Form SC 13G - Statement of acquisition of beneficial ownership by individuals

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

 

(Rule 13d-102)

 

Under the Securities Exchange Act of 1934

(Amendment No.    )*

 

Nova lifestyle inc.

(Name of Issuer)

 

Common Stock, $0.001 par value

(Title of Class of Securities)

 

66979P300

(CUSIP Number)

 

November 20, 2023

(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).

 

 

 

 

 

1	Name of Reporting Person
	Web 3.0 SDH BHD
2	Check the Appropriate Box if a Member of a Group
	(a) ☐ (b) ☐
3	SEC Use Only
4	Citizenship or place of organization
	Malaysia

Number of Shares Beneficially Owned by Each Reporting Person With:		5	Sole Voting Power
			270,000
		6	Shared Voting Power
			0
		7	Sole Dispositive Power
			270,000
		8	Shared Dispositive Power
			0

9	Aggregate Amount Beneficially Owned by Each Reporting Person
	270,000
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares
	☐
11	Percent of Class Represented by Amount in Row (9)
	16.5% (1)
12	Type of Reporting Person
	CO
(1)	Calculated based on a total of 1,634,727 shares of common stock of the Issuer as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on November 14, 2023.

 

2

 

 

1	Name of Reporting Person
	Koo Han Ruey
2	Check the Appropriate Box if a Member of a Group
	(a) ☐ (b) ☐
3	SEC Use Only
4	Citizenship or place of organization
	Malaysia

Number of Shares Beneficially Owned by Each Reporting Person With:		5	Sole Voting Power
			270,000(2)
		6	Shared Voting Power
			0
		7	Sole Dispositive Power
			270,000(2)
		8	Shared Dispositive Power
			0

9	Aggregate Amount Beneficially Owned by Each Reporting Person
	270,000(2)
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares
	☐
11	Percent of Class Represented by Amount in Row (9)
	16.5% (3)
12	Type of Reporting Person
	IN
(2)	In his capacity as the sole shareholder and director of Web 3.0 SDH BHD.
(3)	Calculated based on a total of 1,634,727 shares of common stock of the Issuer as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 14, 2023.

 

3

 

 

Item 1(a).	Name of Issuer:
	Nova LifeStyle Inc. (the “Issuer”)

 

Item 1(b).

Address of Issuer’s Principal Executive Offices:

 

6565 E. Washington Blvd., Commerce, CA, 90040

 

Item 2(a).

Name of Person Filings:

 

Web 3.0 SDH BHD

Koo Han Ruey

 

Item 2(b).	Address of Principal Business Office, or, if none, Residence:
	Web 3.0 SDH BHD
	Address: 2nd Floor, Lot 2805, Block 10, Jalan Tun Ahmad Zaidi Adruce, Central Park Commercial Centre, 93150 Kuching, Sarawak, Malaysia.   Koo Han Ruey Address: 2nd Floor, Lot 2805, Block 10, Jalan Tun Ahmad Zaidi Adruce, Central Park Commercial Centre, 93150 Kuching, Sarawak, Malaysia.
Item 2(c).	Citizenship:
	Web 3.0 SDH BHD: Malaysia Koo Han Ruey: Malaysia
Item 2(d).	Title of Class of Securities:
	Common Stock, $0.001 par value.

 

Item 2(e).	CUSIP No.:
	66979P300
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d -2(b) or (c), check whether the persons filing is a:
	Not applicable

 

4

 

 

Item 4.	Ownership:
	Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

		Amount beneficially owned				Percent of class (1)				Sole power to vote or direct the vote				Shared power to vote or to direct the vote				Sole power to dispose or to direct the disposition of				Shared power to dispose or to direct the disposition of
Web 3.0 SDH BHD			270,000				16.5	%			270,000				0				270,000				0
Koo Han Ruey(2)			270,000				16.5	%			270,000				0				270,000				0

 

(1)	Calculated based on a total of 1,634,727 shares of common stock of the Issuer as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 14, 2023.
(2)	In his capacity as the sole shareholder and director of Web 3.0 SDH BHD.

 

Item 5.	Ownership of Five Percent or Less of a Class:
	Not applicable

 

Item 6.	Ownership of More than Five 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:
	By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a–11.

 

5

 

 

LIST OF EXHIBITS

 

Exhibit No.		Description
99.1		Joint Filing Agreement

 

6

 

 

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.

 

Dated: November 29, 2023

 

	Web 3.0 SDH BHD
	By:	/s/ Koo Han Ruey
	Name:	Koo Han Ruey
	Title:	Director
	Koo Han Ruey
	By:	/s/ Koo Han Ruey
	Name:	Koo Han Ruey

 

7

 

Exhibit 99.1

 

JOINT FILING AGREEMENT

 

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to shares of common stock, par value of $0.001 per share, of Nova LifeStyle Inc, a Nevada company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

 

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of November 29, 2023.

 

	Web 3.0 SDH BHD
	By:	/s/ Koo Han Ruey
	Name:	Koo Han Ruey
	Title:	Director
	Koo Han Ruey
	By:	/s/ Koo Han Ruey
	Name:	Koo Han Ruey

 

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