Form SC 13G - Statement of Beneficial Ownership by Certain Investors
2024年8月29日 - 5:16AM
Edgar (US Regulatory)
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)
July
30, 2024
(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 |
Huge Energy International
Limited |
2 |
Check the Appropriate Box if a Member of a Group |
(a) ☐
(b) ☐ |
3 |
SEC Use Only
|
4 |
Citizenship or place of organization |
Hong Kong |
Number of
Shares
Beneficially
Owned by Each
Reporting Person
With: |
5 |
Sole Voting Power |
325,000 |
6 |
Shared Voting Power |
0 |
7 |
Sole Dispositive Power |
325,000 |
8 |
Shared Dispositive Power
|
0 |
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
|
325,000 |
10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
|
☐ |
11 |
Percent of Class Represented by Amount in Row (9)
|
10.5%
(1) |
12 |
Type of Reporting Person
|
CO |
(1) |
Based
on a total of 3,084,735 shares of Common Stock outstanding as of August 12, 2024, as reported by the Issuer in its
Form 10-Q filed with SEC on August 14, 2024. |
1 |
Name of Reporting Person
|
Ng
Man Shek |
2 |
Check the Appropriate Box if a Member of a Group
|
(a) ☐
(b) ☐ |
3 |
SEC Use Only
|
4 |
Citizenship or place of organization
|
Hong Kong |
Number of
Shares
Beneficially
Owned by Each
Reporting Person
With: |
5 |
Sole Voting Power
|
325,000(2) |
6 |
Shared Voting Power
|
0 |
7 |
Sole Dispositive Power
|
325,000(2) |
8 |
Shared Dispositive Power
|
0 |
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
|
325,000(2) |
10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
|
☐ |
11 |
Percent of Class Represented by Amount in Row (9)
|
10.5%
(3) |
12 |
Type of Reporting Person
|
IN |
(2) |
In
his capacity as the sole shareholder and director of Huge Energy International Limited. |
(3) |
Based
on a total of 3,084,735 shares of Common Stock outstanding as of August 12, 2024, as reported by the Issuer in its
Form 10-Q filed with SEC on August 14, 2024. |
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: |
Huge
Energy International Limited.
Ng Man Shek
Item
2(b). |
Address
of Principal Business Office, or, if none, Residence:
|
|
Huge
Energy International Limited |
|
Address: Unit B 19/F, Hillier
Commercial Building 89-91 Wing Lok St, Sheung Wan, Hong Kong
Ng Man Shek
Address: Unit B 19/F, Hillier
Commercial Building 89-91 Wing Lok St, Sheung Wan, Hong Kong
|
Item
2(c). |
Citizenship: |
|
|
|
Huge Energy
International Limited: Hong Kong
Ng Man Shek: Hong Kong
|
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 |
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 direct the disposition of | | |
Shared power to dispose or to direct the disposition of | |
Huge Energy International Limited | |
| 325,000 | | |
| 10.5 | % | |
| 325,000 | | |
| 0 | | |
| 325,000 | | |
| 0 | |
Ng Man Shek(2) | |
| 325,000 | | |
| 10.5 | % | |
| 325,000 | | |
| 0 | | |
| 325,000 | | |
| 0 | |
(1) |
Based
on a total of 3,084,735 shares of Common Stock outstanding as of August 12, 2024, as reported by the Issuer in its
Form 10-Q filed with SEC on August 14, 2024. |
(2) |
In
his capacity as the sole shareholder and director of Huge Energy International Limited. |
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. |
LIST
OF EXHIBITS
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:
August 28, 2024
|
Huge
Energy International Limited |
|
|
|
|
By: |
/s/
Ng Man Shek |
|
Name:
|
Ng
Man Shek |
|
Title: |
Director |
|
|
|
|
Ng
Man Shek |
|
|
|
|
By: |
/s/
Ng Man Shek |
|
Name:
|
Ng Man Shek
|
Exhibit
99.1
JOINT
FILING AGREEMENT
In
accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the
joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them
of a statement on Schedule 13G (including amendments thereto) with respect to shares of common stock, par value of $0.001 per share,
of Nova LifeStyle Inc, a Nevada company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may
be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
IN
WITNESS WHEREOF, the undersigned hereby execute this Agreement as of August 28, 2024.
|
Huge
Energy International Limited |
|
|
|
|
By: |
/s/
Ng Man Shek |
|
Name:
|
Ng
Man Shek |
|
Title: |
Director |
|
|
|
|
Ng
Man Shek |
|
|
|
|
By: |
/s/
Ng Man Shek |
|
Name:
|
Ng
Man Shek |
Nova Lifestyle (NASDAQ:NVFY)
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