| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Class A Ordinary shares, with no par value |
| (b) | Name of Issuer:
Cre8 Enterprise Ltd |
| (c) | Address of Issuer's Principal Executive Offices:
1/F, China Building, 29 Queen's Road Central, HONG KONG,
HONG KONG
, 00000. |
| Item 2. | Identity and Background |
|
| (a) | This Schedule 13D is filed jointly by Mr. Seng Jin LEE and Cre8 Investments Limited (collectively, the "Reporting Persons"). |
| (b) | The principal executive office of the Issuer is located at 1/F, China Building, 29 Queen's Road Central, Hong Kong.
The registered address of Cre8 Investments Limited is at Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, BVI. |
| (c) | Cre8 Investments Limited, where Mr. Seng Jin LEE serves as a director, is an investment holding company primarily engaged in acquiring, holding, and managing equity interests in subsidiaries and other investments. It does not engage in direct business operations. |
| (d) | During the last five years, neither (1) Mr. Seng Jin LEE, nor (2) Cre8 Investments Limited nor any of its officers or directors has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | During the last five years, neither (1) Mr. Seng Jin LEE, nor (2) Cre8 Investments Limited nor any of its officers or directors has not been a 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. |
| (f) | Mr. Seng Jin LEE is a citizen of Singapore. Cre8 Investments Limited is a company incorporated under the laws of the British Virgin Islands. |
| Item 3. | Source and Amount of Funds or Other Consideration |
| | Mr. Seng Jin LEE acquired the shares beneficially owned by him as part of a group reorganization of the Issuer. The Issuer was incorporated under the laws of the British Virgin Islands on December 4, 2023. In connection with the incorporation, on the same date of its incorporation, the Issuer issued 3,575 Class A Ordinary Shares with no par value to Cre8 Investments Limited, at the consideration of US$1,430.00. As part of the reorganization in preparation for the Issuer's initial public offering, on December 12, 2023, Cre8 Investments Limited transferred 5,000,000 ordinary shares, representing the entire ownership interest of Cre8 (Greater China) Limited ("Cre8 Hong Kong"), the operating subsidiary of the Issuer, to Cre8 Incorporation Limited by way of a share exchange. In exchange for the entire ownership interests of Cre8 Hong Kong, the Issuer allotted and issued 2,500 Class B Ordinary Shares to Cre8 Investments Limited.
Cre8 Investments Limited: WC
Mr. Seng Jin LEE: PF |
| Item 4. | Purpose of Transaction |
| | The Reporting Persons are pre-IPO shareholder of the Issuer. The Reporting Persons hold the Shares for investment purposes.
Except as set forth herein, the Reporting Persons do not have any present plans or proposals which relate to or would result in any of the transactions described in paragraphs (a) through (j) of this Item 4. |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Incorporated by reference to Items 11 and 13 of the Cover Page.
As of the date hereof, Mr. Seng Jin LEE may be deemed to beneficially own an aggregate of 6,435,000 class A ordinary shares and 4,500,000 class B ordinary shares of the Issuer held by Cre8 Investments Limited, representing approximately 87.93% of the total voting power of the Issuer's issued and outstanding share capital, based on 19,667,500 Class A Ordinary Shares and 4,500,000 Class B Ordinary Shares outstanding, as reported in the Issuer's prospectus on Form 424B4 filed with the SEC on July 22, 2025 and the report on Form 6-K filed with the SEC on July 30, 2025.
Of these shares held through Cre8 Investments Limited, 57.14% are held directly by Mr. Seng Jin LEE, 14.29% owned by Mr. Xian Hong Jordan LEE (son of Mr. Seng Jin LEE), and 28.57% owned by Mr. Kit Ying SHAM (father-in-law of Mr. Seng Jin LEE). Pursuant to an Acting-in-Concert Agreement (the "Agreement"), Mr. Seng Jin LEE, Mr. Xian Hong Jordan LEE and Mr. Kit Ying SHAM have agreed to vote their respective shares collectively, and have designated Mr. Seng Jin LEE as the sole representative with exclusive authority to determine and direct the vote of all shares subject to the Agreement. By virtue of the Agreement, Mr. Seng Jin LEE has sole voting power over all shares held by the parties to the Agreement and therefore may be deemed to beneficially own all such shares under Rule 13d-3(a) of the Exchange Act. The other parties to the Agreement retain sole dispositive power over the shares they individually own. |
| (b) | Incorporated by reference to Items 7-10 of the Cover Page. |
| (c) | The Reporting Persons have not engaged in any transactions in the class of securities reported on that were effected during the past sixty days. |
| (d) | N/A |
| (e) | N/A |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
| | Except as set forth herein, the Reporting Person has no contracts, arrangements, understandings, or relationships with respect to the Issuer's securities requiring disclosure under this Item 6. |
| Item 7. | Material to be Filed as Exhibits. |
| | Exhibit A - Share Subscription Letter by and between Cre8 Investments Limited and the Issuer.
Exhibit B - Application for Shares submitted by Cre8 Investments Limited to the Issuer.
Exhibit C - Acting in Concert Agreement.
Exhibit D - Joint Filing Agreement. |
