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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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Decent Holding Inc. (Name of Issuer) |
Class A Ordinary Shares, par value US$0.0001 per share (Title of Class of Securities) |
G2748R106 (CUSIP Number) |
4/F-5/F N. Zone, Dingxin Bldg Shandong, PRC, Yantai, F4, 264000 86 0535-5247776 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
01/22/2025 (Date of Event Which Requires Filing of This Statement) |

SCHEDULE 13D
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| CUSIP No. | G2748R106 |
| 1 |
Name of reporting person
Decent Ecolo Limited | ||||||||
| 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)
WC | ||||||||
| 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
1,902,000.00 | ||||||||
| 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)
5.41 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Class A Ordinary Shares, par value US$0.0001 per share |
| (b) | Name of Issuer:
Decent Holding Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
4th Floor & 5th Floor North Zone, Dingxin Building, No. 106 Aokema Avenue, Yantai,
CHINA
, 264003. |
| Item 2. | Identity and Background |
| (a) | This Schedule 13D is being filed by Decent Ecolo Limited (the "Reporting Person") and Dingyan Sun has sole voting and dispositive power over all of the Class A Ordinary Shares held by Decent Ecolo Limited. |
| (b) | Decent Ecolo Limited. The registered address of Decent limited is Start Chambers, Wickham's Cay II, P.O. Box 2221, Road Town, Tortola, British Virgin Islands. |
| (c) | Decent Ecolo Limited is an investment holding company primarily engaged in acquiring, holding, and managing equity interests in subsidiaries and other investments. It does not engage in direct business operations. |
| (d) | The Reporting Person has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanours) |
| (e) | The Reporting Person has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which the reporting person 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 a finding of any violation with respect to such laws. |
| (f) | Decent Ecolo Limited - British Virgin Islands |
| Item 3. | Source and Amount of Funds or Other Consideration |
The Reporting Person is pre IPO shareholder. Decent Ecolo Limited funded its purchase using working capital. Dingyan Sun funded her purchase using personal funds. | |
| Item 4. | Purpose of Transaction |
The Reporting Person is a pre-IPO shareholder of the Issuer. The Reporting Person acquired with the intent to exercise control over the Issuer. The Reporting Person intends to continue actively participating in the Issuer's management and strategic direction. Except as set forth herein, the Reporting Person does not have any present plans or proposals which relate to or would result in any of the transactions described in paragraphs (a) through (j) of this Item 4. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Decent Ecolo Limited, holds 1,902,000 Class A Ordinary Shares of the Issuer. Ms. Dingyan Sun, the Director of Issuer, owns 29.47% of Decent Ecolo Limited. However, pursuant to the organizational documents of Decent Ecolo Limited, Dingyan Sun has sole voting and dispositive power over all of the Class A Ordinary Shares held by Decent Ecolo Limited. As a result of this ownership structure, Ms. Sun is deemed to have sole voting and dispositive power with respect to the shares of the Issuer held Decent Ecolo Limited for purposes of Rule 13d-3 under the Securities Exchange Act of 1934. Collectively, the Class A Ordinary Shares beneficially owned by the Reporting Person represents 5.41 percent of the Class A Ordinary Shares. The foregoing disclosure is based on a total of 35,171,405 issued and outstanding Ordinary Shares, as of December 10, 2025, as disclosed in the Issuer's shareholder list on December 10, 2025. |
| (b) | Decent Ecolo Limited
Sole Voting Power: 1,902,000 Class A Ordinary Shares
Ordinary Shares Shared Voting Power: 0
Sole Dispositive Power: 1,902,000 Class A Ordinary Shares
Shared Dispositive Power: 0 |
| (c) | The Reporting Person have not engaged in any transactions in the class of securities reported on that were effected during the past sixty days. |
| (d) | Not applicable |
| (e) | Not applicable |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Except as set forth herein, the Reporting Person has no contracts, arrangements, understandings, or relationships with respect to the Issuer's securities requiring disclosure under this Item 6. | |
| Item 7. | Material to be Filed as Exhibits. |
Exhibit A - Decent Ecolo -Joint Voting Resolution |
| 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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