Amendment: SEC Form SCHEDULE 13D/A filed by High-Trend International Group
$HTCO
Marine Transportation
Consumer Discretionary
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
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High-Trend International Group (Name of Issuer) |
Class A Ordinary Shares, par value $.0001 per share (Title of Class of Securities) |
G1901X108 (CUSIP Number) |
Jinyu Chang 9 West 44th Street,, Suite 1001 New York, NY, 10036 1 315 999 1999 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
03/03/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | G1901X108 |
| 1 |
Name of reporting person
Jinyu Chang | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 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
55,480,000.00 | ||||||||
| 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)
46.34 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
The 55,480,000 Class A Ordinary Shares are held of record by High-Trend Holdings USA LLC ("High-Trend USA")
The percentage includes 2,500,000 Class B Ordinary Shares, convertible to 2,500,000 Class A Ordinary Shares and 12,838,806 Class A Ordinary Shares issuable upon exercise of the warrant.
Based on a total of 137,500,000 Class A Ordinary Shares issued and outstanding as of April 1, 2025.
* Each Class B Ordinary Share is entitled to 20 votes on all matters subject to vote at general meetings of the Issuer, whereas each Class A Ordinary Share is entitled to one vote. Therefore, the voting power of 2,500,000 Class B Shares would be equivalent to 50,000,000 Class A Ordinary Shares and together with the 55,480,000 Class A Ordinary Shares that the Reporting Persons hold: 105,480,000/(137,500,000+50,000,000), a 56.26% voting power.
SCHEDULE 13D
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| CUSIP No. | G1901X108 |
| 1 |
Name of reporting person
High-Trend Holdings USA 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)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
55,480,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
46.34 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
The 55,480,000 Class A Ordinary Shares are held of record by High-Trend USA.
The percentage includes 2,500,000 Class B Ordinary Shares, convertible to 2,500,000 Class A Ordinary Shares and 12,838,806 Class A Ordinary Shares issuable upon exercise of the warrant.
Based on a total of 137,500,000 Class A Ordinary Shares issued and outstanding as of April 1, 2025.
* Each Class B Ordinary Share is entitled to 20 votes on all matters subject to vote at general meetings of the Issuer, whereas each Class A Ordinary Share is entitled to one vote. Therefore, the voting power of 2,500,000 Class B Shares would be equivalent to 50,000,000 Class A Ordinary Shares and together with the 55,480,000 Class A Ordinary Shares that the Reporting Persons hold: 105,480,000/(137,500,000+50,000,000), a 56.26% voting power.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A Ordinary Shares, par value $.0001 per share | |
| (b) | Name of Issuer:
High-Trend International Group | |
| (c) | Address of Issuer's Principal Executive Offices:
60 Paya Lebar Road, #05-47 Paya Lebar Square,, Singapore,
SINGAPORE
, 409051. | |
Item 1 Comment:
The following constitutes Amendment No. 2 ("Amendment No. 2") to the Schedule 13D filed with the Securities and Exchange Commission (the "SEC") by Jinyu Chang and High-Trend USA (each, a "Reporting Person", collectively, the "Reporting Persons"), initially filed on July 18, 2024, as amended by Amendment No.1 filed with the SEC on September 27, 2024. This Amendment No. 2 amends and supplements the Schedule 13D as specifically set forth herein.
All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D, as amended. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.
The purpose of this Amendment No. 2 is to report, among other things, certain changes to the Reporting Persons' beneficial ownership of Class A Ordinary Shares:(1) Between February 2, 2025 to March 21, 2025, High-Trend USA sold certain warrants, representing the right to purchase an aggregate of 2,260,000 Class A Ordinary Shares, to four investors, (collectively, the "First Warrant Sale"), (2) on March 24, 2025, High-Trend USA sold to the Issuer 3,345,698 warrants , representing the right to purchase an aggregate of 3,345,698 Class A Ordinary Shares, in exchange for 2,500,000 Class B Ordinary Shares, convertible to 2,500,000 Class A Ordinary Shares (the "Issuer Warrant Purchase"), ;and (3) on March 29, 2025, High-Trend USA sold warrants, representing the right to purchase an aggregate of 5,600,677 Class A Ordinary Shares, to an investor(the "Second Warrant Sale.")
The disclosure regarding the warrant purchase agreement between the Reporting Persons and the Issuer is qualified in its entirety by the warrant purchase agreement, attached hereto as Exhibit 4.1, which is incorporated by reference in its entirety into this Amendment No. 2. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 of the Schedule 13D is hereby amended and restated as follows:
The information set forth in Item 1 is hereby incorporated by reference in its entirety herein. All of the Class B Ordinary Shares to which this Amendment No. 2 relates were acquired by the Reporting Persons as consideration for the sale of the warrants to the Issuer. | ||
| Item 4. | Purpose of Transaction | |
The information set forth in Item 4 of the Initial Statement is incorporated by reference herein in response to the disclosure requirements of Item 4 of Schedule 13D.
The First Warrant Sale and Second Warrant Sale were private sales with individual buyers. The Issuer Warrant Purchase was initiated by the Issuer for the purpose of buying back a portion of the outstanding warrants.
Other than as described therein, or as described under Item 5 below, neither Reporting Person currently has plans or proposals that relate to or would result in any of the transactions involving the Issuer described in subparagraphs (a) through (j) of Item 4 of Schedule 13D (although either Reporting Person may from time to time consider pursuing or proposing any such transactions and, in that connection, may discuss, evaluate and/or pursue any such transactions with their respective advisors, the Issuer or other persons). | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The aggregate number and percentage of the Class A Ordinary Shares beneficially owned by Jinyu Chang is 55,480,000 and 46.34%.
The aggregate number and percentage of the Class A Ordinary Shares beneficially owned by High-Trend USA is 55,480,000 and 46.34%.
Each Class B Ordinary Share is entitled to 20 votes on all matters subject to vote at general meetings of the Issuer, whereas each Class A Ordinary Share is entitled to one vote. Therefore, the voting power of 2,500,000 Class B Shares would be equivalent to 50,000,000 Class A Ordinary Shares and together with the 55,480,000 Class A Ordinary Shares that the Reporting Persons hold: 105,480,000/(137,500,000+50,000,000), a 56.26% voting power. | |
| (b) | Items 7 through 10 of each of the cover pages of this Schedule 13D are incorporated herein by reference. | |
| (c) | Except as described in Item 1 and the Original Statement, neither Reporting Person has effected any transactions in the securities of the Issuer in the last 60 days. | |
| (d) | Not applicable. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
The information contained in Items 1 is incorporated by reference herein.
The disclosure regarding the warrant purchase agreement is not purported to be completed and is qualified in its entirety by the warrant purchase agreement, attached hereto as Exhibit 4.1, which is incorporated by reference in its entirety into this Amendment No. 2. | ||
| Item 7. | Material to be Filed as Exhibits. | |
4.1 Form of Warrant Purchase Agreement
4.2 Warrant Purchase Agreement dated as of March 24, 2025 between High-Trend Holdings USA LLC and High-Trend International Group | ||
| 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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