| Item 1. | |
| (a) | Name of issuer:
Celsius Holdings, Inc. |
| (b) | Address of issuer's principal executive offices:
2424 North Federal Highway, Suite 208 Boca Raton, Florida 33431 |
| Item 2. | |
| (a) | Name of person filing:
(1) Chau Hoi Shuen Solina Holly
(2) Grieg International Limited
(3) Oscar Time Limited |
| (b) | Address or principal business office or, if none, residence:
The address of principal business office for Chau Hoi Shuen Solina Holly is:
Suites PT. 2909 & 2910, Harbour Centre
25 Harbour Road
Wanchai, Hong Kong
The address of principal business office for Grieg International Limited and Oscar Time Limited is:
Kingston Chambers
P.O. Box 173
Road Town, Tortola British
Virgin Islands |
| (c) | Citizenship:
Chau Hoi Shuen Solina Holly - United Kingdom citizenship with permanent residency in Hong Kong; Grieg International Limited - British Virgin Islands; Oscar Time Limited - British Virgin Islands |
| (d) | Title of class of securities:
Common Stock |
| (e) | CUSIP No.:
155118V207 |
| 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);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (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);
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| (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).
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| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
Chau Hoi Shuen Solina Holly: 23,040,969 Grieg International Limited: 22,333,104 Oscar Time Limited: 707,865 |
| (b) | Percent of class:
Chau Hoi Shuen Solina Holly: 9.80%* Grieg International Limited: 9.50%* Oscar Time Limited: 0.30%* *All calculations of percentage ownership herein are based upon an aggregate of 235,031,452 shares of Common Stock outstanding as of October 30, 2024, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 6, 2024. |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
Chau Hoi Shuen Solina Holly: 23,040,969 Grieg International Limited: 22,333,104 Oscar Time Limited: 707,865
|
| | (ii) Shared power to vote or to direct the vote:
Chau Hoi Shuen Solina Holly: 0 Grieg International Limited: 0 Oscar Time Limited: 0
|
| | (iii) Sole power to dispose or to direct the disposition of:
Chau Hoi Shuen Solina Holly: 23,040,969 Grieg International Limited: 22,333,104 Oscar Time Limited: 707,865
|
| | (iv) Shared power to dispose or to direct the disposition of:
Chau Hoi Shuen Solina Holly: 0 Grieg International Limited: 0 Oscar Time Limited: 0
|
| Item 5. | Ownership of 5 Percent or Less of a Class. |
| |
Not Applicable
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
| |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
The Shares referenced in Item 4 above are held of record by Grieg International Limited and Oscar Time Limited. Chau Hoi Shuen Solina Holly has sole voting and dispositive power over such Shares. |
| Item 8. | Identification and Classification of Members of the Group. |
| |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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Rule 13d-1(c)