Form SC 13G - Statement of Beneficial Ownership by Certain Investors
13 Dezember 2024 - 12:45AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
Hongli
Group Inc.
(Name
of Issuer)
ORDINARY
SHARES, PAR VALUE $0.0001 PER SHARE
(Title
of Class of Securities)
G4594M108
(CUSIP
Number)
Zhicheng
Jiang
c/o Hongli Group Inc., No. 777, Daiyi Road,
Changle County, Weifang City,
Shandong Province, China, 262400.
+86 0535-2180886
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
December
5, 2024
(Date
of Event which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
| * | 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. G4594M108 |
| |
| 1.
|
NAMES
OF REPORTING PERSONS
Zhicheng
Jiang |
| 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
7,200,000 |
| 6. |
SHARED
VOTING POWER
0 |
| 7. |
SOLE
DISPOSITIVE POWER
7,200,000 |
| 8. |
SHARED
DISPOSITIVE POWER
0 |
| 9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,200,0001 |
| 10.
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see
instructions) ☐
|
| 11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.80%2 |
| 12.
|
TYPE
OF REPORTING PERSON (see instructions)
IN |
| 1 | Zhicheng
Jiang, through her 100% ownership of Betty Chen Limited, beneficially owns 7,200,000 Ordinary Shares. |
| 2 | This
percentage is calculated based upon (i) 13,438,750 Ordinary Shares issued and outstanding (as of June 30, 2024), as set forth in the
Issuer’s current report on Form 6-K/A as filed with the Securities and Exchange Commission on October 31, 2024; and (ii) 60,000,000
Ordinary Shares issued pursuant to the securities purchase agreement entered into on November 13, 2024, as set forth in the Issuer’s
current report on Form 6-K filed with the Securities and Exchange Commission on December 6, 2024. |
| CUSIP
No. G4594M108 |
| |
| 1.
|
NAMES
OF REPORTING PERSONS
I.R.S.
Identification Nos. of above persons (Entities only):
Betty
Chen Limited, Limited; EIN: N/A3 |
| 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
British
Virgin Island |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
5. |
SOLE
VOTING POWER
7,200,000 |
| 6. |
SHARED
VOTING POWER
0 |
| 7. |
SOLE
DISPOSITIVE POWER
7,200,000 |
| 8. |
SHARED
DISPOSITIVE POWER
0 |
| 9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,200,000 |
| 10.
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see
instructions) ☐
|
| 11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.80%4 |
| 12.
|
TYPE
OF REPORTING PERSON (see instructions)
CO |
| 3 | Betty
Chen Limited is a British Virgin Island entity, and it does not possess an Employer Identification Number (EIN). |
| 4 | This
percentage is calculated based upon (i) 13,438,750 Ordinary Shares issued and outstanding (as of June 30, 2024), as set forth in the
Issuer’s current report on Form 6-K/A as filed with the Securities and Exchange Commission on October 31, 2024; and (ii) 60,000,000
Ordinary Shares issued pursuant to the securities purchase agreement entered into on November 13, 2024, as set forth in the Issuer’s
current report on Form 6-K filed with the Securities and Exchange Commission on December 6, 2024. |
CUSIP No. G4594M108
Item
1.
| |
(a) |
Name of Issuer
Hongli Group Inc. |
| |
|
|
| |
(b) |
Address of Issuer’s Principal Executive Offices
No. 777, Daiyi Road, Changle County, Weifang City, Shandong Province, China, 262400. |
Item
2.
| |
(a) |
Name of Person Filing
Zhicheng
Jiang
Betty Chen Limited |
| |
|
|
| |
(b) |
Address or principal business office or, if none, residence |
| |
|
|
| |
|
Zhicheng Jiang: c/o Hongli Group Inc., No. 777, Daiyi Road, Changle County, Weifang City, Shandong Province, China, 262400. |
| |
|
Betty Chen Limited: c/o Hongli Group Inc., No. 777, Daiyi Road, Changle County, Weifang City, Shandong Province, China, 262400. |
| |
|
|
| |
(c) |
Citizenship
Zhicheng Jiang: China
Betty Chen Limited: British Virgin Island |
| |
|
|
| |
(d) |
Title of Class of Securities
Zhicheng Jiang: Ordinary Shares
Betty Chen Limited: Ordinary Shares |
| |
|
|
| |
(e) |
CUSIP Number
G4594M108 |
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). |
| |
|
|
|
| |
(c) |
☐ |
Insurance company as defined
in section 3(a)(19) of the Act (15 U.S.C. 78c). |
| |
|
|
|
| |
(d) |
☐ |
Investment company registered
under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). |
| |
|
|
|
| |
(e) |
☐ |
An investment adviser in
accordance with §240.13d-1(b)(1)(ii)(E); |
| |
|
|
|
| |
(f) |
☐ |
An employee benefit plan
or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
| |
|
|
|
| |
(g) |
☐ |
A parent holding company
or control person in accordance with §240.13d-1(b)(1)(ii)(G); |
| |
|
|
|
| |
(h) |
☐ |
A savings associations
as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
| |
|
|
|
| |
(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); |
| |
|
|
|
| |
(j) |
☐ |
Group, in accordance with
§240.13d-1(b)(1)(ii)(J). |
CUSIP No. G4594M108
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 response to Item 9 on each cover page. |
| |
|
|
| |
(b) |
Percent of class: |
| |
|
|
| |
|
See response to Item 11 on each cover page. |
| |
|
|
| |
(c) |
Number of shares as to which the person
has: |
| |
|
|
| |
|
(i) |
Sole
power to vote or to direct the vote.
See
response to Item 5 on each cover page. |
| |
|
|
|
| |
|
(ii) |
Shared
power to vote or to direct the vote.
See
response to Item 6 on each cover page. |
| |
|
|
|
| |
|
(iii) |
Sole
power to dispose or to direct the disposition of.
See
response to Item 7 on each cover page. |
| |
|
|
|
| |
|
(iv) |
Shared
power to dispose or to direct the disposition of.
See
response to Item 8 on each cover page. |
Instruction.
For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).
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 ☐.
Instruction.
Dissolution of a group requires a response to this item.
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.
Not
applicable.
Item
8. Identification and Classification of Members of the Group.
Not
applicable.
CUSIP No. G4594M108
Item
9. Notice of Dissolution of Group.
Not
applicable.
Item
10. Certification.
| |
(a) |
The following certification
shall be included if the statement is filed pursuant to §240.13d-1(b): |
| |
|
|
| |
|
By signing below I certify
that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course
of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of
the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having
that purpose or effect. |
| |
|
|
| |
(b) |
The following certification
shall be included if the statement is filed pursuant to §240.13d-1(c): |
| |
|
|
| |
|
By signing below I certify
that, to the best of my 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 of the securities and were not acquired and are not held
in connection with or as a participant in any transaction having that purpose or effect. |
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.
| |
Zhicheng Jiang |
| |
|
| |
12/12/2024 |
| |
Date |
| |
|
| |
/s/
Zhicheng Jiang |
| |
Signature |
| |
|
| |
Zhicheng
Jiang/Individual |
| |
Name/Title |
| |
Betty Chen
Limited |
| |
|
| |
12/12/2024 |
| |
Date |
| |
|
| |
/s/
Zhicheng Jiang |
| |
Signature |
| |
|
| |
Zhicheng
Jiang/Director |
| |
Name/Title |
CUSIP No. G4594M108
LIST
OF EXHIBITS
Exhibit A
JOINT
FILING AGREEMENT
In accordance with Rule 13d-1(k) promulgated
under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons
(as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments
thereto) with respect to the common stock, par value of US$0.0001 per share, of Hongli Group Inc., a company organized in the Cayman Islands,
and that this Agreement may be included as an exhibit 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.
IN WITNESS WHEREOF, the undersigned
hereby execute this Agreement as of December 12, 2024.
| |
Zhicheng Jiang |
| |
|
| |
12/12/2024 |
| |
Date |
| |
|
| |
/s/
Zhicheng Jiang |
| |
Signature |
| |
|
| |
Zhicheng
Jiang/Individual |
| |
Name/Title |
| |
Betty Chen
Limited |
| |
|
| |
12/12/2024 |
| |
Date |
| |
|
| |
/s/
Zhicheng Jiang |
| |
Signature |
| |
|
| |
Zhicheng
Jiang/Director |
| |
Name/Title |
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