UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D/A
Under
the Securities Exchange Act of 1934
(Amendment
No. 2)*
JE
CLEANTECH HOLDINGS LIMITED
(Name
of Issuer)
Ordinary
Shares, $0.003 par value
(Title
of Class of Securities)
G50875
205
(CUSIP
Number)
Mr.
Henry F. Schlueter, Esq.
Schlueter
& Associates, P.C.
5655
South Yosemite Street, Suite 350
Greenwood
Village, CO 80111
Tel:
303-292-3883
(Name/Address/Telephone
Number of Person Authorized to Receive Notices and Communications)
November
15, 2024
(Date of Event which Requires
Filing of this Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check the following box ☐.
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule
13d-7 for other parties to whom copies are to be sent.
*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).
| CUSIP
No. G50875 205 |
13D |
Page
2 of 5 |
| 1 |
NAMES
OF REPORTING PERSONS
HONG
Bee Yin |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
☐
(b)
☐ |
| 3 |
SEC
USE ONLY
|
| 4 |
SOURCE
OF FUNDS (SEE INSTRUCTIONS)
OO |
| 5 |
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS
IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
|
| 6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Singapore |
Number
of shares
beneficially
owned
by
each reporting
person
with: |
7 |
SOLE
VOTING POWER
300,000 |
| 8 |
SHARED
VOTING POWER
3,200,000(1)(2) |
| 9 |
SOLE
DISPOSITIVE POWER
300,000 |
| 10 |
SHARED
DISPOSITIVE POWER
3,200,000(1)(2) |
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,500,000(1)(2) |
| 12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
|
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
65.95% |
| 14 |
TYPE
OF REPORTING PERSON
IN |
(1)
Ms. Hong and JE Cleantech Global Limited share voting and dispositive power over the shares by virtue of Ms. Hong’s position
as the sole officer, director and shareholder of JE Cleantech Global Limited, the record owner of the 3,200,000 ordinary shares of the
Issuer.
(2)
On October 16, 2023, the Company effected a 1-for-3 share consolidation pursuant to which each three outstanding ordinary shares
became 1 share, the total number of authorized ordinary shares was reduced from 15,020,000 to 5,006,666 and the par value per share increased
from $0.001 to $0.003.
(3) Based
on 5,306,666 ordinary shares issued and outstanding as of November 15, 2024
| CUSIP
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Explanatory
Note
This
Amendment No. 2 to Schedule 13D (this “Amendment”) amends and supplements the Schedule 13D originally filed on May 24, 2022
and Amendment No. 1 filed on May 24, 2022. All other information set forth in the Original Schedule 13D or in Amendment No. 1 thereto
remains unchanged. Unless otherwise indicated, all capitalized terms used but not defined herein shall have the same meaning ascribed
to them in the Original Schedule 13D.
Item
1. Security and Issuer
This
Amendment relates to the $0.003 par value ordinary shares of JE Cleantech Holdings Limited, a Cayman Islands exempted company limited
by shares (the “Issuer”). The address of the principal executive office of the Issuer is 3 Woodlands Sector 1, Singapore
738361.
Item
2. Identity and Background
(a)
This Amendment is being filed by Ms. Hong Bee Yin, the Chairman of the Board of Directors, an Executive Director and the Chief Executive
Officer of the Issuer. Ms. Hong Bee Yin is also the sole officer and director and 100% shareholder of JE Cleantech Global Limited, which
is the holder of record of 3,200,000 ordinary shares of the Issuer as of the date of filing this Amendment.
Ms.
Hong Bee Yin is referred to as a “Reporting Person.”
(b)
The principal business address of the Reporting Person is 3 Woodlands Sector 1, Singapore 738361.
Ms.
Hong’s principal occupation is Chief Executive Officer, Executive Director and Chairman of the Board of the Issuer.
(d)
During the last five years, the Reporting Person has not been convicted in a criminal proceeding or been a party to a civil proceeding
of any judicial or administrative body of competent jurisdiction as a result of which she 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.
(e)
The Reporting Person has not, during the last five years, been 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.
Item
3. Source and Amount of Funds or Other Consideration
On
November 15, 2024, the Board of Directors of the Issuer authorized the issuance of 300,000 ordinary shares to Ms. Hong Bee Yin as a special
share award under the approved 2022 Equity Incentive Plan for the successful planning and execution of the Issuer’s complex initial
public offering in April 2022 as well as for sustainability and growth of the Issuer.
Item
4. Purpose of Transaction
The
Reporting Person holds her securities of the Issuer for investment purposes.
Ms.
Hong acquired shared beneficial ownership of the 9,600,000 ordinary shares held of record by Cleantech Global pursuant to the reorganization
by virtue of her being the sole officer and director of Cleantech Global.
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The
Reporting Person reserves the right to change her purpose and to formulate and implement plans or proposals with respect to the Issuer
at any time and from time to time, including the potential sale and/or registration for resale of some or all of the ordinary shares
of the Issuer beneficially owned by her. Any such action may be made by the Reporting Person alone or in conjunction with other shareholders
and/or other third parties and could include one or more purposes, plans or proposals that relate to or would result in actions required
to be reported herein in accordance with Item 4 of Schedule 13D.
Item
5. Interest in Securities of the Issuer
(a)
The responses to Items 11 and 13 of the cover pages to this Schedule 13D are incorporated herein.
(b)
The responses to Items 7 through 10 of the cover pages to this Schedule 13D are incorporated herein.
(c)
The Reporting Person has not entered into any transactions in the ordinary shares during the sixty days immediately prior to
November 15, 2024.
(d)
As of November 15, 2024, no person other than the Reporting Person is known to have the power to direct the receipt of dividends from,
or proceeds from the sale of, any of the shares beneficially owned by the Reporting Person.
(e)
Not applicable
Item
6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Other
than the Joint Filing Agreement in which the Reporting Person agreed to the joint filing on behalf of JE Cleantech Global Limited, filed
as an exhibit to Amendment No.1 to the Schedule 13D on April 22, 2024, there are no contracts, arrangements, understandings or relationships
between the Reporting Person and any other person with respect to the securities of the Issuer.
Item
7. Material to be Filed as Exhibits
None
| CUSIP
No. G50875 205 |
13D |
Page
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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.
| Date:
November 25, 2024 |
|
/s/
HONG Bee Yin |
| |
|
HONG
Bee Yin |
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