SEC Form SC 13D filed by Deswell Industries Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Common shares, no par value

(Title of Class of Securities)

250639 10 1

(CUSIP Number)

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

May 22, 2024

(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. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

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).

Explanatory Note: The Reporting Person, Lau Wai Ming is the daughter of Richard Pui Hon Lau, the former Chairman of the Board of Deswell Industries, Inc. Mr. Lau passed away on June 12, 2023. Upon the settlement of his estate, Ms. Lau inherited all of the Common Shares beneficially owned by Mr. Lau. The shares reported on this Schedule 13D represent the shares that were previously beneficially owned by Mr. Lau; once shares previously held of record by Mr. Lau are transferred, an amendment to this Schedule 13D will be filed to reflect such transfer.

This statement on Schedule 13D relates to the Common Shares, no par value, of Deswell Industries, Inc., a limited liability International Business Company incorporated under the laws of the British Virgin Islands (the “Issuer”). The Issuer’s principal offices are located at 10B Edificio Associacao Industrial De Macau, 32 Rua do Comandante Mata e Oliveira, Macao.

Ms. Lau is the daughter of Richard Pui Hon Lau, the former Chairman of the Board of the Issuer. Mr. Lau passed away on June 12, 2023. Upon the settlement of his estate, Ms. Lau inherited all of the Common Shares beneficially owned by Mr. Lau. The shares reported on this Schedule 13D represent the shares that were previously beneficially owned by Mr. Lau; once shares previously held of record by Mr. Lau are transferred, an amendment to this Schedule 13D will be filed to reflect such transfer.

Ms. Lau holds the Common Shares covered by this Schedule 13D for investment purposes. Ms. Lau intends to review her investment in the Company on a continuing basis. Depending on the price and availability of the Company’s securities, developments affecting the Company, the business prospects of the Company, general stock market and economic conditions, tax considerations, investment considerations and/or other factors deemed relevant, Ms. Lau may consider increasing or decreasing her investment in the Company, through one or more open market purchases or private transactions.

Ms. Lau beneficially owns the majority of the outstanding Common Shares of the Company. This will impede the acquisition of control by any other person, unless Ms. Lau elects to sell her Common Shares. Ms. Lau does not have any current plans or proposals that relate to or would result in any of the actions set forth in clauses (a) through (j) of Item 4 of Schedule 13D, other than the anticipated transfer of Common Shares previously held of record by Mr. Lau referenced above.

Not applicable.

Not applicable.

SIGNATURE

After reasonable inquiry, and to the best of my knowledge and belief, the undersigned hereby certifies that the information set forth in this statement is true, complete and correct.