Form SC 13G - Statement of Beneficial Ownership by Certain Investors

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

 

GLOBAL ENGINE GROUP HOLDING LIMITED

(Name of Issuer)

 

Ordinary Shares, par value $0.0000625 per share

(Title of Class of Securities)

 

G39711109

(CUSIP Number)

 

September 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).

 

 

 

 

 

 

CUSIP No. G39711109

 

(1)	Names of reporting persons
	Cosmic Solution Group Limited
(2)	Check the appropriate box if a member of a group (see instructions)
	(a) ☐
	(b) ☐
(3)	SEC use only
(4)	Citizenship or place of organization
	British Virgin Islands

Number of shares beneficially owned by each reporting person with:
	(5)	Sole voting power
		960,000(1)
	(6)	Shared voting power
		0
	(7)	Sole dispositive power
		960,000(1)
	(8)	Shared dispositive power
		0

(9)	Aggregate amount beneficially owned by each reporting person
	960,000(1)
(10)	Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ☐
(11)	Percent of class represented by amount in Row (9)
	5.3%(2)
(12)	Type of reporting person (see instructions)
	CO

 

(1)

Represents 960,000 ordinary shares, par value $0.0000625 per share (the “Ordinary Shares”) of Global Engine Group Holding Limited (the “Issuer”) directly held by Cosmic Solution Group Limited, a British Virgin Islands company (“Cosmic Solution”), which is wholly owned by Mr. Sung Pui Hei (“Mr. Sung”). Accordingly, Mr. Sung is deemed to have voting, dispositive or investment powers over Cosmic Solution.

 

(2)

Based on an aggregate of 18,300,000 Ordinary Shares issued and outstanding as of the date hereof.

 

2

 

 

CUSIP No. G39711109

 

(1)	Names of reporting persons
	Sung Pui Hei
(2)	Check the appropriate box if a member of a group (see instructions)
	(a) ☐
	(b) ☐
(3)	SEC use only
(4)	Citizenship or place of organization
	The United Kingdom

Number of shares beneficially owned by each reporting person with:
	(5)	Sole voting power
		960,000(1)
	(6)	Shared voting power
		0
	(7)	Sole dispositive power
		960,000(1)
	(8)	Shared dispositive power
		0

(9)	Aggregate amount beneficially owned by each reporting person
	960,000(1)
(10)	Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ☐
(11)	Percent of class represented by amount in Row (9)
	5.3%(2)
(12)	Type of reporting person (see instructions)
	IN

 

(1)

Represents 960,000 Ordinary Shares held by Cosmic Solution, which is wholly owned by Mr. Sung.

 

(2)

Based on an aggregate of 18,300,000 Ordinary Shares issued and outstanding as of the date hereof.

 

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ITEM 1(A) NAME OF ISSUER:

 

Global Engine Group Holding Limited

 

ITEM 1(B) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:

 

Room C, 19/F, World Tech Centre

95 How Ming Street, Kwun Tong

Kowloon, Hong Kong

 

ITEM 2 (A) NAME OF PERSON FILING:

 

(i)

Cosmic Solution Group Limited

 

(ii)

Sung Pui Hei

  

ITEM 2 (B) ADDRESS OR PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

 

(i)

Cosmic Solution Group Limited: c/o Global Engine Group Holding Limited, Room C, 19/F, World Tech Centre, 95 How Ming Street, Kwun Tong, Kowloon, Hong Kong

 

(ii)

Sung Pui Hei: c/o Global Engine Group Holding, Room C, 19/F, World Tech Centre, 95 How Ming Street, Kwun Tong, Kowloon, Hong Kong

  

ITEM 2 (C) CITIZENSHIP:

 

(i)

Cosmic Solution Group Limited: a company incorporated in the British Virgin Islands

 

(ii)

Sung Pui Hei: The United Kingdom

 

ITEM 2 (D) TITLE OF CLASS OF SECURITIES:

 

Ordinary Shares, par value $0.0000625 per share

 

ITEM 2 (E) CUSIP NO.:

 

G39711109

 

ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO §§ 240.13D-1(B) OR 240.13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A:

 

(a)

☐

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

 

(b)

☐

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

 

(c)

☐

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

 

(d)

☐

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8);

 

(e)

☐

An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);

 

(f)

☐

An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

 

4

 

 

(g)

☐

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

 

(h)

☐

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)

☐

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 

(j)

☐

A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);

 

(k)

☐

Group, in accordance with § 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:

 

ITEM 4. OWNERSHIP 

 

(a) Amount beneficially owned:

 

The information required by Item 4(a) is set forth in Row 9 of the cover page for each Reporting Person and is incorporated herein by reference.

 

(b) Percent of class:

 

The total number of outstanding ordinary shares used to calculate the percent is 18,300,000.

 

(c) Number of shares as to which the person has:

 

The information required by Item 4(c) is set forth in Rows 5-8 of the cover page for each Reporting Person and is incorporated herein by reference.

 

ITEM 5. OWNERSHIP OF 5 PERCENT OR LESS OF A CLASS.

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ☐.

 

ITEM 6. OWNERSHIP OF MORE THAN 5 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

 

Not applicable.

 

5

 

 

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.

 

Date: November 15, 2024

 

	Cosmic Solution Group Limited
	Signature:	/s/ Sung Pui Hei
	Name:	Sung Pui Hei
	Title:	Director

 

	Signature:	/s/ Sung Pui Hei
	Name:	Sung Pui Hei

 

6

 

 

Exhibits

 

Exhibit No.		Title
1		Joint Filing Agreement, dated November 15, 2024

 

7

 

Exhibit 1

 

JOINT FILING AGREEMENT

 

The undersigned agree that this Schedule 13G, and any amendments hereto, relating to the ordinary shares, par value of US$0.0000625 per share of Global Engine Group Holding Limited, a British Virgin Islands company whose principal place of business is in Hong Kong, shall be filed on behalf of the undersigned.

 

	November 15, 2024
	Cosmic Solution Group Limited
	By:	/s/ Sung Pui Hei
		Name: Sung Pui Hei
		Title: Director

 

	By:	/s/ Sung Pui Hei
		Name: Sung Pui Hei

 

 

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