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[SCHEDULE 13G] Pinnacle Food Group Limited SEC Filing

Filing Impact
(Low)
Filing Sentiment
(Neutral)
Form Type
SCHEDULE 13G

Rhea-AI Filing Summary

Li Xia Du reported beneficial ownership of 1,695,000 Class B Common Shares of Pinnacle Food Group Limited. Those shares, if converted into Class A Common Shares, represent 14.49% of the outstanding Class A shares on an as-converted basis. On an unconverted basis, the filing states the reporting person owns 22.03% of the outstanding Class B shares. The filing also discloses that the 1,695,000 Class B shares are held directly and that the reporting person has sole voting and sole dispositive power over those shares. The issuer’s capital structure includes Class A shares (one vote each) and Class B shares (five votes each), and the percent calculations are based on a total of 11,700,000 outstanding common shares on an as-converted basis.

Positive

  • Substantial ownership stake: 1,695,000 Class B shares representing 14.49% of Class A on an as-converted basis and 22.03% of Class B unconverted.
  • Sole voting and dispositive power: The reporting person holds exclusive control over voting and disposition of the reported shares, indicating clear, singular authority.

Negative

  • None.

Insights

Significant insider stake implies concentrated ownership and potential influence over corporate decisions.

The report indicates a materially large ownership position by an individual with sole voting and dispositive power over 1,695,000 Class B shares. On an as-converted basis this equals 14.49% of Class A shares, while on an unconverted basis it equals 22.03% of Class B shares, reflecting meaningful control potential given the 5-vote-per-Class B share structure. For investors, this concentration suggests that corporate governance and strategic outcomes may be materially influenced by the reporting person.

High-vote Class B ownership and sole control raise governance and voting-power considerations for minority holders.

The filing highlights that Class B shares carry five votes each and the reporting person holds sole voting power for 1,695,000 such shares. This asymmetry between share classes means the holder can exert disproportionate influence relative to economic ownership. Stakeholders should note the conversion mechanics are holder-opted and that reported percentages are presented both on converted and unconverted bases, clarifying voting versus economic exposure.






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




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 1,695,000 Class B Common Shares held directly by Ms. Jin Yang Zhao. Aggregate Amount Beneficially Owned shown in Box 9 consists of the same 1,695,000 Class B Common Shares reported in Boxes 5 and 7. The Percent of Class Represented by Amount shown in Box 11 consists of 14.49% of the outstanding Class A Common Shares (assuming conversion of Class B Common Shares into Class A Common Shares). The reporting person beneficially owns 22.03% of the outstanding Class B Common Shares on an unconverted basis.


SCHEDULE 13G



Li Xia Du
Signature:/s/ Li Xia Du
Name/Title:Li Xia Du/Director and Chairman of the Board
Date:08/13/2025

FAQ

How many shares of PFAI does Li Xia Du beneficially own?

The filing discloses beneficial ownership of 1,695,000 Class B Common Shares.

What percentage of Pinnacle Food Group (PFAI) does this holding represent?

On an as-converted basis the shares represent 14.49% of Class A Common Shares; unconverted, they represent 22.03% of Class B Common Shares.

Does the reporting person have voting control over the shares?

Yes. The filing states the reporting person has sole voting power and sole dispositive power over the 1,695,000 Class B shares.

What is the difference between Class A and Class B shares for PFAI?

Class B shares are convertible at the holder’s option into Class A shares and carry five votes per share, while Class A shares carry one vote per share and are not convertible into Class B.

On what total share base are the percentages calculated?

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 on an as-converted basis).
Pinnacle Food Group Limited

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27.61M
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0.54%
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