SC 13D 1 formsc13d.htm

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

  

Multi Ways Holdings Limited
(Name of Issuer)
 
Ordinary Shares
(Title of Class of Securities)
 
G6362F108
(CUSIP Number)
 
c/o Multi Ways Holdings Limited
3E Gul Circle, Singapore 629633
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
 
August 1, 2024
(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).

 

 

 

 

 

 

SCHEDULE 13D

 

CUSIP No. G6362F108  

 

1 Name of reporting person

 

MWE Investments 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
 
British Virgin Islands

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

 

0 Ordinary Shares

8 Shared Voting Power

 

20,584,800 Ordinary Shares (1)

9 Sole Dispositive Power

 

0 Ordinary Shares

10 Shared Dispositive Power

 

20,584,800 Ordinary Shares (1)

11 Aggregate amount beneficially owned by each reporting person

 

20,584,800 Ordinary Shares (1)

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

 

☐

13 Percent of class represented by amount in Row (11)

 

63.26%

14 Type of Reporting Person (See Instructions)

 

CO

 

(1) MWE Investments Limited, a company formed under the laws of the British Virgin Islands, holds 20,584,800 ordinary shares (the “Ordinary Shares”) of Multi Ways Holdings Limited (the “Issuer”). Mr. Lim Eng Hock owns 97% equity interest in MWE Investments Limited and Ms. Lee Noi Geck, the spouse of Mr. Lim Eng Hock, owns 3% equity interest in MWE Investments Limited. Each of Mr. Lim Eng Hock and Ms. Lee Noi Geck is a director of MWE Investments Limited and may be deemed a beneficial owner of the Ordinary Shares held by MWE Investments Limited.
(2) Based on 32,540,000 Ordinary Shares outstanding as of August 1, 2024.

 

 

 

 

SCHEDULE 13D

 

CUSIP No. G6362F108  

 

1 Name of reporting person

 

Lim Eng Hock

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

 

1,000,000 Ordinary Shares

8 Shared Voting Power

 

20,584,800 Ordinary Shares (1)

9 Sole Dispositive Power

 

1,000,000 Ordinary Shares

10 Shared Dispositive Power

 

20,584,800 Ordinary Shares (1)

11 Aggregate amount beneficially owned by each reporting person

 

21,584,800 Ordinary Shares (1)

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

 

☐

13 Percent of class represented by amount in Row (11)

 

66.33%

14 Type of Reporting Person (See Instructions)

 

IN

 

(1) MWE Investments Limited, a company formed under the laws of the British Virgin Islands, holds 20,584,800 ordinary shares (the “Ordinary Shares”) of Multi Ways Holdings Limited (the “Issuer”). Mr. Lim Eng Hock owns 97% equity interest in MWE Investments Limited and Ms. Lee Noi Geck, the spouse of Mr. Lim Eng Hock, owns 3% equity interest in MWE Investments Limited. Each of Mr. Lim Eng Hock and Ms. Lee Noi Geck is a director of MWE Investments Limited and may be deemed a beneficial owner of the Ordinary Shares held by MWE Investments Limited.
(2) Based on 32,540,000 Ordinary Shares outstanding as of August 1, 2024.

 

 

 

 

SCHEDULE 13D

 

CUSIP No. G6362F108  

 

1 Name of reporting person

 

Lee Goi Geck

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

 

700,000 Ordinary Shares

8 Shared Voting Power

 

20,584,800 Ordinary Shares (1)

9 Sole Dispositive Power

 

700,000 Ordinary Shares

10 Shared Dispositive Power

 

20,584,800 Ordinary Shares (1)

11 Aggregate amount beneficially owned by each reporting person

 

21,284,800 Ordinary Shares (1)

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

 

☐

13 Percent of class represented by amount in Row (11)

 

65.41%

14 Type of Reporting Person (See Instructions)

 

IN

 

(1) MWE Investments Limited, a company formed under the laws of the British Virgin Islands, holds 20,584,800 Ordinary Shares. Mr. Lim Eng Hock owns 97% equity interest in MWE Investments Limited and Ms. Lee Noi Geck, the spouse of Mr. Lim Eng Hock, owns 3% equity interest in MWE Investments Limited. Each of Mr. Lim Eng Hock and Ms. Lee Noi Geck is a director of MWE Investments Limited and may be deemed a beneficial owner of the Ordinary Shares held by MWE Investments Limited.
(2) Based on 32,540,000 Ordinary Shares outstanding as of August 1, 2024.

 

 

 

 

Explanatory Note

 

This Schedule 13D is filed by the Reporting Persons to amend the Schedule 13G filed by the Reporting Persons on February 14, 2024, relating to the Ordinary Shares.

 

Item 1. Security and Issuer

 
(a) Title of Class of Securities:
   
  Ordinary Shares

 

(b) Name of Issuer:
   
  Multi Ways Holdings Limited

 

(c)

Address of Issuer’s Principal Executive Offices:

   
  3E Gul Circle, Singapore 629633

 

Item 2. Identity and Background

 

(a)

MWE Investments Limited

Lim Eng Hock

Lee Noi Geck

 

(b)

c/o Multi Ways Holdings Limited
3E Gul Circle, Singapore 629633

 

(c)

MWE Investments Limited: holding company with no operation

Lim Eng Hock: Chief Executive Officer, Executive Director, and Chairman of the Board of the Issuer

Lee Noi Geck: Chief Administration Officer and Executive Director of the Issuer

 

(d)

MWE Investments Limited: no

Lim Eng Hock: no

Lee Noi Geck: no

 

(e)

MWE Investments Limited: no

Lim Eng Hock: no

Lee Noi Geck: no

 

(f)

MWE Investments Limited: British Virgin Islands

Lim Eng Hock: Singapore

Lee Noi Geck: Singapore

 

1
 

 

Item 3. Source and Amount of Funds or Other Consideration

 

 

MWE Investments Limited: reorganization and recapitalization of the Issuer

Lim Eng Hock: Compensation for the continuous service in the Issuer.

Lee Noi Geck: Compensation for the continuous service in the Issuer.

 
Item 4. Purpose of Transaction

 

 

MWE Investments Limited acquired 20,584,800 Ordinary Shares as a result of the reorganization of the Issuer completed on August 26, 2022 and a recapitalization of the Issuer completed on January 27, 2023.

 

The Issuer awarded Lim Eng Hock 1,000,000 Ordinary Shares as compensation for the continuous service pursuant to the Issuer’s 2023 Equity Incentive Plan.

 

The Issuer awarded Lee Noi Geck 700,000 Ordinary Shares as compensation for the continuous service pursuant to the Issuer’s 2023 Equity Incentive Plan.

 

Item 5. Interest in Securities of the Issuer

 

      Name  Number of Ordinary Shares   Percentage 
               
(a)  Amount Beneficially Owned             
      MWE Investments Limited(1)   20,584,800    63.26%
      Lim Eng Hock (1)   21,584,800    66.33%
      Lee Noi Geck (1)   21,284,800    65.41%
(b)  Number of shares as to which the person has:             
   (i) Sole power to vote or to direct the vote:             
      MWE Investments Limited(1)   0      
      Lim Eng Hock   1,000,000      
      Lee Noi Geck   700,000      
   (ii) Shared power to vote or to direct the vote:             
      MWE Investments Limited(1)   20,584,800      
      Lim Eng Hock(1)   20,584,800      
      Lee Noi Geck(1)   20,584,800      
   (iii) Sole power to dispose or to direct the disposition of:             
      MWE Investments Limited(1)   0      
      Lim Eng Hock   1,000,000      
      Lee Noi Geck   700,000      
   (iv) Shared power to dispose or to direct the disposition of:             
      MWE Investments Limited(1)   20,584,800      
      Lim Eng Hock(1)   20,584,800      
      Lee Noi Geck(1)   20,584,800      

 

(1) MWE Investments Limited, a company formed under the laws of the British Virgin Islands, holds 20,584,800 Ordinary Shares. Mr. Lim Eng Hock owns 97% equity interest in MWE Investments Limited and Ms. Lee Noi Geck, the spouse of Mr. Lim Eng Hock, owns 3% equity interest in MWE Investments Limited. Each of Mr. Lim Eng Hock and Ms. Lee Noi Geck is a director of MWE Investments Limited and may be deemed a beneficial owner of the Ordinary Shares held by MWE Investments Limited.

 

 

 

 

(c)

MWE Investments Limited did not effect any transaction during the past sixty days or since the most recent filing of Schedule 13D (§ 240.13d-101), whichever is less.

 

Lim Eng Hock did not effect any transaction during the past sixty days or since the most recent filing of Schedule 13D (§ 240.13d-101), whichever is less, other than the acquisition of 1,000,000 Ordinary Shares as compensation for his continued service to the Issuer as reported herein.

 

Lee Noi Geck did not effect any transaction during the past sixty days or since the most recent filing of Schedule 13D (§ 240.13d-101), whichever is less, other than the acquisition of 700,000 Ordinary Shares as compensation for his continued service to the Issuer as reported herein.

   
(d) not applicable
   
(e) not applicable
   
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
   
  not applicable
   
Item 7. Material to be Filed as Exhibits.
   
  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.

 

Dated: August 7, 2024

 

MULTI WAYS HOLDINGS LIMITED

 

/s/ Lim Eng Hock  
Lim Eng Hock  
Director  
   
LIM ENG HOCK  
   
/s/ Lim Eng Hock  
Lim Eng Hock  
   
LEE NOI GECK  
   
/s/ Lee Noi Geck  
Lee Noi Geck