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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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Etoiles Capital Group Co., Ltd (Name of Issuer) |
Class A Ordinary Shares (Title of Class of Securities) |
(CUSIP Number) |
Kit Shing, CHEUNG Vistra Corporate Services Cente, Wickhams Cay II Road Town, Tortola, D8, VG1110 852-2398-8699 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
08/07/2025 (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. |
| 1 |
Name of reporting person
Etoiles Zeneo Investment Ltd | ||||||||
| 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
VIRGIN ISLANDS, BRITISH
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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
10,287,000.00 | ||||||||
| 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)
68.08 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Percentage of ownership is based on 15,110,000 Class A Ordinary Shares, consisting of 15,110,000 as of the date of this Schedule 13D.
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Kit Shing, CHEUNG | ||||||||
| 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)
PF | ||||||||
| 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
HONG KONG
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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
10,287,000.00 | ||||||||
| 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)
68.08 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Represents 10,287,000 Class A Ordinary Shares held by Etoiles Zeneo Investment Ltd as of the date hereof. Etoiles Zeneo Investment Ltd, a British Virgin Islands business company wholly owned by Mr. Kit Shing, CHEUNG, our Director, CEO and Chairperson of the Board of Directors of the Company. Percentage of ownership is based on 15,110,000 Class A Ordinary Shares, consisting of 15,110,000 as of the date of this Schedule 13D.
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Class A Ordinary Shares |
| (b) | Name of Issuer:
Etoiles Capital Group Co., Ltd |
| (c) | Address of Issuer's Principal Executive Offices:
Unit 03-04, 25/F, Cosco Tower, 183 Queen's Road Central, Sheung wan,
HONG KONG
, 0000. |
| Item 2. | Identity and Background |
| (a) | This Statement is being jointly filed by Etoiles Zeneo Investment Ltd, a British Virgin Islands business company, and Kit Shing, CHEUNG, an individual (together, the "Reporting Person"), pursuant to a joint filing agreement, dated August 31, 2026 (the "Joint Filing Agreement"), which is filed as Exhibit 99.1 to this Schedule 13D and is incorporated by reference herein. |
| (b) | The business address of the Reporting Person is Vistra Corporate Services Cente, Wickhams Cay II, Road Town, Tortola VG1110, British Virgin Islands.
The principal address of Kit Shing, CHEUNG is Unit 03-04, 25/F, Cosco Tower, 183 Queen's Road Central, Sheung Wan, Hong Kong , Hong Kong. |
| (c) | The principal business of Etoiles Zeneo Investment Ltd is a holding company of its passive investment.
Kit Shing, CHEUNG's principal occupation or employment is director at Etoiles Capital Group Co., Ltd, acting as Director, CEO and Chairperson of the Board of Directors, and is located at Unit 03-04, 25/F, Cosco Tower, 183 Queen's Road Central, Sheung Wan, Hong Kong , Hong Kong. |
| (d) | None. |
| (e) | None. |
| (f) | Etoiles Zeneo Investment Ltd is a British Virgin Islands company.
Kit Shing, CHEUNG is a citizen of Hong Kong. |
| Item 3. | Source and Amount of Funds or Other Consideration |
On November 4, 2024, Etoiles Capital Group Co., Ltd (the "Company") passed board resolutions and shareholder resolutions to re-designate our authorized share capital from US$50,000 divided into 500,000,000 ordinary shares of par value US$0.0001 each to US$50,000 divided into (i) 450,000,000 Class A Ordinary Shares of par value of US$0.0001 each and (ii) 50,000,000 Class B Ordinary Shares of par value of US$0.0001 by re-designating (a) 449,990,000 authorized but unissued ordinary shares of par value of US$0.0001 each into 449,990,000 Class A Ordinary Shares of par value of US$0.0001 each; and (b) 50,000,000 authorized but unissued ordinary shares of par value of US$0.0001 each into 50,000,000 Class B Ordinary Shares of par value of US$0.0001 each, and re-designating a total of 10,000 issued ordinary shares of par value of US$0.0001 owned by Etoiles Zeneo Investment Limited into 10,000 Class A ordinary shares of par value of US$0.0001 each. Simultaneously, the Company issued 13,490,000 Class A ordinary shares of par value of US$0.0001 each and 10,000,000 Class B ordinary shares of par value of US$0.0001 each to Etoiles Zeneo Investment Limited.
On November 4, 2024, Etoiles Zeneo Investment Limited entered into five sale and purchase agreements (the "Sale and Purchase Agreements") with Doublefortuna Company Limited, Easy Cargo Management Inc, Enbo Holdings Group Limited, La Dicha Group Limited and Quantum Pinnacle Company Limited, respectively. Pursuant to the Sales and Purchase Agreements, Etoiles Zeneo Investment Limited sold, and Doublefortuna Company Limited, Easy Cargo Management Inc, Enbo Holdings Group Limited, La Dicha Group Limited and Quantum Pinnacle Company Limited acquired, 4.90%, 4.60%, 4.70%, 4.70% and 4.90% of the issued Class A equity interests in the Company, at the consideration of US$125,642, US$117,949, US$120,513, US$120,513 and US$125,642, respectively. On the same date, Etoiles Zeneo Investment Limited executed the instrument of transfers whereby Etoiles Zeneo Investment Limited have transferred 661,500, 621,000, 634,500, 634,500 and 661,500 Class A Ordinary Shares, out of its 13,500,000 Class A Ordinary Shares, to Doublefortuna Company Limited, Easy Cargo Management Inc, Enbo Holdings Group Limited, La Dicha Group Limited and Quantum Pinnacle Company Limited, respectively. Subsequent to the transfers, Etoiles Zeneo Investment Limited held 10,287,000 Class A Ordinary Shares and 10,000,000 Class B Ordinary Shares of the Company.
On May 8, 2025 and July 14, 20[MT5.1]26, Etoiles Zeneo Investment Limited proposed to voluntarily surrender 5,000,000 Class B Ordinary Shares and 5,000,000 Class B Ordinary Shares to the Company for no consideration for the cancellation, and the Company approved the surrender and cancellation of such shares on May 8, 2025 and July 14, 20[MT6.1]26, respectively. Subsequently, Etoiles Zeneo Investment Limited held 10,287,000 Class A Ordinary Shares of the Company. | |
| Item 4. | Purpose of Transaction |
Except as set forth in this Item 4, none of the Reporting Persons has any present plans or proposals that relate to or would result in any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D, the Reporting Person, at any time, and from time to time, may review, reconsider and change their position and/or change their purpose and/or develop such plans and may seek to influence management of the Issuer or the Board of Directors with respect to the business and affairs of the Issuer and may from time to time consider pursuing or proposing such matters with advisors, the Issuer, or other persons.
The Reporting Persons may consider such matters in the future and, subject to applicable law or other restrictions, may formulate other purposes, plans, or proposals regarding the Issuer or the ordinary shares that may be deemed to be beneficially owned by the Reporting Persons, or take any other actions that could involve one or more of the types of transactions or have one or more of the results described in clauses (a) through (j) of Item 4 of Schedule 13D. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | the information contained in rows 7, 8, 9, 10, 11, and 13 on the cover pages of this Schedule 13D (including the footnotes thereto) is incorporated by reference into this Item 5. |
| (b) | the information contained in rows 7, 8, 9, 10, 11, and 13 on the cover pages of this Schedule 13D (including the footnotes thereto) is incorporated by reference into this Item 5. |
| (c) | To the best knowledge of the Reporting Persons, except as disclosed in this Schedule 13D, none of the Reporting Persons has effected any transactions relating to the ordinary shares of the Issuer during the past 60 days. |
| (d) | To the knowledge of the Reporting Persons, no person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of the ordinary shares held by the Reporting Persons. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
To the knowledge of the Reporting Persons, except for the matters described in this Schedule 13D, there is no contract, arrangement, understanding or relationship (legal or otherwise) among the Reporting Person or between the Reporting Persons and any other person with respect to any securities of the Issuer. | |
| Item 7. | Material to be Filed as Exhibits. |
99.1 Joint Filing Agreement, dated August 31, 2026 |
| 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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Exhibit 99.1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the class A ordinary shares, no par value per share, of Etoiles Capital Group Co., Ltd, a Cayman Islands business company, and that this Agreement be included as an Exhibit to such joint filing.
Each of the undersigned acknowledges that each shall be responsible for the timely filing of any statement (including amendments) on Schedule 13D, and for the completeness and accuracy of the information concerning him, her, or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other persons making such filings, except to the extent that he, she, or it knows or has reason to believe that such information is inaccurate.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of August 31, 2026.
| Etoiles Zeneo Investment Ltd | ||
| /s/ Kit Shing, CHEUNG | ||
| Name: | Kit Shing, CHEUNG | |
| Title: | Director | |
| /s/ Kit Shing, CHEUNG | ||
| Name: | Kit Shing, CHEUNG | |