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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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iOThree Limited (Name of Issuer) |
Ordinary Shares, par value $0.0625 per share (Title of Class of Securities) |
(CUSIP Number) |
Yu Chen Lianyi Holding Limited, RM 604 6/F Wing On Plaza 62 Mody Rd HONG KONG, K3, 000000 86 13917362326 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
03/31/2026 (Date of Event Which Requires Filing of This Statement) |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Lianyi Holding 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)
AF | ||||||||
| 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
1,034,483.00 | ||||||||
| 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)
34.12 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Yu Chen | ||||||||
| 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)
| ||||||||
| 6 | Citizenship or place of organization
CHINA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,034,483.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
34.12 % | ||||||||
| 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:
Ordinary Shares, par value $0.0625 per share |
| (b) | Name of Issuer:
iOThree Limited |
| (c) | Address of Issuer's Principal Executive Offices:
161 Kallang Way, #07-08, Mapletree Hi-Tech, Kallang Way,
SINGAPORE
, 349247. |
| Item 2. | Identity and Background |
| (a) | (a) This statement is filed jointly by Lianyi Holding Limited, a company incorporated under the laws of Hong Kong, and Yu Chen, its director and controlling person (each, a "Reporting Person"). |
| (b) | Lianyi Holding Limited: RM 604, 6/F, Wing On Plaza, No. 62 Mody Road, Tsim Sha Tsui East, Kowloon, Hong Kong
Yu Chen: c/o Lianyi Holding Limited, RM 604, 6/F, Wing On Plaza, No. 62 Mody Road, Tsim Sha Tsui East, Kowloon, Hong Kong |
| (c) | Lianyi Holding Limited is a shipping services company, with its principal business address at RM 604, 6/F, Wing On Plaza, No. 62 Mody Road, Tsim Sha Tsui East, Kowloon, Hong Kong. Yu Chen serves as a Director of Lianyi Holding Limited, whose principal business and address are set forth above. |
| (d) | None. |
| (e) | None. |
| (f) | Lianyi Holding Limited: Hong Kong Yu Chen: China |
| Item 3. | Source and Amount of Funds or Other Consideration |
Lianyi Holding Limited purchased 1,034,483 Ordinary Shares at US$0.87 per share, for an aggregate purchase price of US$900,000, pursuant to a Securities Purchase Agreement, dated January 10, 2026.
The purchase price was paid from the personal funds of Yu Chen. No portion was borrowed. Yu Chen acquired no Ordinary Shares directly and is deemed to beneficially own the Ordinary Shares held by Lianyi Holding Limited by virtue of Yu Chen's control of that entity. | |
| Item 4. | Purpose of Transaction |
The securities held by the Reporting Persons were acquired in connection with the transaction described in Item 3 above. The Reporting Persons have made no proposals, and have entered into no agreements, which would be related to or would result in any of the events or matters described in part (a) through (j) of Item 4 of Schedule 13D. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | See rows (11) and (13) of the cover pages to this Schedule 13D for the aggregate number of shares and percentages of the shares beneficially owned by each of the Reporting Persons. |
| (b) | See Rows 7 through 10 of the cover page for each Reporting Person. |
| (c) | Other than the transactions discussed in Item 3 hereof, the contents of which are incorporated herein by reference, the Reporting Persons did not effect any transactions in the Issuer's securities within the past 60 days. |
| (d) | Other than the Reporting Persons, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Reporting Persons' securities. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Other than the Joint Filing Agreement attached as Exhibit 1 hereto, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 hereof and between such persons and any person with respect to any securities of the Issuer, including but not limited to transfer or voting of any other securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies. | |
| Item 7. | Material to be Filed as Exhibits. |
Exhibit 1 - Joint Filing Agreement, dated August 28, 2026, by and between Lianyi Holding Limited and Yu Chen with respect to the filing of this Schedule 13D. |
| 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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