UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

SCHEDULE 13G

 

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

  QDM International Inc.  
  (Name of Issuer)  
     
  Common Shares  
  (Title of Class of Securities)  
     
  74738H 304   
  (CUSIP Number)  
     
  February 1, 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).

 

 

 

 

 

 

CUSIP No.   74738H 304

 

1.  

Names of Reporting Persons

 

Ruiyin Capital Limited

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

 

Hong Kong

Number of Shares
Beneficially Owned
By Each Reporting
Person With:		 5.

Sole Voting Power

 

 

6.

Shared Voting Power

26,240,754

 

7.

Sole Dispositive Power

 

 

8.

Shared Dispositive Power

26,240,754

 

9.  

Aggregate Amount Beneficially Owned by Reporting Person

 

26,240,754

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares

(See Instructions) ¨

 

11.  

Percent of Class Represented by Amount in Row (9)

9.0%

 

12.  

Type of Reporting Person (See Instructions)

CO

 

 

2

 

 

CUSIP No.   74738H 304  

 

1.  

Names of Reporting Persons

 

Erkai Wang

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:

 5.

Sole Voting Power

 

 

6.

Shared Voting Power

26,240,754

 

7.

Sole Dispositive Power

 

 

8.

Shared Dispositive Power

26,240,754

 

9.  

Aggregate Amount Beneficially Owned by Reporting Person

 

26,240,754

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares

(See Instructions) ¨

 

11.  

Percent of Class Represented by Amount in Row (9)

9.0%

 

12.  

Type of Reporting Person (See Instructions)

IN

 

 

3

 

 

Item 1(a). Name of Issuer
   
  QDM International Inc. (the “Issuer”)
   
Item 1(b). Address of the Issuer’s Principal Executive Offices
   
 

Room 1030B, 10/F, Ocean Centre, Harbour City

5 Canton Road, Tsim Sha Tsui, Hong Kong

   
Item 2(a). Name of Persons Filing

 

  This Schedule 13G is filed by:

 

-Ruiyin Capital Limited

-Erkai Wang

 

The foregoing person is hereinafter referred to each as a “Reporting Person.” Information with respect to the Reporting Person is given solely by such Reporting Person.

 

Item 2(b).Address of the Principal Business Office, or if none, Residence:
   
 

-          Ruiyin Capital Limited: Rm 4G, 15/F, Sunwise Industrial Building, 16-26 Wang Wo Tsai Street, Tsuen Wan, Hong Kong.

-          Erkai Wang: Rm 4G, 15/F, Sunwise Industrial Building, 16-26 Wang Wo Tsai Street, Tsuen Wan, Hong Kong.

   
Item 2(c). Citizenship

 

-          Ruiyin Capital Limited – Jurisdiction of Incorporation is Hong Kong

-          Erkai Wang - China

 

Item 2(d). Title of Class of Securities
   
  Common Stock
   
Item 2(e). CUSIP Number
   
  74738H 304
   
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

  

  ☐ (a)  Broker or Dealer registered under Section 15 of the Exchange Act.
     
  ☐ (b) Bank as defined in Section 3(a)(b) or the Exchange Act.
     
  ☐ (c) Insurance company as defined in Section 3(a)(19) of the Exchange Act.
     
  ☐ (d) Investment company registered under Section 8 of the Investment Company Act.

 

4

 

 

  ☐ (e) An Investment adviser in accordance with Rule 13d-1 (b)(1)(ii)(e).
     
  ☐ (f) An employee benefit plan or endowment fund in accordance with Rule 13d 1(b)(1)(ii)(f).
     
  ☐ (g) A Parent Holding Company or control person in accordance with Rule 13d 1(b)(1)(ii)(g).
     
  ☐ (h) A Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act.
     
  ☐

(i) A Church Plan that is excluded from the definition of an investment company under Section 3 (c)(14) of the Investment Company Act.

     
  ☐ (j) Group, in accordance with Rule 13d-1 (b)(1)(ii)(j).
     
    Not applicable.

 

Item 4.

Ownership

 

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.

 

On February 1, 2023, Ruiyin Capital Limited purchased 48,000,000 shares of Common Stock (or 4,800,000 shares of Common Stock without giving effect to the forward stock split at a ratio of 10-to-1 effected in April 2024 (the “2024 Forward Split”)) in an offering of the Issuer at a price of $0.0081 per share (or $0.081 per share without giving effect to the 2024 Forward Split) for a total purchase price of $388,000.

 

On August 1, 2024, Ruiyin Capital Limited sold an aggregate of 21,759,246 shares to certain purchasers at a price of $1.00 per share.

 

Erkai Wang is the sole shareholder and director of Ruiyin Capital Limited and holds the voting and dispositive power over the shares of common stock held by this entity.

 

Item 5. Ownership of Five Percent or Less of a Class
   
  Not Applicable.
   
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. Certification
   
  By signing below, each of the undersigned certifies that, to the best of their knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the Issuer and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

 

5

 

 

SIGNATURE

 

After reasonable inquiry and to the best of their knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

DATE: August 13, 2024

 

  Ruiyin Capital Limited
     
  By: /s/ Erkai Wang
    Name:  Erkai Wang
    Title: Sole Director
     
    /s/ Erkai Wang
    Erkai Wang

 

EXHIBIT INDEX
Exhibit Number    
99.1   Joint Filing Agreement

 

 

6

 

Exhibit 99.1

 

JOINT FILING AGREEMENT

 

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing of a statement on Schedule 13G (including amendments thereto) with respect to the common stock, par value $0.0001 per share, of QDM International Inc., a Florida corporation, and that this agreement be included as an Exhibit 1.1 to such joint filing. This agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument. The undersigned acknowledge that each shall be responsible for the timely filing of any amendments, and for the completeness and accuracy of the information concerning such party contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other party making the filing unless such party knows or has reason to believe that such information is inaccurate.

 

IN WITNESS WHEREOF, each of the undersigned hereby executes this agreement as of August 13, 2024.

 

  /s/ Erkai Wang
  Erkai Wang
     
  Ruiyin Capital Limited.
     
  By: /s/ Erkai Wang
    Erkai Wang
  Title: Sole Director and Shareholder

 

 

 

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