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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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Charming Medical Ltd (Name of Issuer) |
Class A Ordinary shares, par value $0.0001 per share (Title of Class of Securities) |
(CUSIP Number) |
c/o Kit Wong Units 1803-1806, 18/F, Hang Lung Centre, 2-20 Paterson Street Causeway Bay, K3, 0000 852 2116 1492 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
10/22/2025 (Date of Event Which Requires Filing of This Statement) |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Kit Wong | ||||||||
| 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)
PF | ||||||||
| 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
HONG KONG
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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
10,350,360.00 | ||||||||
| 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)
69.29 % | ||||||||
| 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:
Class A Ordinary shares, par value $0.0001 per share |
| (b) | Name of Issuer:
Charming Medical Ltd |
| (c) | Address of Issuer's Principal Executive Offices:
Units 1803-1806, 18/F, Hang Lung Centre, 2-20 Paterson Street, Causeway Bay,
HONG KONG
, 0000. |
| Item 2. | Identity and Background |
| (a) | Kit Wong |
| (b) | Units 1803-1806, 18/F, Hang Lung Centre, 2-20 Paterson Street, Causeway Bay, Hong Kong |
| (c) | The Reporting Person is the Chief Executive Officer, Director, and Chairman of the Board of the Issuer. The address of the Issuer is Units 1803-1806, 18/F, Hang Lung Centre, 2-20 Paterson Street, Causeway Bay, Hong Kong. |
| (d) | During the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | During the last five years, the Reporting Person has not 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) | Ms. Kit Wong is a citizen of Hong Kong. |
| Item 3. | Source and Amount of Funds or Other Consideration |
PF | |
| Item 4. | Purpose of Transaction |
The Reporting Person is pre-IPO shareholder of the Issuer. The Reporting Person acquired and continues to hold the securities with the intent to exercise control over the Issuer. Except as set forth herein, the Reporting Person does not have any present plans or proposals which relate to or would result in any of the transactions described in paragraphs (a) through (j) of this Item 4. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Incorporated by reference to Lines 11 and 13 of the Cover Page. As of the date hereof, Ms. Kit Wong is deemed to beneficially own 10,350,360 class A ordinary shares and 2,000,000 class B ordinary shares of Charming Medical Limited (the "Issuer"), representing approximately 91.65% of the aggregate voting power of the Issuer's issued and outstanding share capital, based on 14,938,000 class A ordinary shares and 2,000,000 class B ordinary shares, as reported in the Issuer's prospectus on Form 424B4 filed with the SEC on October 21, 2025 and the report on Form 6-K filed with the SEC on October 22, 2025. |
| (b) | Incorporated by reference to Lines 7-10 of the Cover Page. |
| (c) | The Reporting Person has not engaged in any transactions in the class of securities reported on that were effected during the past sixty days. |
| (d) | N/A |
| (e) | N/A |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Except as set forth herein, the Reporting Person has no contracts, arrangements, understandings, or relationships with respect to the Issuer's securities requiring disclosure under this Item 6. | |
| Item 7. | Material to be Filed as Exhibits. |
Except as set forth herein, there are no material agreements, contracts, arrangements, or understandings that require filing as exhibits under this Item 7. |
| 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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