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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, 264003 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 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
8,026,000.00 | ||||||||
| 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)
22.82 % | ||||||||
| 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 Limited (the "Reporting Person") which is wholly owned by Dingxin Sun. |
| (b) | Decent 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 Limited, a company incorporated under the laws of the British Virgin Islands, holds shares of the Issuer. |
| (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 are 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 Limited - British Virgin Islands |
| Item 3. | Source and Amount of Funds or Other Consideration |
The Reporting Person is pre IPO shareholders. The Reporting Person funded its purchase using working capital. | |
| Item 4. | Purpose of Transaction |
The Reporting Person is 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 Limited, holds 8,026,000 Class A Ordinary Shares of the Issuer. Mr. Dingxin Sun, the Chairman of the Board and Director of Issuer, is the sole director and wholly owns and controls Decent Limited. As a result of this ownership structure, Mr. Sun is deemed to have sole voting and dispositive power with respect to the shares of the Issuer held Decent limited for purposes of Rule 13d-3 under the Securities Exchange Act of 1934. The reporting person represents 22.82 percent of the Class A Ordinary Shares. The foregoing disclosure is based on a total of 35,171,405 issued and outstanding Class A Ordinary Shares, as of December 10, 2025, as disclosed on the shareholder list of the Issuer. |
| (b) | Decent Limited
Sole Voting Power: 8,026,000 Class A Ordinary Shares
Class A Ordinary Shares Shared Voting Power: 0
Sole Dispositive Power: 8,026,000 Class A Ordinary Shares
Class A Ordinary Shared Dispositive Power: 0 |
| (c) | The Reporting Person has 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.
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. | |
| Item 7. | Material to be Filed as Exhibits. |
Not Applicable |
| 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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