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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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HONG KONG PHARMA DIGITAL TECHNOLOGY HOLDINGS LIMITED (Name of Issuer) |
Ordinary Shares, $0.001 par value (Title of Class of Securities) |
G6365B104 (CUSIP Number) |
03/31/2025 (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
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| CUSIP No. | G6365B104 |
| 1 | Names of Reporting Persons
Lap Sun Wong | ||||||||
| 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
HONG KONG
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
6,244,961.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
56.77 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
HONG KONG PHARMA DIGITAL TECHNOLOGY HOLDINGS LIMITED | |
| (b) | Address of issuer's principal executive offices:
Room B1, 5/F., Well Town Industrial Building, 13 Ko Fai Road, Yau Tong, Kowloon, Hong Kong | |
| Item 2. | ||
| (a) | Name of person filing:
This statement is being jointly filed by (i) Lap Sun Wong, an individual, (ii) Fame Overseas Supply Chain Limited ("Fame Overseas"), a British Virgin Islands company, and Profit Seeker Limited ("Profit Seeker"), a British Virgin Islands company (collectively, the "Reporting Persons"). | |
| (b) | Address or principal business office or, if none, residence:
The business address of Lap Sun Wong is Room B1, 5/F., Well Town Industrial Building, 13 Ko Fai Road, Yau Tong, Kowloon, Hong Kong; the business address of Fame Overseas is Vistra Corporate Services Center, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands; the business address of Profit Seeker is Vistra Corporate Services Centre, Wickhams Cay Il, Road Town, Tortola, VG1110, British Virgin Islands. | |
| (c) | Citizenship:
Lap Sun Wong is a Hong Kong citizen. Fame Overseas and Profit Seeker are British Virgin Islands corporations. | |
| (d) | Title of class of securities:
Ordinary Shares, $0.001 par value | |
| (e) | CUSIP No.:
G6365B104 | |
| 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:
As of March 31, 2025, the Reporting Persons beneficially owned the following securities of the Issuer:
(i) 1,710,180 Ordinary Shares individually owned by Lap Sun Wong.
(ii) 4,448,520 Ordinary Shares owned by Fame Overseas, in which Lap Sun Wong is the sole director and is deemed to have voting and dispositive power over the securities held by it.
(iii) 190,020 Ordinary Shares owned by Profit Seeker, in which Lap Sun Wong is the sole director and sole shareholder, and has voting and dispositive power over the securities held by it. | |
| (b) | Percent of class:
Lap Sun Wong, individually and through Fame Overseas and Profit Seeker, owns 56.77% based on 11,000,000 Ordinary Shares of Hong Kong Pharma Digital Technology Holdings Limited issued and outstanding as of March 31, 2025. %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
6,244,961 Ordinary Shares | ||
| (ii) Shared power to vote or to direct the vote:
0 | ||
| (iii) Sole power to dispose or to direct the disposition of:
6,244,961 Ordinary Shares | ||
| (iv) Shared power to dispose or to direct the disposition of:
0 | ||
| 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
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| 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
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| 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.
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