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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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GLOBAL INTERACTIVE TECHNOLOGIES, INC. (Name of Issuer) |
Common Stock, $0.001 par value (Title of Class of Securities) |
411292204 (CUSIP Number) |
Amy Xianglin Shi c/o PixelArc LLC, 950 N Kings Rd Unit 218 West Hollywood, CA, 90069 1-323-813-5589 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
05/20/2025 (Date of Event Which Requires Filing of This Statement) |
SCHEDULE 13D
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| CUSIP No. | 411292204 |
| 1 |
Name of reporting person
PixelArc LLC | ||||||||
| 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)
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| 6 | Citizenship or place of organization
CALIFORNIA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
246,666.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
8.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. | 411292204 |
| 1 |
Name of reporting person
Amy Xianglin Shi | ||||||||
| 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)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
259,166.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
8.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, $0.001 par value |
| (b) | Name of Issuer:
GLOBAL INTERACTIVE TECHNOLOGIES, INC. |
| (c) | Address of Issuer's Principal Executive Offices:
160, Yeouiseo-ro, Yeongdeungpo-Gu, Seoul,
KOREA, REPUBLIC OF
, 07231. |
| Item 2. | Identity and Background |
| (a) | This statement is being filed by PixelArc LLC, a California limited liability company. The principal business of PixelArc is the development and management of television and film intellectual property. Amy Xianglin Shi is the CEO and control person of PixelArc LLC. |
| (b) | During the last five years, neither PixelArc nor its principal officer has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), nor has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in any judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws. |
| (c) | N/A |
| (d) | N/A |
| (e) | N/A |
| (f) | N/A |
| Item 3. | Source and Amount of Funds or Other Consideration |
On May 20, 2025, PixelArc converted a $172,666 secured loan into 246,666 shares of Common Stock at a conversion price of $0.70 per share. No cash consideration was paid at the time of the transaction. The shares were issued pursuant to a debt conversion mechanism set forth in a security agreement between PixelArc and the Issuer. | |
| Item 4. | Purpose of Transaction |
The shares were acquired pursuant to the conversion of a secured loan, following the issuer's decision to satisfy outstanding obligations through equity issuance under the terms of the security agreement. This was not part of any pre-arranged investment strategy. PixelArc's acceptance of equity, rather than pursuing other available remedies, reflected the limited options provided in the agreement and the circumstances at the time.
PixelArc did not acquire the shares with the purpose of influencing control of the Issuer and has no present plans or proposals that would relate to or result in:
(a) the acquisition or disposition of additional securities;
(b) a merger or reorganization;
(c) a sale or transfer of assets;
(d) a change in the present board or management;
(e) a material change in the Issuer's corporate structure or business. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | PixelArc beneficially owns 246,666 shares of Common Stock of the Issuer, representing approximately 8.4% of the Issuer's outstanding shares, based on 2,940,402 shares outstanding as of May 20, 2025, immediately prior to the reporting person's acquisition. |
| (b) | PixelArc has sole voting and dispositive power over all 246,666 shares. |
| (c) | Other than the transaction described in Item 3, PixelArc has not effected any transactions in the securities of the Issuer during the past 60 days. |
| (d) | No other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities reported herein. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
The 246,666 shares reported herein were acquired pursuant to a debt conversion under a security agreement entered into on April 8 2025. PixelArc retained the right to receive equivalent or superior terms in the event of future capital transactions by the Issuer, and may designate a non-voting observer to the Issuer's board so long as it holds at least 5% of the outstanding shares.
PixelArc LLC affirms that it is not acting, and has not acted, in concert with any other person or entity in connection with the acquisition or holding of the Issuer's securities. PixelArc expressly disclaims membership in any "group" within the meaning of Rule 13d-5(b) under the Securities Exchange Act of 1934. The shares held by PixelArc were acquired independently pursuant to the terms of a secured loan agreement and were not obtained as part of any coordinated plan or understanding with other shareholders. | |
| Item 7. | Material to be Filed as Exhibits. |
Exhibit A - Security Agreement dated April 8, 2025
Exhibit B - Debt Conversion Notice
Exhibit C - Joint Filing Agreement
Exhibit D - Covered Person Information |
| 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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