corporate actions, but it contains no operating or financial performance data.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

PINNACLE FOOD GROUP LIMITED

(Name of Issuer)

Class A Common Shares, $0.00005 par value per share

(Title of Class of Securities)

G7173H101

(CUSIP Number)

06/30/2025

(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)

SCHEDULE 13G

CUSIP No. G7173H101

1

Names of Reporting Persons

Jin Yang Zhao

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

CANADA (FEDERAL LEVEL)

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 6,000,000.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 6,000,000.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

6,000,000.00

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)

51.28 %

12

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: This Schedule 13G relates to the following classes of securities: Class A Common Shares and Class B Common Shares. Due to the new Edgar filing requirements, cover pages are limited to one class of security. The cover page of this Schedule 13G filing relates to the Class A Common Shares, and this comment and the notes below shall serve as full disclosure of the beneficial ownership of all classes of securities of the Issuer. Each Class B Common Share is convertible at the option of the holder into one Class A Common Share. Class A Common Shares are not convertible into Class B Common Shares under any circumstance. The rights of the holders of Class A Common Shares and Class B Common Shares are identical, except with respect to conversion rights (noted above) and voting rights. Each Class B Common Share is entitled to five votes per share, whereas each Class A Common Share is entitled to one vote per share. Ownership of Class A Common Shares assumes conversion of the reporting person's Class B Common Shares into Class A Common Shares. Sole Voting Power and Sole Dispositive Power shown in Boxes 5 and 7 consists of 6,000,000 Class B Common Shares held directly by Ms. Jin Yang Zhao. Aggregate Amount Beneficially Owned shown in Box 9 consists of the same 6,000,000 Class B Common Shares reported in Boxes 5 and 7. The Percent of Class Represented by Amount shown in Box 11 consists of 51.28% of the outstanding Class A Common Shares (assuming conversion of Class B Common Shares into Class A Common Shares). The reporting person beneficially owns 77.97% of the outstanding Class B Common Shares on an unconverted basis.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: PINNACLE FOOD GROUP LIMITED
(b)	Address of issuer's principal executive offices: 600 837 West Hastings Street Vancouver BC V6C 2X1 Canada
Item 2.
(a)	Name of person filing: Jin Yang Zhao
(b)	Address or principal business office or, if none, residence: Jin Yang Zhao: 600 837 West Hastings Street, Vancouver, BC V6C 2X1, Canada
(c)	Citizenship: Jin Yang Zhao: Canada
(d)	Title of class of securities: Class A Common Shares, $0.00005 par value per share
(e)	CUSIP No.: G7173H101
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: See Row (9) of the cover page.
(b)	Percent of class: See Row (11) of the cover page. The Issuer's common shares consist of Class A Common Shares, and Class B Common shares. Holders of Class A Common Shares and Class B Common Shares have the same rights except for voting and conversion rights. Each Class B Common share is convertible at the option of the holder at any time into one Class A Common share. Class A Common Shares are not convertible into Class B Common Shares under any circumstance. Each Class B Common Share is entitled to five votes per share, whereas each Class A Common share is entitled to one vote per share. The percentage of class of securities beneficially owned by the reporting persons is based on a total of 11,700,000 outstanding common shares of the Issuer, being the sum of 4,005,000 Class A Common Shares and 7,695,000 Class B Common Shares outstanding on an as-converted basis.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: See Row (5) of cover page. The voting power of the shares beneficially owned by the reporting person is calculated by dividing the voting power beneficially owned by the reporting person by the voting power beneficially owned by all of the Issuer's holders of Class A Common Shares and Class B Common Shares as a single class.
	(ii) Shared power to vote or to direct the vote: See Row (6) of each cover page
	(iii) Sole power to dispose or to direct the disposition of: See Row (7) of each cover page
	(iv) Shared power to dispose or to direct the disposition of: See Row (8) of each cover page
Item 5.	Ownership of 5 Percent or Less of a Class.
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:
	Not Applicable

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.

Jin Yang Zhao

Signature:	/s/ Jin Yang Zhao
Name/Title:	Jin Yang Zhao
Date:	08/13/2025

FAQ

How many shares does Jin Yang Zhao report owning in PFAI?

The filing reports ownership of 6,000,000 Class B Common Shares held directly by Jin Yang Zhao.

What percent of Pinnacle Food Group (PFAI) does this ownership represent?

The ownership represents 51.28% of outstanding Class A Common Shares on an as-converted basis and 77.97% of Class B shares on an unconverted basis.

Does Jin Yang Zhao have voting control over the shares?

Yes. The filing states Ms. Zhao has sole voting power and sole dispositive power over the 6,000,000 Class B shares.

What is the company share count used to calculate percentages?

Percentages are based on a total of 11,700,000 outstanding common shares on an as-converted basis: 4,005,000 Class A and 7,695,000 Class B.

When was the Schedule 13G signed?

The signature block shows the filing was signed by Jin Yang Zhao on 08/13/2025.