Washington, D.C. 20549
(Amendment No. )*
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 Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ¨
* 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 other subject to the liabilities of that section of Act but shall be subject to all other provisions
of the Act (however, see the Notes).
CUSIP No. G4760X 102
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Names of Reporting Person.
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MADERIC Holding Limited
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Check the Appropriate Box if a Member of a Group
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(a) ¨
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(b) ¨
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SEC Use Only
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4
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Source of Funds (See Instructions)
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WC
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Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ¨
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6
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Citizenship or Place of Organization
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Cayman Islands
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7
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Sole Voting Power
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5,222,222 (1)
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8
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Shared Voting Power (see Item 5 below)
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0
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9
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Sole Dispositive Power
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5,222,222 (1)
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10
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Shared Dispositive Power (see Item 5 below)
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0
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
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5,222,222
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12
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
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13
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Percent of Class Represented by Amount in Row (11)
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70.92% (2)
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14
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Type of Reporting Person
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OO
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CUSIP No. G4760X 102
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Names of Reporting Person.
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Dr. Wirawan Jusuf
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Check the Appropriate Box if a Member of a Group
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(a) ¨
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(b) ¨
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3
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SEC Use Only
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4
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Source of Funds (See Instructions)
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PF
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5
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Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ¨
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6
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Citizenship or Place of Organization
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Jakarta, Indonesia
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7
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Sole Voting Power
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5,222,222 (1)
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8
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Shared Voting Power (see Item 5 below)
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0
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9
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Sole Dispositive Power
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5,222,222 (1)
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10
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Shared Dispositive Power (see Item 5 below)
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0
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
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5,222,222
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12
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
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13
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Percent of Class Represented by Amount in Row (11)
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70.93% (2)
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14
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Type of Reporting Person
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IN
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(1)
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Represents (i) 5,222,222 shares held by MADERIC Holding Limited (“MADERIC”). Dr. Wirawan Jusuf, the Chief Executive Officer and Chairman of the Board of Directors of the issuer, holds voting and dispositive control over the shares owned by MADERIC. Excludes options to purchase 150,000 of our ordinary shares with an exercise price of $11.00 per share.
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(2)
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Based on a total of 7,363,637 Ordinary Shares issued and outstanding as of December 19, 2019 as reported by the Issuer in its registration statement on Form F-1, filed by the Issuer with the SEC on July 30, 2019, as amended.
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SCHEDULE 13D
This Schedule 13D is
filed on behalf of MADERIC Holding Limited (“MADERIC”), a Cayman Islands exempted company limited company and Dr. Wirawan
Jusuf, the Chief Executive Officer and Chairman of the Board of Directors of the Issuer, is the Director of MADERIC, and holds
voting and dispositive control over the shares owned by MADERIC (together with MADERIC, the “Reporting Persons”).
Item 1.
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Security and Issuer
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Securities acquired:
ordinary shares, $0.00267 par value (“Ordinary Shares”)
Issuer: Indonesia
Energy Corporation Limited. (“Issuer”)
c/o James J. Huang
Dea Tower I, 11th Floor, Suite 1103
Jl. Mega Kuningan Barat Kav. E4.3 No.1-2
Jakarta 12950, Indonesia
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Item 2.
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Identity
and Background
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(a)
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This statement is filed by:
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MADERIC, which is the
holder of record of approximately 70.92% of the issued and outstanding Ordinary Shares, outstanding as of December 19, 2019, as
reported by the Issuer in its Registration Statement on Form F-1 filed by the Issuer with the Securities and Exchange Commission
(the “Commission”) on July 30, 2019, as amended; and
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Dr. Wirawan Jusuf (“Dr. Jusuf”). Dr. Jusuf is the Director of MADERIC and holds voting and dispositive control over the shares owned by MADERIC
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(b)
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The business address for each Reporting Person is as follows:
c/o James J. Huang
Dea Tower I, 11th Floor, Suite 1103
Jl. Mega Kuningan Barat Kav. E4.3 No.1-2
Jakarta 12950, Indonesia
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(c)
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Present Principal Occupation or Employment:
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For MADERIC: Not applicable
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For Dr. Jusuf: Chief Executive Officer and Chairman of the Board of Directors of the Issuer.
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(d) None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) None of the Reporting Persons have, during the last five years, been a party to civil proceeding of a judicial 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.
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(f)
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Citizenship/Place of Organization:
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For MADERIC: Hong Kong
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For Dr. Jusuf: Jakarta,
Indonesia.
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Item 3.
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Source
and Amount of Funds or Other Consideration.
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WJ Energy Group
Limited (“WJ Energy”) a wholly owned subsidiary of the Issuer was incorporated in Hong Kong on June 3, 2014. The initial
shareholders of WJ Energy were MADERIC and another company HFO Investment Group Limited (“HFO”), with each owning 50%
of WJ Energy’s shares. On October 20, 2014, HFO received HKD 4,000 from Maderic as consideration for 4,000 shares in WJ Energy,
which resulted in MADERIC owning 90% of WJ Energy and HFO owning 10%.
On June 30, 2018,
the Issuer entered into two agreements with MADERIC and HFO (the two then shareholders of WJ Energy): a Sale and Purchase of Shares
and Receivables Agreement and a Debt Conversion Agreement (which are hereinafter referred to collectively as the Restructuring
Agreements). The intention of the Restructuring Agreements was to restructure the Issuer’s capitalization in anticipation
of the Issuer’s initial public offering. As a result of the transactions contemplated by the Restructuring Agreements: (i)
WJ Energy (including its assets and liabilities) became a wholly-owned subsidiary of our company, (ii) loans amounting to $21,150,000
and $3,150,000 that were owed by WJ Energy to MADERIC and HFO, respectively, were converted for nominal value into ordinary shares
of the Issuer and (iii) the Issuer issued an aggregate of 15,999,000 ordinary shares (pre-stock split) to MADERIC and HFO. The
above mentioned transaction is accounted for as a nominal share issuance.
Item 4.
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Purpose of the Transaction
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The information in
Item 3 above is incorporated by reference herein.
The Ordinary Shares
owned by the Reporting Persons have been acquired for investment purposes. The Reporting Persons may make further acquisitions
of the Ordinary Shares from time to time and, subject to certain restrictions, may dispose of any or all of the Ordinary Shares
held by the Reporting Persons at any time depending on an ongoing evaluation of the investment in such securities, prevailing market
conditions, other investment opportunities and other factors. However, certain of such shares are subject to certain lock-up restrictions
as further described in Item 6 below.
Except for the foregoing,
the Reporting Persons have no plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs
(a) through (j) of Item 4 of Schedule 13D.
Item 5.
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Interest
in Securities of the Issuer
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(a)-(b) The aggregate number and percentage
of Ordinary Shares beneficially owned by the Reporting Persons (on the basis of a total of 7,363,637 Ordinary Shares issued and
outstanding as of December 19, 2019, as reported by the Issuer in Registration Statement on Form F-1, originally filed by the Issuer
with the SEC on July 30, 2019, as amended) are as follows:
Dr. Wirawan Jusuf
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a)
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Amount beneficially owned: 5,222,222
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Percentage: 70.92%
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b)
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Number of shares to which the Reporting Person has:
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i.
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Sole power to vote or to direct the vote:
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5,222,222
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ii.
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Shared power to vote or to direct the vote:
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0
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iii.
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Sole power to dispose or to direct the disposition of:
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5,222,222
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iv.
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Shared power to dispose or to direct the disposition of:
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0
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MADERIC Holding Limited
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a)
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Amount beneficially owned: 5,222,222
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Percentage: 70.92%
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b)
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Number of shares to which the Reporting Person has:
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i.
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Sole power to vote or to direct the vote:
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5,222,222
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ii.
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Shared power to vote or to direct the vote:
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0
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iii.
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Sole power to dispose or to direct the disposition of:
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5,222,222
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iv.
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Shared power to dispose or to direct the disposition of:
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0
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Dr. Wirawan Jusuf is
the Director of MADERIC and holds voting and dispositive control over the shares owned by MADERIC.
(c) None of the Reporting Persons has effected
any transactions of the Issuer’s Ordinary Shares during the 60 days preceding the date of this report, except as described
in Item 6 of this Schedule 13D which information is incorporated herein by reference.
(d) Not applicable.
(e) Not applicable.
Item 6.
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Contracts,
Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
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The information provided in Item 3 herein
is hereby incorporated by reference.
Restructuring Agreements
On June 30, 2018, the
Company entered into two agreements with MADERIC and HFO (the two then shareholders of WJ Energy): a Sale and Purchase of Shares
and Receivables Agreement and a Debt Conversion Agreement (collectively, the “Restructuring Agreements”). The intention
of the Restructuring Agreements was to restructure the Company’s capitalization. As a result of the transactions contemplated
by the Restructuring Agreements: (i) WJ Energy (including its assets and liabilities) became a wholly-owned subsidiary of the Company,
(ii) loans amounting to $21,150,000 and $3,150,000 that were owed by WJ Energy to MADERIC and HFO, respectively, were converted
for nominal value into ordinary shares of the Company and (iii) the Company issued an aggregate of 15,999,000 ordinary shares to
MADERIC and HFO.
The descriptions of
the Sale and Purchase of Shares and Receivables Agreement and the Debt Conversion Agreement are qualified in their entirety by
reference to the full text of each such agreement, forms of which were filed by the Issuer as Exhibit 10.1 and 10.2, respectively,
to the Registration Statement on Form F-1, filed by the Issuer with the SEC on July 30, 2019, as amended (and is incorporated by
reference herein as Exhibit 10.1 and 10.2, respectively).
Lock-Up Agreement by and among Aegis
Capital Corp. and each of the Reporting Persons.
In connection with
the Issuer’s initial public offering of up to 1,500,000 ordinary shares (the “Offering”), on December 6, 2019,
Aegis Capital Corp., the representative of the underwriters in the Offering (“Aegis”) entered into lock-up agreements
with, among others, MADERIC and HFO. The lock-up agreements provide that each signatory thereto, subject to certain exceptions,
agrees not to sell, transfer or dispose of, directly or indirectly, any of the Ordinary Shares or securities convertible into or
exercisable or exchangeable for the Ordinary Shares for a period of 180 days after the date of the final prospectus without the
prior written consent of Aegis. This consent may be given at any time without public notice.
The description of
the Lock-Up Agreement is qualified in its entirety by reference to the full text of such agreement, a form of which is filed herewith
as exhibit 10.4.
Item 7.
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Material to be Filed as Exhibits
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Exhibit 10.1
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Sale and Purchase of Shares and Receivables Agreement, dated June 30, 2018, by and between the Registrant, Maderic Holding Limited, HFO Investment Group Limited, Opera Cove International Limited and WJ Energy Group Limited (incorporated by reference to Exhibit 10.1 to the Issuer’s Registration statement on Form F-1 (File No. 333-232894)
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Exhibit 10.2
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Debt Conversion Agreement,
daxted June 30, 2018, by and between the Registrant, Maderic Holding Limited and HFO Investment Group Limited. (Incorporated by
reference to Exhibit 10.2 to the Issuer’s Registration statement on Form F-1 (File No. 333-232894).
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Exhibit 10.3
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Debt Acknowledgement Note,
dated June 30, 2018 (Maderic Holdings Limited) (incorporated by reference to Exhibit 10.3 to the Issuer’s Registration statement
on Form F-1 (File No. 333-232894).
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Exhibit 10.4
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Form of Lock-Up Agreement,
by and among Aegis Capital Corp. and the Signatories thereto.
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Exhibit
99.1
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Joint
Filing Agreement, by and among the Reporting Persons.
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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: December 31, 2019
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MADERIC HOLDING LIMITED
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By:
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/s/ Dr. Wirawan Jusuf
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Name: Dr. Wirawan Jusuf
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Title: Director
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Date: December 31, 2019
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/s/ Dr. Wirawan Jusuf
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Dr. Wirawan Jusuf
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