SunScout Holding (SNSC) holder locked into big dual-class stake to 2027

Rhea-AI Filing Summary

SunScout Holding Ltd (SNSC) reports that Marc Cywinski and his wholly owned British Virgin Islands company, Solerin Equity Limited, together beneficially own 3,650,000 Class A Ordinary Shares and 7,500,000 Class B Ordinary Shares. This represents 22.30% of the voting power of the Class A shares and 50% of the voting power of the Class B shares, based on 23,100,000 Class A and 15,000,000 Class B shares outstanding. Each Class A share carries one vote and each Class B share carries twenty votes. The position arose from a reorganization completed on January 9, 2026 under a share transfer agreement. Cywinski and Solerin are subject to a lock-up restricting transfers of Class A shares and related securities until February 11, 2027 without the prior written consent of Dominari Securities LLC.

Key Figures

Class A shares beneficially owned: 3,650,000 Class A Ordinary Shares Class B shares beneficially owned: 7,500,000 Class B Ordinary Shares Voting power in Class A shares: 22.30% +5 more

8 metrics

Class A shares beneficially owned 3,650,000 Class A Ordinary Shares Aggregate beneficial ownership reported by Marc Cywinski and Solerin Equity Limited

Class B shares beneficially owned 7,500,000 Class B Ordinary Shares Aggregate beneficial ownership reported by Marc Cywinski and Solerin Equity Limited

Voting power in Class A shares 22.30% Voting power of the Issuer’s Class A shares held by the reporting persons

Voting power in Class B shares 50% Voting power of the Issuer’s Class B shares held by the reporting persons

Outstanding Class A shares 23,100,000 Class A Ordinary Shares Total Class A shares of the Issuer used for ownership percentage calculations

Outstanding Class B shares 15,000,000 Class B Ordinary Shares Total Class B shares of the Issuer used for ownership percentage calculations

Obligation amount under share transfer US$535,464 Obligation of Solerin Equity Limited satisfied in respect of its 5,360,000 Class A shares

SunScout Limited shares transferred 46,875 ordinary shares Number of SunScout Limited shares transferred under the November 14, 2025 share transfer agreement

Key Terms

beneficially owned, sole voting power, dispositive power, lock-up agreement, +1 more

5 terms

beneficially owned financial

"The aggregate number of ordinary shares beneficially owned by the Reporting Persons is 3,650,000"

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

"Number of Shares Beneficially Owned by Each Reporting Person With: | 7 | Sole Voting Power"

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.

dispositive power financial

"Sole Dispositive Power:0 Shared Dispositive Power:3,650,000 Class A Ordinary Shares"

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.

lock-up agreement financial

"The Reporting Persons are party to a lock-up agreement with Dominari Securities LLC"

A lock-up agreement is a contract that prevents company insiders and early investors from selling their shares for a fixed period after a stock sale, often after an initial public offering. It matters to investors because it temporarily limits the number of shares that can hit the market, which can keep the share price steadier; when the lock-up ends, a sudden increase in available shares can create extra volatility, revealing insiders’ confidence or lack thereof.

Schedule 13D regulatory

"is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g)"

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.

FAQ

How many SunScout Holding Ltd (SNSC) shares does Marc Cywinski beneficially own?

Marc Cywinski, through Solerin Equity Limited, beneficially owns 3,650,000 Class A and 7,500,000 Class B SunScout shares. These holdings give him 22.30% of the voting power of the Class A shares and 50% of the voting power of the Class B shares.

What percentage of SunScout (SNSC) voting power is held by Marc Cywinski and Solerin Equity Limited?

They hold 22.30% of the voting power of SunScout’s Class A shares and 50% of the voting power of the Class B shares. Voting power is based on 23,100,000 Class A and 15,000,000 Class B shares outstanding, with Class B carrying twenty votes per share.

How did Marc Cywinski acquire his SunScout (SNSC) shareholdings?

The holdings arose from SunScout’s reorganization completed on January 9, 2026. Under a November 14, 2025 share transfer agreement, Cywinski transferred 46,875 SunScout Limited shares, satisfying a US$535,464 obligation and receiving Class A and 7,500,000 Class B shares.

Is there a lock-up on Marc Cywinski’s SunScout (SNSC) shares?

Yes. Cywinski and Solerin Equity Limited are party to a lock-up agreement with Dominari Securities LLC. They generally cannot transfer Class A shares or related convertible or exercisable securities until February 11, 2027 without the representative underwriter’s prior written consent.

What is the voting difference between SunScout (SNSC) Class A and Class B shares held by Marc Cywinski?

Each SunScout Class A share has one vote, while each Class B share has twenty (20) votes. Cywinski’s 7,500,000 Class B shares therefore represent a significant concentration of voting power compared with his 3,650,000 Class A shares.

Did Marc Cywinski or Solerin Equity Limited buy SunScout (SNSC) shares in the IPO?

No. The Schedule 13D states that neither Marc Cywinski nor Solerin Equity Limited purchased Class A Ordinary Shares in SunScout Holding Ltd’s initial public offering. Their position instead comes from the corporate reorganization and related share transfer agreement.

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

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Available on EDGAR 08/19/2026 - 03:53 PM Accepted by SEC EDGAR 08/18/2026 - 01:34 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

SunScout Holding Ltd

(Name of Issuer)

Class A Ordinary Share, $0.0001 par Value

(Title of Class of Securities)

G8589M106

(CUSIP Number)

Marc Cywinski
56 High Street, Unit 1,
Charlestown, MA, 02129
6176553582

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

08/11/2026

(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): G8589M106

1

Name of reporting person

Cywinski Marc

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)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

NEW ZEALAND

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 5,360,000.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 5,360,000.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

5,360,000.00

12

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

13

Percent of class represented by amount in Row (11)

23.2 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Solerin Equity Limited(the reporting person) is a business company with limited liability incorporated in the British Virgin Islands, which is wholly owned by Mr. Marc Cywinski the Chief Operations Officer ("COO") of SunScout Holding Limited("the issuer"). Mr Cywinski has Shared Voting and Dispositive power over the 5,360,000 Class A Ordinary shares of $0.0001 par value("Class A Ordinary Shares") and 7,500,000 Class B ordinary shares of $0.0001 par value ("Class B Ordinary Shares") of the Issuer held by the Reporting Person. Each of the Class A Ordinary Shares has one vote per share, while each of the Class B Ordinary shares has twenty(20) votes per share.

SCHEDULE 13D

CUSIP Number(s): G8589M106

1

Name of reporting person

Solerin Equity 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)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

VIRGIN ISLANDS, BRITISH

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 5,360,000.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 5,360,000.00

11

Aggregate amount beneficially owned by each reporting person

5,360,000.00

12

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

13

Percent of class represented by amount in Row (11)

23.2 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

Solerin Equity Limited(the reporting person) is a business company with limited liability incorporated in the British Virgin Islands, which is wholly owned by Mr. Marc Cywinski the Chief Operations Officer ("COO") of SunScout Holding Limited("the issuer"). Mr Cywinski has Shared Voting and Dispositive power over the 5,360,000 Class A oedinary shares of $0.0001 par value("Class A Ordinary Shares") and 7,500,000 Class B ordinary shares of $0.0001 par value ("Class B Ordinary Shares") of the Issuer held by the Reporting Person. Each of the Class A Ordinary Shares has one vote per share, while each of the Class B Ordinary shares has twenty(20) votes per share.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A Ordinary Share, $0.0001 par Value
(b)	Name of Issuer: SunScout Holding Ltd
(c)	Address of Issuer's Principal Executive Offices: 112 Kaimanawa Street, Kelvin Grove, PALMERSTORN NORTH, NEW ZEALAND , 4414.
Item 2.	Identity and Background
(a)	Marc Cywinski
(b)	66 High Street, Unit 1 Charlestown MA 02129
(c)	Chief Operations Officer SunScout Holding Limited
(d)	During the last five years, neither (1) Solerin Equity Limited nor (2) Marc Cywinski has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors)
(e)	During the last five years, neither (1) Solerin Equity Limited nor (2) Marc Cywinski has 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)	Solerin Equity Limited is a company incorporated in the British Virgin Islands Marc Cywinski is a New Zealand Citizen with permanent residency status in the United States of America
Item 3.	Source and Amount of Funds or Other Consideration
	The Reporting Persons acquired the securities reported herein in the Issuer's reorganization, completed on January 9, 2026. Under a share transfer agreement dated November 14, 2025, Mr. Marc Cywinski transferred 46,875 ordinary shares of SunScout Limited, a New Zealand company, to the Issuer in satisfaction of Solerin Equity Limited's obligation of US$535,464 in respect of its 5,360,000 Class A Ordinary Shares and in consideration for the issue to it of 7,500,000 Class B Ordinary Shares. No borrowed funds were used, and neither Reporting Person purchased Class A Ordinary Shares in the Issuer's initial public offering.
Item 4.	Purpose of Transaction
	Any transaction described in this Item 4 is subject to the lock-up agreement described in Item 6, which restricts transfers of Class A Ordinary Shares and securities convertible into or exercisable or exchangeable for Class A Ordinary Shares until February 11, 2027 without the prior written consent of Dominari Securities LLC.
Item 5.	Interest in Securities of the Issuer
(a)	The responses of the Reporting Persons to Rows (7) through (13), including the footnotes thereto, of the cover pages of this Schedule 13D are hereby incorporated by reference in this Item 5. The information set forth in Item 2, 3 and 4 above is hereby incorporated by reference. The aggregate number of ordinary shares beneficially owned by the Reporting Persons is 3,650,000 Class A Ordinary Shares and 7,500,000 Class B Ordinary Shares, representing 22.30% of the voting power of the Issuers Class A shares, and 50% of the voting power of the Class B Shares. Percentage of beneficial ownership of the Reporting Persons is based on 23,100,000 Class A Ordinary Shares and 15,000,000 Class B Ordinary Shares of the Issuer. Each of the Class A Ordinary Shares has one vote per share, while each of the Class B Ordinary Shares has twenty (20) votes per share.
(b)	(i)Solerin Equity Limited Sole Voting Power: 0 Shared Voting Power:3,650,000 Class A Ordinary Shares and 7,500,000 Class B Ordinary Shares Sole Dispositive Power:0 Shared Dispositive Power:3,650,000 Class A Ordinary Shares and 7,500,000 Class B Ordinary Shares (ii)Marc Cywinski Sole Voting Power: 0 Shared Voting Power:3,650,000 Class A Ordinary Shares and 7,500,000 Class B Ordinary Shares Sole Dispositive Power:0 Shared Dispositive Power:3,650,000 Class A Ordinary Shares and 7,500,000 Class B Ordinary Shares
(c)	Other than pursuant to the transactions described in this Schedule 13D, the Reporting Persons have not engaged in any transactions in the class of securities reported on that were effected during the past sixty days.
(d)	Not Applicable
(e)	Not Applicable
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	The Reporting Persons are party to a lock-up agreement with Dominari Securities LLC, as representative of the underwriters of the Issuer's initial public offering (the Representative), under which, subject to certain exceptions, they may not offer, pledge, sell, lend or otherwise transfer or dispose of, directly or indirectly, any Class A Ordinary Shares or any securities convertible into or exercisable or exchangeable for Class A Ordinary Shares, or enter into any swap transferring the economic consequences of ownership of such securities, until February 11, 2027 without the Representative's prior written consent. The foregoing is qualified by reference to the form of Lock-Up Agreement filed as Exhibit A to the Underwriting Agreement, furnished as Exhibit 10.1 to the Issuer's Report on Form 6-K on August 14, 2026 and incorporated herein by reference. Except as described herein, the Reporting Persons have no contracts, arrangements, understandings or relationships with any person with respect to any securities of the Issuer.
Item 7.	Material to be Filed as Exhibits.
	Exh99 - Joint Filing Agreement Ex99 - Form of Lock-Up 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.

Cywinski Marc

Signature:	Marc Cywinski
Name/Title:	Chief Operations Officer
Date:	08/18/2026

Solerin Equity limited

Signature:	Marc Cywinski
Name/Title:	Chief Operations Officer
Date:	08/18/2026