Beneficial Ownership Report · SCHEDULE 13D
K-Tech Solutions Company Limited
KMRKNASDAQEQUITYCurrent
Beneficial Ownership Report
Structured filing — SCHEDULE 13D
primary_doc.xml
Subject company
- Company
- K-TECH SOLUTIONS CO LTD
- Company CIK
- 0002049187
- Street
- Unit A, 7/F, Mai On Industrial Building
- Street (continued)
- 17-21 Kung Yip Street, Kwai Chung
- City
- New Territories
- State / country code
- K3
- Postal code
- 00000
Statement details
- Security class
- Class A Ordinary shares, with par value of US$0.0001 per share
- Event date
- 04/13/2026
- Previously filed indication
- false
Authorized notification person 1
- Name
- c/o Kwok Yiu Wah
- Phone
- 852 2741 3165
- Street
- Unit A, 7/F, Mai On Industrial Building
- Street (continued)
- 17-21 Kung Yip Street, Kwai Chung
- City
- New Territories
- State / country code
- K3
- Postal code
- 0
Reporting person 1
- Name
- Kwok Yiu Fai
- Reporting person CIK
- 0002126432
- No reporting person CIK indication
- N
- Citizenship / organization
- Z4
- Reporting person type
- IN
- Source of funds code
- PF
- Legal proceedings indication
- N
- Aggregate amount owned
- 12,000,000.00
- Percent of class
- 72.29
- Sole voting power
- 4,000,000.00
- Shared voting power
- 8,000,000.00
- Sole dispositive power
- 4,000,000.00
- Shared dispositive power
- 0.00
- Aggregate excludes certain shares
- N
- Comments
- (1) Mr. Kwok Yiu Fai owns 4,000,000 class A ordinary shares and 1,500,000 class B ordinary shares of K-Tech Solutions Company Limited (the "Issuer"), representing approximately 30.84% of the aggregate voting power of the Issuer's issued and outstanding class A and class B ordinary shares. (2) On December 2, 2024, Mr. Kwok Yiu Fai, Mr. Kwok Yiu Keung and Mr. Kwok Yiu Wah ("Controlling Shareholders") entered into an Acting in Concert Agreement pursuant to which they undertake to act in concert in relation to all matters that require the decisions of the shareholders of the Issuer. As a result of the Acting in Concert Agreement, our Controlling Shareholders collectively control 92.53% of the total voting power. (3) The calculation is based on 16,600,000 class A ordinary shares and 4,500,000 class B ordinary shares of the Issuer, as reported in the Issuer's prospectus on Form 424B3 filed with the U.S. Securities and Exchange Commission (the "SEC") on September 24, 2025.
Item 1
Issuer
K-TECH SOLUTIONS CO LTD
Security title
Class A Ordinary shares, with par value of US$0.0001 per share
Principal address
Item 2
Citizenship
Mr. Kwok Yiu Fai is a citizen of Canada.
Principal occupation
Mr. Kwok Yiu Fai's principal occupation is entrepreneur.
Filing person
This Schedule 13D is filed by Mr. Kwok Yiu Fai.
Criminal proceedings response
During the last five years, Mr. Kwok Yiu Fai has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
Proceedings description
During the last five years, Mr. Kwok Yiu Fai has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding 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 finding any violation with respect to such laws.
Principal business address
Mr. Kwok Yiu Fai's business address is at Flat A, 7/F. Mai On Industrial Building, 17-21 Kung Yip Street, Kwai Chung, New Territories, Hong Kong.
Item 3
Source of funds
Mr. Kwok Yiu Fai acquired the shares beneficially owned by him as part of a group reorganization of the Issuer. The Issuer was incorporated under the laws of the British Virgin Islands on December 2, 2024, a total of 30,000 ordinary shares were issued and allotted to Mr. Kwok Yiu Fai, Mr. Kwok Yiu Keung and Mr. Kwok Yiu Wah. On December 20, 2024, as part of the reorganization in contemplation of our IPO, a share swap transaction was completed, pursuant to which the Issuer acquired all the issued shares of K-Mark Technology Limited, the operating subsidiary of the Issuer, from Mr. Kwok Yiu Fai, Mr. Kwok Yiu Keung and Mr. Kwok Yiu Wah by way of allotting and issuing an aggregate of 19,470,000 ordinary shares to them. As a result, the Company total issued 19,500,000 ordinary shares to them. On May 15, 2025, the Issuer passed a written resolution to re-designate and re-classify its existing authorized ordinary shares. Prior to the re-classification exercise, the Issuer was authorized to issue a maximum of 500,000,000 ordinary shares of a single class with a par value of US$0.0001 each. Subsequent to the re- classification exercise, the Issuer's authorized shares were 500,000,000 ordinary shares with a par value of US$0.0001 each comprising (a) 495,500,000 Class A Shares with a par value of US$0.0001 each; and (b) 4,500,000 Class B Shares with a par value US$0.0001 each. Mr. Kwok Yiu Fai: PF
Item 4
Purpose of transaction
The Reporting Person is pre-IPO shareholder of the Issuer. The Reporting Person holds the shares for investment purposes. 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
Number of shares
Incorporated by reference to Items 7-10 of the Cover Page.
Transactions
The Reporting Person has not engaged in any transactions in the class of securities reported on that were effected during the past sixty days.
Other persons with an interest
N/A
Date ownership ceased to exceed 5%
N/A
Percentage of class
Incorporated by reference to Items 11 and 13 of the Cover Page. As of the date hereof, Mr. Kwok Yiu Fai may be deemed to beneficially own an aggregate of 12,000,000 class A ordinary shares and 4,500,000 class B ordinary shares of the Issuer, representing approximately 92.53% of the aggregate voting power of the Issuer's issued and outstanding Class A and Class B Ordinary Shares, based on 16,600,000 class A ordinary shares and 4,500,000 class B ordinary shares of the Issuer, as reported in the Issuer's prospectus on Form 424B3 filed with the U.S. Securities and Exchange Commission (the "SEC") on September 24, 2025. Of these shares: (1) 4,000,000 class A ordinary shares and 1,500,000 class B ordinary shares were owned by Nr. Kwok Yiu Fai, representing approximately 30.84% of the aggregate voting power of the Issuer's issued and outstanding class A and class B ordinary shares; and (2) 8,000,000 class A ordinary shares and 3,000,000 class B ordinary shares were held by Mr. Kwok Yiu Keung and Mr. Kwok Yiu Wah, representing approximately 61.69% of the aggregate voting power of the Issuer's issued and outstanding class A and class B ordinary shares. Pursuant to the Acting in Concert Agreement, the Controlling Shareholders undertake to act in concert in relation to all matters that require the decisions of the shareholders of the Issuer. As a result of the Acting in Concert Agreement, each of the Controlling Shareholders may be deemed to beneficially own the ordinary shares of the Issuer held by the other two Controlling Shareholders, while each of the Controlling Shareholder retain sole dispositive power over the shares they individually own.
Item 6
Contracts and arrangements
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
Filed exhibits
Exhibit A - Share Subscription Letter by and between Mr. Kwok Yiu Fai and the Issuer. Exhibit B - Application for Shares submitted by Mr. Kwok Yiu Fai to the Issuer. Exhibit C - Acting in Concert Agreement.
Signature 1
- Reporting person
- Kwok Yiu Fai
- Signed
- /s/ Kwok Yiu Fai
- Title
- Kwok Yiu Fai / Shareholder
- Date
- 04/13/2026
Filed exhibits
- SHARE SUBSCRIPTION LETTER BY AND BETWEEN MR. KWOK YIU FAI AND THE ISSUER ↗ea027370101ex99-a_ktech.htm
- APPLICATION FOR SHARES SUBMITTED BY MR. KWOK YIU FAI TO THE ISSUER ↗ea027370101ex99-b_ktech.htm
- ACTING IN CONCERT AGREEMENT ↗ea027370101ex99-c_ktech.htm
Company context
We are a holding company and our ability to pay dividends is primarily dependent upon the earnings of, and distributions by, our Hong Kong subsidiary. For a more detailed discussion of this risk factor, see page 18 of this prospectus.