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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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Springview Holdings Ltd (Name of Issuer) |
Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) |
G83761109 (CUSIP Number) |
Jordan Yi Chun Tse 203 Henderson Road #06-01, Henderson Industrial Park SINGAPORE, U0, 159546 (65) 6271 2282 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
10/17/2024 (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.
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. | G83761109 |
| 1 |
Name of reporting person
Zhuo Wang | ||||||||
| 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
CHINA
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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
1,200,000.00 | ||||||||
| 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)
10.43 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(1) Note to Item 9: Consists of 1,200,000 Class A ordinary shares held of record by Zhuo Wang. Zhuo Wang holds 1,200,000 ordinary shares through WZ GLOBAL (BVI) LIMITED. Zhuo Wang holds 100% of equity interest in WZ GLOBAL (BVI) LIMITED. Zhuo Wang is the sole director of WZ GLOBAL (BVI) LIMITED, has the power to direct the voting and disposition of the ordinary shares held by WZ GLOBAL (BVI) LIMITED, and may be deemed the beneficial owner of all ordinary shares held by WZ GLOBAL (BVI) LIMITED. (2) Note to Item 11: This percentage is calculated based on a total of 11,500,000 Class A ordinary shares outstanding, as reported by Springview Holdings Ltd (the "Issuer") in its annual report for the fiscal year ended December 31, 2024 filed with the Securities and Exchange Commission on April 28, 2025.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A Ordinary Shares, par value $0.0001 per share | |
| (b) | Name of Issuer:
Springview Holdings Ltd | |
| (c) | Address of Issuer's Principal Executive Offices:
203 Henderson Road #06-01, Henderson Industrial Park, SINGAPORE,
SINGAPORE
, 159546. | |
Item 1 Comment:
Springview Holdings Limited is a company incorporated in the Cayman Islands. | ||
| Item 2. | Identity and Background | |
| (a) | Zhuo Wang (the "Reporting Person"). | |
| (b) | The business address of the Reporting Person is 203 Henderson Road, #06-01, Henderson Industrial Park, Singapore 159546. | |
| (c) | The Reporting Person is the Chief Executive Officer of the Issuer. | |
| (d) | During the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). | |
| (e) | During the last five years, the Reporting Person has not 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) | The Reporting Person is a citizen of People's Republic of China. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
On January 23, 2024, Avanta (BVI) Limited transferred 1,200,000 Class A Shares to WZ GLOBAL (BVI) LIMITED. The Reporting Person holds 1,200,000 ordinary shares through WZ GLOBAL (BVI) LIMITED. The Reporting Person holds 100% of equity interest in WZ GLOBAL (BVI) LIMITED. The Reporting Person is the sole director of WZ GLOBAL (BVI) LIMITED, has the power to direct the voting and disposition of the ordinary shares held by WZ GLOBAL (BVI) LIMITED, and may be deemed the beneficial owner of all ordinary shares held by WZ GLOBAL (BVI) LIMITED. | ||
| Item 4. | Purpose of Transaction | |
On January 23, 2024, Avanta (BVI) Limited transferred 1,200,000 Class A Shares to WZ GLOBAL (BVI) LIMITED. The Reporting Person holds the Shares for investment purposes. The Reporting Person is the Chief Executive Officer of the Issuer and, as a result, may be asked to vote on or discuss matters related to items (a) through (j) of this Item 4 of Schedule 13D with representatives of the Issuer and others. Except as may be set forth herein, the Reporting Person has no current intention, plan or proposal with respect to items (a) through (j) of Item 4 of Schedule 13D. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Incorporated by reference to Items 11 and 13 of the Cover Page. | |
| (b) | Incorporated by reference to Items 7-10 of the Cover Page. | |
| (c) | None. | |
| (d) | None. | |
| (e) | N/A. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Lock-Up Agreement - Pursuant to the terms of a Lock-Up Agreement dated October 16, 2024, (the "Lock-Up Agreement"), a copy of the form of which is attached to this Schedule 13D as Exhibit 1 and incorporated herein by reference, the Reporting Person has agreed, subject to certain exceptions, not to offer, pledge, sell, or dispose of, directly or indirectly, any of the Issuer's Ordinary Shares or securities convertible into or exchangeable or exercisable for any of the Issuer's Ordinary Shares during the 6-month period following the effective date of the registration statement in connection with the offering, September 30, 2024. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 99.1 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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