Form SCHEDULE 13G MaxsMaking Inc. Filed by: ThriveNova Inc.
Tweet
Share
E-mail|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
|
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
MaxsMaking Inc. (Name of Issuer) |
A Shares (Title of Class of Securities) |
G6053R106 (CUSIP Number) |
09/30/2025 (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) |
SCHEDULE 13G
|
| CUSIP No. | G6053R106 |
| 1 | Names of Reporting Persons
ThriveNova Inc. | ||||||||
| 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
VIRGIN ISLANDS, BRITISH
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
14,850,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
89.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: (1) The amount in Rows 6, 8, 9, and 11 consists of (i) 5,197,500 A shares, par value US$0.01 per share ("A Shares"), of Issuer, and 5,197,500 B shares, par value US$0.01 per share ("B Shares"), of Issuer, held by ThriveNova Inc. and (ii) 2,227,500 A Shares and 2,227,500 B Shares held by OptimaForge Inc.
(2) Xiaozhong Lin is the sole member and director of ThriveNova Inc., and is deemed to beneficially own the shares held by ThriveNova Inc. In addition, Xiaozhong Lin is the spouse of Xuefen Zhang and accordingly each of them is deemed to have beneficial ownership of each other's shares for purposes of the SEC rules, unless any of them disclaims beneficial ownership of those shares.
(3) Each B Share is convertible at any time into one A Share. Each A Share is entitled to one vote and each B Share is entitled to 30 votes. The number or percentage reported does not reflect the thirty for one voting power of the B Shares because those shares are treated as converted into A Shares for the purpose of this report.
(4) The percentage in Row 11 was calculated by dividing (a) the aggregate number of A Shares and B Shares beneficially owned by the Reporting Person as set forth in Row 9 by (b) the sum of (i) 9,200,000 A Shares outstanding and (ii) 7,425,000 B Shares outstanding, which numbers were derived solely based on information set forth in the Issuer's Registration Statement on Form F-1, as amended (File No. 333-283211), which became effective on July 3, 2025, and its subsequent Report on Form 6-K furnished on July 11, 2025. The aggregate number of B Shares set forth in clauses "(a)" and "(b)" of this footnote are treated as converted into A Shares only for the purpose of computing the percentage ownership of the Reporting Person.
SCHEDULE 13G
|
| CUSIP No. | G6053R106 |
| 1 | Names of Reporting Persons
Xiaozhong Lin | ||||||||
| 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
CHINA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
14,850,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
89.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: (1) The amount in Rows 6, 8, 9, and 11 consists of (i) 5,197,500 A Shares and 5,197,500 B Shares held by ThriveNova Inc. and (ii) 2,227,500 A Shares and 2,227,500 B Shares held by OptimaForge Inc.
(2) Xiaozhong Lin is the sole member and director of ThriveNova Inc., and is deemed to beneficially own the shares held by ThriveNova Inc. In addition, Xiaozhong Lin is the spouse of Xuefen Zhang and accordingly each of them is deemed to have beneficial ownership of each other's shares for purposes of the SEC rules, unless any of them disclaims beneficial ownership of those shares.
(3) Each B Share is convertible at any time into one A Share. Each A Share is entitled to one vote and each B Share is entitled to 30 votes. The number or percentage reported does not reflect the thirty for one voting power of the B Shares because those shares are treated as converted into A Shares for the purpose of this report.
(4) The percentage in Row 11 was calculated by dividing (a) the aggregate number of A Shares and B Shares beneficially owned by the Reporting Person as set forth in Row 9 by (b) the sum of (i) 9,200,000 A Shares outstanding and (ii) 7,425,000 B Shares outstanding, which numbers were derived solely based on information set forth in the Issuer's Registration Statement on Form F-1, as amended (File No. 333-283211), which became effective on July 3, 2025, and its subsequent Report on Form 6-K furnished on July 11, 2025. The aggregate number of B Shares set forth in clauses "(a)" and "(b)" of this footnote are treated as converted into A Shares only for the purpose of computing the percentage ownership of the Reporting Person.
SCHEDULE 13G
|
| CUSIP No. | G6053R106 |
| 1 | Names of Reporting Persons
OptimaForge Inc. | ||||||||
| 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
VIRGIN ISLANDS, BRITISH
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
14,850,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
89.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: (1) The amount in Rows 6, 8, 9, and 11 consists of (i) 5,197,500 A Shares and 5,197,500 B Shares held by ThriveNova Inc. and (ii) 2,227,500 A Shares and 2,227,500 B Shares held by OptimaForge Inc.
(2) Xuefen Zhang is the sole member and director of OptimaForge Inc., and is deemed to beneficially own the shares held by OptimaForge Inc. In addition, Xuefen Zhang is the spouse of Xiaozhong Lin and accordingly each of them is deemed to have beneficial ownership of each other's shares for purposes of the SEC rules, unless any of them disclaims beneficial ownership of those shares.
(3) Each B Share is convertible at any time into one A Share. Each A Share is entitled to one vote and each B Share is entitled to 30 votes. The number or percentage reported does not reflect the thirty for one voting power of the B Shares because those shares are treated as converted into A Shares for the purpose of this report.
(4) The percentage in Row 11 was calculated by dividing (a) the aggregate number of A Shares and B Shares beneficially owned by the Reporting Person as set forth in Row 9 by (b) the sum of (i) 9,200,000 A Shares outstanding and (ii) 7,425,000 B Shares outstanding, which numbers were derived solely based on information set forth in the Issuer's Registration Statement on Form F-1, as amended (File No. 333-283211), which became effective on July 3, 2025, and its subsequent Report on Form 6-K furnished on July 11, 2025. The aggregate number of B Shares set forth in clauses "(a)" and "(b)" of this footnote are treated as converted into A Shares only for the purpose of computing the percentage ownership of the Reporting Person.
SCHEDULE 13G
|
| CUSIP No. | G6053R106 |
| 1 | Names of Reporting Persons
Xuefen Zhang | ||||||||
| 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
SAINT KITTS AND NEVIS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
14,850,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
89.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: (1) The amount in Rows 6, 8, 9, and 11 consists of (i) 5,197,500 A Shares and 5,197,500 B Shares held by ThriveNova Inc. and (ii) 2,227,500 A Shares and 2,227,500 B Shares held by OptimaForge Inc.
(2) Xuefen Zhang is the sole member and director of OptimaForge Inc., and is deemed to beneficially own the shares held by OptimaForge Inc. In addition, Xuefen Zhang is the spouse of Xiaozhong Lin and accordingly each of them is deemed to have beneficial ownership of each other's shares for purposes of the SEC rules, unless any of them disclaims beneficial ownership of those shares.
(3) Each B Share is convertible at any time into one A Share. Each A Share is entitled to one vote and each B Share is entitled to 30 votes. The number or percentage reported does not reflect the thirty for one voting power of the B Shares because those shares are treated as converted into A Shares for the purpose of this report.
(4) The percentage in Row 11 was calculated by dividing (a) the aggregate number of A Shares and B Shares beneficially owned by the Reporting Person as set forth in Row 9 by (b) the sum of (i) 9,200,000 A Shares outstanding and (ii) 7,425,000 B Shares outstanding, which numbers were derived solely based on information set forth in the Issuer's Registration Statement on Form F-1, as amended (File No. 333-283211), which became effective on July 3, 2025, and its subsequent Report on Form 6-K furnished on July 11, 2025. The aggregate number of B Shares set forth in clauses "(a)" and "(b)" of this footnote are treated as converted into A Shares only for the purpose of computing the percentage ownership of the Reporting Person.
SCHEDULE 13G
|
| Item 1. | ||
| (a) | Name of issuer:
MaxsMaking Inc. | |
| (b) | Address of issuer's principal executive offices:
Room 903, Building 2, Kangjian Business Plaza No. 1288 Zhennan Road, Putuo District, Shanghai, China, 200331 | |
| Item 2. | ||
| (a) | Name of person filing:
ThriveNova Inc.
Xiaozhong Lin
OptimaForge Inc.
Xuefen Zhang | |
| (b) | Address or principal business office or, if none, residence:
ThriveNova Inc.:
2/F, Palm Grove House, P.O. Box 3340, Road Town, Tortola, British Virgin Islands
Xiaozhong Lin:
Room 903, Building 2, Kangjian Business Plaza No. 1288 Zhennan Road, Putuo District, Shanghai, China, 200331
OptimaForge Inc.:
2/F, Palm Grove House, P.O. Box 3340, Road Town, Tortola, British Virgin Islands
Xuefen Zhang:
Room 903, Building 2, Kangjian Business Plaza No. 1288 Zhennan Road, Putuo District, Shanghai, China, 200331 | |
| (c) | Citizenship:
ThriveNova Inc.: British Virgin Islands
Xiaozhong Lin: People's Republic of China
OptimaForge Inc.: British Virgin Islands
Xuefen Zhang: Saint Christopher (St. Kitts) and Nevis | |
| (d) | Title of class of securities:
A Shares | |
| (e) | CUSIP No.:
G6053R106 | |
| 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); | |
| (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). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
The information required by Items 4(a)-(c) is set forth in Rows 5-11 of each Cover Page and is incorporated herein by reference. | |
| (b) | Percent of class:
The information required by Items 4(a)-(c) is set forth in Rows 5-11 of each Cover Page and is incorporated herein by reference. %
| |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
The information required by Items 4(a)-(c) is set forth in Rows 5-11 of each Cover Page and is incorporated herein by reference. | ||
| (ii) Shared power to vote or to direct the vote:
The information required by Items 4(a)-(c) is set forth in Rows 5-11 of each Cover Page and is incorporated herein by reference. | ||
| (iii) Sole power to dispose or to direct the disposition of:
The information required by Items 4(a)-(c) is set forth in Rows 5-11 of each Cover Page and is incorporated herein by reference. | ||
| (iv) Shared power to dispose or to direct the disposition of:
The information required by Items 4(a)-(c) is set forth in Rows 5-11 of each Cover Page and is incorporated herein by reference. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| 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: |
Each of the undersigned agrees that (i) the statement on Schedule 13G relating to the A Shares of MaxsMaking Inc. has been adopted and filed on behalf of each of them, (ii) all future amendments to such statement on Schedule 13G will, unless written notice to the contrary is delivered as described below, be jointly filed on behalf of each of them and (iii) the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, shall apply to each of them. This agreement may be terminated with respect to the obligations to jointly file future amendments to such statement on Schedule 13G as to any of the undersigned upon such person giving written notice thereof to each of the other persons signatory hereto, at the principal office thereof. |
| 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.
|
|
|
|
|
|
|
|
|
Exhibit Information
|
Joint Filing Agreement. |
ATTACHMENTS / EXHIBITS
Create E-mail Alert Related Categories
SEC FilingsRelated Entities
13GSign up for StreetInsider Free!
Receive full access to all new and archived articles, unlimited portfolio tracking, e-mail alerts, custom newswires and RSS feeds - and more!
