Filing Details
- Accession Number:
- 0001213900-25-056720
- Form Type:
- 13D Filing
- Publication Date:
- 2025-06-22 20:00:00
- Filed By:
- ARB IOT Limited
- Company:
- Arb Iot Group Ltd
- Filing Date:
- 2025-06-23
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| ARB IOT Limited | 0 | 0 | 0 | 0 | 0 | 0% |
| Nexura Solutions Sdn. Bhd. | 0 | 0 | 0 | 0 | 0 | 0% |
| CAHAYA FANTASI SDN BHD | 0 | 0 | 0 | 0 | 0 | 0% |
| Norasekein Binti Hassan @ Wari | 83,376 | 0 | 83,376 | 0 | 83,376 | 4.7% |
Filing
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
|
ARB IOT Group Limited (Name of Issuer) |
Ordinary Shares, $0.0015 par value (Title of Class of Securities) |
G0447T118 (CUSIP Number) |
ARB IOT Limited No. 32-BC-16, Menara Q Sentral, 2A, Jalan Stesen Sentral 2, KL Sentral Kuala Lumpur, N8, 50470 012-310 8919 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
06/17/2025 (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
|
| CUSIP No. | G0447T118 |
| 1 |
Name of reporting person
ARB IOT Limited | ||||||||
| 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)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
(1) The percentages used herein are calculated based upon 1,765,256 ordinary shares outstanding as of June 23, 2025.
SCHEDULE 13D
|
| CUSIP No. | G0447T118 |
| 1 |
Name of reporting person
Nexura Solutions Sdn. Bhd. | ||||||||
| 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)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
MALAYSIA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
(1) The percentages used herein are calculated based upon 1,765,256 ordinary shares outstanding as of June 23, 2025.
SCHEDULE 13D
|
| CUSIP No. | G0447T118 |
| 1 |
Name of reporting person
CAHAYA FANTASI SDN BHD | ||||||||
| 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)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
MALAYSIA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
(1) The percentages used herein are calculated based upon 1,765,256 ordinary shares outstanding as of June 23, 2025.
SCHEDULE 13D
|
| CUSIP No. | G0447T118 |
| 1 |
Name of reporting person
Norasekein Binti Hassan @ Wari | ||||||||
| 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)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
MALAYSIA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
83,376.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(1) The percentages used herein are calculated based upon 1,765,256 ordinary shares outstanding as of June 23, 2025.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Ordinary Shares, $0.0015 par value | |
| (b) | Name of Issuer:
ARB IOT Group Limited | |
| (c) | Address of Issuer's Principal Executive Offices:
Level 39, Marina Bay Financial Centre Tower 2, 10 Marina Boulevard,
SINGAPORE
, 018983. | |
Item 1 Comment:
This Amendment No. 1 to Schedule 13D ("Amendment No. 1") amends and supplements the information set forth in the Schedule 13D filed by the Reporting Persons with the U.S. Securities and Exchange Commission (the "SEC") on November 5, 2024 (together with this Amendment No. 1, the "Schedule 13D"), relating to the ordinary shares, par value $0.0015 per share of ARB IOT Group Limited, an exempted company incorporated in the Cayman Islands. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms previously reported in the Schedule 13D. Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported in the Schedule 13D. This Amendment No. 1 is the final amendment to the Schedule 13D and constitutes an "exit filing" for the Reporting Persons. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | See rows (11) and (13) of the cover page to this Amendment No. 1 for the aggregate number and percentage of the ordinary shares beneficially owned by each Reporting Person. | |
| (b) | See rows (7) through (10) of the cover page to this Amendment No. 1 for the shares as to which each Reporting Person has the sole or shared voting power and sole or shared dispositive power. | |
| (c) | On June 9, 2025, ARB IOT Limited distributed the entire shares it held in the Issuer to its sole owner, Nexura Solutions Sdn. Bhd., formerly known as ARB Holdings Sdn Bhd. On June 9, 2025, Nexura Solutions Sdn. Bhd. further distributed such shares of the Issuer to its sole owner, Cahaya Fantasi Sdn Bhd. On June 9, 2025, Cahaya Fantasi Sdn Bhd subsequently declared a distribution of these shares of the Issuer to its six shareholders in proportion to their respective ownership interests in Cahaya Fantasi Sdn Bhd. On June 17, 2025, the six shareholders received their respective portions of these shares of the Issuer. As a result of these distributions, the Reporting Persons, except for Norasekein Binti Hassan @ Wari, no longer beneficially own any of the Issuer's outstanding ordinary shares. Following these distributions, Norasekein Binti Hassan @ Wari only beneficially owns 83,376 ordinary shares of the Issuer, through BIDANG BARAT SDN BHD. | |
| (e) | On June 17, 2025, the Reporting Persons ceased to be the beneficial owners of more than five percent of the ordinary shares of the Issuer. | |
| 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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