UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
Under the Securities Exchange Act of 1934
(Amendment No. )*
Nova lifestyle inc.
(Name of Issuer)
Common Stock, $0.001 par value
(Title of Class of Securities)
66979P300
(CUSIP Number)
November 20, 2023
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ☐ | Rule 13d-1(b) |
| ☒ | Rule 13d-1(c) |
| ☐ | Rule 13d-1(d) |
| * | 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 the disclosures provided in a prior cover page. |
The information required in 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).
| 1 | Name of Reporting Person |
|
Web 3.0 SDH BHD | |
| 2 | Check the Appropriate Box if a Member of a Group |
|
(a) ☐ (b) ☐ | |
| 3 | SEC Use Only
|
| 4 | Citizenship or place of organization |
Malaysia |
| Number
of Shares Beneficially Owned by Each Reporting Person With: |
5 | Sole Voting Power | |
270,000 | |||
| 6 | Shared Voting Power | ||
0 | |||
| 7 | Sole Dispositive Power | ||
270,000 | |||
| 8 | Shared Dispositive Power
| ||
| 0 |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
|
| 270,000 | |
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
|
| ☐ | |
| 11 | Percent of Class Represented by Amount in Row (9)
|
| 16.5% (1) | |
| 12 | Type of Reporting Person
|
| CO | |
| (1) | Calculated based on a total of 1,634,727 shares of common stock of the Issuer as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on November 14, 2023. |
| 2 |
| 1 | Name of Reporting Person
|
| Koo Han Ruey | |
| 2 | Check the Appropriate Box if a Member of a Group
|
| (a)
☐ (b) ☐ | |
| 3 | SEC Use Only
|
| 4 | Citizenship or place of organization
|
| Malaysia |
| Number
of Shares Beneficially Owned by Each Reporting Person With: |
5 | Sole Voting Power
| |
| 270,000(2) | |||
| 6 | Shared Voting Power
| ||
| 0 | |||
| 7 | Sole Dispositive Power
| ||
| 270,000(2) | |||
| 8 | Shared Dispositive Power
| ||
| 0 |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
|
| 270,000(2) | |
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
|
| ☐ | |
| 11 | Percent of Class Represented by Amount in Row (9)
|
| 16.5% (3) | |
| 12 | Type of Reporting Person
|
| IN | |
| (2) | In his capacity as the sole shareholder and director of Web 3.0 SDH BHD. |
| (3) | Calculated based on a total of 1,634,727 shares of common stock of the Issuer as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 14, 2023. |
| 3 |
| Item 1(a). | Name of Issuer: |
| Nova LifeStyle Inc. (the “Issuer”) |
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
6565 E. Washington Blvd., Commerce, CA, 90040
| Item 2(a). | Name of Person Filings: |
Web 3.0 SDH BHD
Koo Han Ruey
| Item 2(b). | Address of Principal Business Office, or, if none, Residence:
|
| Web 3.0 SDH BHD | |
Address: 2nd Floor, Lot 2805, Block 10, Jalan Tun Ahmad Zaidi Adruce, Central Park Commercial Centre, 93150 Kuching, Sarawak, Malaysia.
Koo Han Ruey Address: 2nd Floor, Lot 2805, Block 10, Jalan Tun Ahmad Zaidi Adruce, Central Park Commercial Centre, 93150 Kuching, Sarawak, Malaysia.
| |
| Item 2(c). | Citizenship: |
Web 3.0 SDH BHD: Malaysia Koo Han Ruey: Malaysia
| |
| Item 2(d). | Title of Class of Securities: |
| Common Stock, $0.001 par value. |
| Item 2(e). | CUSIP No.: |
66979P300
| |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d -2(b) or (c), check whether the persons filing is a: |
| Not applicable |
| 4 |
| Item 4. | Ownership: |
| Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. |
| Amount beneficially owned | Percent of class (1) | Sole power to vote or direct the vote | Shared power to vote or to direct the vote | Sole
power to dispose or to | Shared power to dispose or to direct the disposition of | |||||||||||||||||||
| Web 3.0 SDH BHD | 270,000 | 16.5 | % | 270,000 | 0 | 270,000 | 0 | |||||||||||||||||
| Koo Han Ruey(2) | 270,000 | 16.5 | % | 270,000 | 0 | 270,000 | 0 | |||||||||||||||||
| (1) | Calculated based on a total of 1,634,727 shares of common stock of the Issuer as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 14, 2023. |
| (2) | In his capacity as the sole shareholder and director of Web 3.0 SDH BHD. |
| Item 5. | Ownership of Five Percent or Less of a Class: |
| Not applicable |
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person: |
| Not applicable |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person: |
| Not applicable |
| Item 8. | Identification and Classification of Members of the Group: |
| Not applicable |
| Item 9. | Notice of Dissolution of Group: |
| Not applicable |
| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a–11. |
| 5 |
LIST OF EXHIBITS
Exhibit No. |
Description | |
| 99.1 | Joint Filing Agreement | |
| 6 |
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.
Dated: November 29, 2023
| Web 3.0 SDH BHD | ||
| By: | /s/ Koo Han Ruey | |
| Name: | Koo Han Ruey | |
Title: |
Director | |
| Koo Han Ruey | ||
| By: | /s/ Koo Han Ruey | |
| Name: | Koo Han Ruey | |
| 7 |