SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Amendment No __)*

 

ARB IOT GROUP LIMITED

(Name of Issuer)

 

Ordinary Shares, $0.0001 par value

(Title of Class of Securities)

 

G0447T100

(CUSIP Number)

 

December 31, 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 disclosures provided in a prior cover page.

 

The information required on 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.

NAMES OF REPORTING PERSONS

 

ARB BERHAD

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

 

7,503,858

6.

SHARED VOTING POWER

 

0

7.

SOLE DISPOSITIVE POWER

 

7,503,858 

8.

SHARED DISPOSITIVE POWER

 

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

7,503,858

10.

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

(see instructions) ☐

 

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

28.38%*

12.

TYPE OF REPORTING PERSON (see instructions)

 

OO

 

*This percentage is calculated based on 26,437,500 ordinary shares of ARB IOT GROUP LIMITED (the “Issuer”) issued and outstanding as of December 31, 2023.


2

 

 

Item 1.

 

  (a) Name of Issuer
ARB IOT GROUP LIMITED
     
  (b) Address of Issuer’s Principal Executive Offices
2F-09, Pusat Perdagangan IOI, No. 1 Persiaran Puchong Jaya Selatan, Bandar Puchong Jaya, 47100 Puchong, Selangor, Malaysia

 

Item 2.

 

  (a) Name of Person Filing
ARB Berhad (the “Reporting Person”)
     
  (b) Address of the principal business office or, if none, residence
22.08, Level 22, Menara Exchange 106 Lingkaran TRX Tun Razak Exchange 55188  Kuala Lumpur Wilayah Persekutuan Malaysia
     
  (c)

Citizenship

Malaysia

     
  (d)

Title of Class of Securities

Ordinary Shares, par value $0.0001 per share

     
  (e) CUSIP Number
G0447T100

 

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:

 

Not applicable.

 

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.

 

  (a)

Amount beneficially owned:

 

See Item 9 of the cover page to this Schedule 13G for the aggregate number of ordinary shares that are beneficially owned by the Reporting Person as of December 31, 2023.

       
  (b)

Percent of class:

 

See Item 11 of the cover page to this Schedule 13G for the percentage of ordinary shares that are beneficially owned by the Reporting Person as of December 31, 2023.

       
  (c) Number of shares as to which the person has:
       
    (i) Sole power to vote or to direct the vote
       
    (ii) Shared power to vote or to direct the vote
       
    (iii) Sole power to dispose or to direct the disposition of
       
    (iv) Shared power to dispose or to direct the disposition of
       
      See Items 5 through 8 of the cover page to this Schedule 13G for the number of ordinary shares that are beneficially owned by the Reporting Person as of December 31, 2023 as to which there is sole or shared power to vote or direct the vote, and sole or shared power to dispose or direct the disposition of.

 

3

 

 

Item 5.  Ownership of Five 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 five percent of the class of securities, check the following ☐.

 

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.

 

Not applicable.

 

4

 

 

SIGNATURES

 

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: February 12, 2024 ARB BERHAD
   
  By: /s/ Dato’ Sri Liew Kok Leong
  Name:  Dato’ Sri Liew Kok Leong
  Title: Attorney-in-Fact**
  ** Pursuant to a Power of Attorney dated as of February 7, 2024 attached hereto as Exhibit 99.1.

 

The original statement shall be signed by each person on whose behalf the statement is filed or such person's authorized representative. If the statement is signed on behalf of a person by such person's authorized representative (other than an executive officer or general partner of the filing person), evidence of the representative's authority to sign on behalf of such person shall be filed with the statement; provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath such person's signature.

 

Attention—Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).

 

5

 

Exhibit 99.1

 

POWER OF ATTORNEY

 

Know all by these presents, that ARB Berhad (the “Company”) hereby constitutes and appoints DATO’ SRI LIEW KOK LEONG, signing singly, and with full power of substitution, the Company’s true and lawful attorney-in-fact and agents to:

 

(1) prepare, execute in the Company’s name and on the Company’s behalf, and submit to the U.S. Securities and Exchange Commission (the “SEC”) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the Company to make electronic filings with the SEC of reports required by Section 13 of the Securities Exchange Act of 1934 (the “Exchange Act”) or any rule or regulation of the SEC;

 

(2) prepare, execute in the Company’s name and on the Company’s behalf, and submit to the SEC beneficial ownership reports on Schedule 13D or 13G, in accordance with Section 13 of the Exchange Act and the rules thereunder, in accordance with the Securities Act of 1933 (the “Securities Act”) and the rules thereunder (collectively, the “Covered Forms”);

 

(3) do and perform any and all acts for and on behalf of the Company that may be necessary or desirable to complete and execute any Covered Form, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any stock exchange, self-regulatory association or any similar authority; and

 

(4) take any other action of any type whatsoever in connection with the foregoing that, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required of, the Company, it being understood that the documents executed by such attorney-in-fact on behalf of the Company pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

 

The Company hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the Company might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The Company acknowledges that the foregoing attorney-in-fact, and their substitutes, in serving in such capacity at the request of the Company, are not assuming any of the Company’s responsibilities to comply with Section 13 of the Exchange Act or the provisions of the Securities Act.

 

This Power of Attorney shall remain in full force and effect until the Company is no longer required to file Form ID or the Covered Forms unless earlier revoked by the Company in a signed writing delivered to the attorney-in-fact. This Power of Attorney may be filed with the SEC as a confirming statement of the authority granted herein.

 

[Signature Page Follows]

 

 

 

 

IN WITNESS WHEREOF, the Company has caused this Power of Attorney to be executed as of this 7th day of February, 2024.

 

ARB BERHAD  
     
By: /s/ Hong Zi Shen  
Name: Hong Zi Shen  
Title: Executive Director  

 

 

 


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