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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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SunScout Holding Ltd (Name of Issuer) |
Class A Ordinary Share, $0.0001 par Value (Title of Class of Securities) |
(CUSIP Number) |
Marc Cywinski 56 High Street, Unit 1, Charlestown, MA, 02129 6176553582 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
08/11/2026 (Date of Event Which Requires Filing of This Statement) |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Cywinski Marc | ||||||||
| 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
NEW ZEALAND
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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
5,360,000.00 | ||||||||
| 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)
23.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Solerin Equity 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)
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| 6 | Citizenship or place of organization
VIRGIN ISLANDS, BRITISH
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
5,360,000.00 | ||||||||
| 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)
23.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| 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) | Marc Cywinski |
| (b) | 66 High Street, Unit 1
Charlestown MA
02129 |
| (c) | Chief Operations Officer
SunScout Holding Limited |
| (d) | During the last five years, neither (1) Solerin Equity Limited nor (2) Marc Cywinski has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) |
| (e) | During the last five years, neither (1) Solerin Equity Limited nor (2) Marc 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) | Solerin Equity Limited is a company incorporated in the British Virgin Islands
Marc Cywinski is a New Zealand Citizen with permanent residency status in the United States of America |
| 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. Marc Cywinski transferred 46,875 ordinary shares of SunScout Limited, a New Zealand company, to the Issuer in satisfaction of Solerin Equity Limited's obligation of US$535,464 in respect of its 5,360,000 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.
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| 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 set forth in Item 2, 3 and 4 above is hereby incorporated by reference. The aggregate number of ordinary shares beneficially owned by the Reporting Persons is 3,650,000 Class A Ordinary Shares and 7,500,000 Class B Ordinary Shares, representing 22.30% of the voting power of the Issuers Class A shares, and 50% of the voting power of the Class B Shares. 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)Solerin Equity Limited
Sole Voting Power: 0
Shared Voting Power:3,650,000 Class A Ordinary Shares and 7,500,000 Class B Ordinary Shares
Sole Dispositive Power:0
Shared Dispositive Power:3,650,000 Class A Ordinary Shares and 7,500,000 Class B Ordinary Shares
(ii)Marc Cywinski
Sole Voting Power: 0
Shared Voting Power:3,650,000 Class A Ordinary Shares and 7,500,000 Class B Ordinary Shares
Sole Dispositive Power:0
Shared Dispositive Power:3,650,000 Class A Ordinary Shares and 7,500,000 Class B Ordinary Shares |
| (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.
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| Item 7. | Material to be Filed as Exhibits. |
Exh99 - Joint Filing Agreement
Ex99 - Form of Lock-Up Agreement |
| 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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