| 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) | Friedrich Edwin Cywinski |
| (b) | (b) 126 Churcher Street
Feilding, New Zealand
4702
|
| (c) | Chief Executive Officer
SunScout Holding Limited
|
| (d) | During the last five years, neither (1) AE Equity Limited nor (2) Friedrich Edwin Cywinski has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors)
|
| (e) | During the last five years, neither (1) AE Equity Limited nor (2) Friedrich Edwin 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) | AE Equity Limited is a company incorporated in the British Virgin Islands
Friedrich Edwin Cywinski is a New Zealand Citizen |
| 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. Friedrich Edwin Cywinski transferred 46,875 ordinary shares of SunScout Limited, a New Zealand company, to the Issuer in satisfaction of AE Equity Limited's obligation of US$659,340 in respect of its 6,600,000 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 outlined in Items 2, 3 and 4 above is hereby incorporated by reference. The aggregate number of ordinary shares beneficially owned by the Reporting Persons is 6,600,000 Class A Ordinary Shares and 7,500,000 Class B Ordinary Shares, representing 27.50% of the voting power of the Issuers' Class A shares, and 50% of the voting power of the Class B Shares. The 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)AE Equity Limited
Sole Voting Power: 6,600,000 Class A Ordinary Shares and 7,500,000 Class B Ordinary Shares
Shared Voting Power:0.00
Sole Dispositive Power:6,600,000 Class A Ordinary Shares and 7,500,000 Class B Ordinary Shares
Shared Dispositive Power:0.00
(ii) Friedrich Edwin Cywinski
Sole Voting Power: 6,600,000 Class A Ordinary Shares and 7,500,000 Class B Ordinary Shares
Shared Voting Power:0.00
(iii) Sole Dispositive Power:6,600,000 Class A Ordinary Shares and 7,500,000 Class B Ordinary Shares
Shared Dispositive Power:0.00
|
| (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 - Lock-up Agreement |
