SCHEDULE: Grande Group Ltd/HK: Ownership & Control Update

Grande Group Ltd/HK files Schedule 13D/A detailing changes in beneficial ownership and control, including a new director appointment and a significant share pledge.

Summary

• This filing is an amendment to a Schedule 13D, reporting changes in beneficial ownership and control of Grande Group Ltd/HK's Class A Ordinary Shares.
• Grande Holding Limited, along with Tak Kai Raymond Tam and Tianhang Zhao, continue to be deemed beneficial owners of 15,194,000 Class A Ordinary Shares, representing 76.33% of the total outstanding shares.
• Yujie Chen has resigned as a director of Grande Holding Limited, and consequently, is no longer deemed a beneficial owner of the Issuer's shares.
• Tianhang Zhao was issued 10 new shares of Grande Holding Limited on June 17, 2026, for US$1.10 million, and was appointed as the sole Director of Grande Holding Limited on the same date.
• Ocean Empire Group Limited and Blazing Success Holdings Limited have pledged 100% of their shares in Grande Holding Limited (collectively 90.91% of Grande Holding Limited's issued shares) as security for a US$9.5 million Promissory Note to LHS Prime Limited.
• The Share Charge grants LHS Prime Limited a security interest, with voting rights vesting in LHS Prime Limited only upon an Event of Enforcement.

Sentiment

Score: 3

Explanation: StockSavvy.ai views this filing as having a negative sentiment due to the significant financial risk introduced by the US$9.5 million share pledge and the resignation of a key executive from a related entity.

Positives

• Tianhang Zhao's acquisition of shares and directorship in Grande Holding Limited indicates increased direct involvement in the company's governance and management.
• The company has secured a US$9.5 million promissory note, which may provide financial flexibility or support for operations, although it is secured by a significant portion of Grande Holding Limited's shares.
• The filing clarifies beneficial ownership, providing transparency for investors regarding control of Grande Group Ltd/HK.

Negatives

• Yujie Chen's resignation as a director of Grande Holding Limited and subsequent cessation of beneficial ownership may signal a shift in strategic direction or internal dynamics.
• The pledge of 100% of Grande Holding Limited's shares by Ocean Empire Group Limited and Blazing Success Holdings Limited to LHS Prime Limited creates a significant risk. In the event of default, LHS Prime Limited could gain control of Grande Holding Limited, and by extension, a controlling stake in Grande Group Ltd/HK.
• The US$9.5 million debt secured by the share pledge represents a substantial financial obligation for Blazing Success Holdings Limited and Ocean Empire Group Limited.

Risks

• The primary risk is the potential loss of control over Grande Holding Limited by its current shareholders (Blazing Success Holdings Limited and Ocean Empire Group Limited) if they default on the US$9.5 million Promissory Note to LHS Prime Limited.
• An 'Event of Enforcement' under the Share Charge could lead to LHS Prime Limited taking control of the pledged shares, thereby impacting the governance and strategic direction of Grande Group Ltd/HK.
• The resignation of Yujie Chen from Grande Holding Limited's board could indicate internal disagreements or a change in strategic focus, the implications of which are not fully detailed.
• The company's reliance on debt financing, as evidenced by the Promissory Note, carries inherent financial risks, including the possibility of default and its consequences.

Future Outlook

The filing does not contain specific forward-looking statements or guidance regarding Grande Group Ltd/HK's future financial performance or strategic plans beyond the stated intention of the Reporting Persons to continue actively participating in the Issuer's management and strategic direction.

Management Comments

• Ms. Zhao acquired her shares in Grande Holding Limited is for investment purposes and to participate in the governance and management of Grande Holding Limited.
• Ms. Zhao does not independently have any plans or proposals to acquire control of the Issuer.
• The Reporting Persons intend to continue actively participating in the Issuer's management and strategic direction.

Industry Context

StockSavvy.ai notes that this filing pertains to a Schedule 13D amendment, which is common for significant changes in beneficial ownership or control of publicly traded companies. The details surrounding the share pledge and debt financing are critical for understanding the underlying financial health and control structure of Grande Holding Limited, which in turn impacts Grande Group Ltd/HK.

Management Changes

Related Party Transactions

• The pledge of shares in Grande Holding Limited by Blazing Success Holdings Limited and Ocean Empire Group Limited to LHS Prime Limited is a related party transaction, as LHS Prime Limited is the secured party for a significant loan to these entities.
• The issuance of shares in Grande Holding Limited to Tianhang Zhao, who is also a director of Grande Holding Limited and a reporting person, represents a transaction involving related parties.

Stakeholder Impact

• Shareholders of Grande Group Ltd/HK: The significant share pledge creates uncertainty regarding control and potential dilution or change in ownership structure if the debt is not repaid.
• Creditors of Blazing Success Holdings Limited and Ocean Empire Group Limited: The US$9.5 million debt and its security arrangement are critical for these entities.
• LHS Prime Limited: As the secured party, LHS Prime Limited has a significant interest in the performance of Blazing Success Holdings Limited and Ocean Empire Group Limited and the value of the pledged shares.
• Management and Employees: Changes in control or strategic direction stemming from the debt arrangement could impact management and employees.

Next Steps

• Monitor the repayment status of the US$9.5 million Promissory Note to LHS Prime Limited.
• Observe any future actions taken by LHS Prime Limited in the event of an 'Event of Enforcement'.
• Track the ongoing participation of the Reporting Persons in the management and strategic direction of Grande Group Ltd/HK.

Key Dates

Recommendation

The filing introduces significant risk due to the substantial debt secured by a controlling stake in Grande Holding Limited. While there are changes in directorship and shareholding, the potential for a change in control triggered by the debt default warrants a cautious 'hold' recommendation until the implications of the share pledge and the financial health of the entities involved become clearer.

Keywords

Grande Group Ltd/HK, Schedule 13D/A, Beneficial Ownership, Share Pledge, Grande Holding Limited, LHS Prime Limited, Promissory Note, Corporate Governance, Director Resignation, Tianhang Zhao, Yujie Chen, Tak Kai Raymond Tam