Form SC 13G - Statement of acquisition of beneficial ownership by individuals
February 05 2024 - 4:10PM
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 $.0001 PER SHARE
(Title of Class of Securities)
G4594M108
(CUSIP Number)
Jie Liu
Beisanli Street, Economic Development Zone
Changle County, Weifang
Shandong, China 262400
Tel: +86 0536-2185222
(Name, Address
and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 31, 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:
* | 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
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1. |
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NAMES OF REPORTING PERSONS
Jie Liu |
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2. |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ☐
(b) ☐ |
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3. |
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SEC USE ONLY
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4. |
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CITIZENSHIP OR PLACE OF ORGANIZATION
China |
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
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5. |
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SOLE VOTING POWER
7,516,820 |
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6. |
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SHARED VOTING POWER
0 |
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7. |
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SOLE DISPOSITIVE POWER
7,516,820 |
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8. |
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SHARED DISPOSITIVE POWER
0 |
9. |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,516,8201 |
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10. |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ☐
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11. |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
60.76%2 |
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12. |
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TYPE OF REPORTING PERSON (see instructions)
IN |
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1 | Hongli Development Limited, a BVI business company (“Hongli
Development n”), directly owns 7,516,820 Ordinary Shares. Jie Liu currently exercises exclusive voting and dispositive control
over the Ordinary Shares registered in the name of Hongli Development Limited, and is deemed to beneficially own the entirety of the
7,516,820 Ordinary Shares. |
2 | This percentage is calculated based upon 12,371,875 Ordinary
Shares issued and outstanding (as of June 30, 2024), as set forth in the Issuer’s Unaudited Condensed Consolidated Financial Statements
as of June 30, 2023 on Form 6-K as filed with the Securities and Exchange Commission on November 30, 2023. |
CUSIP No. G4594M108
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1. |
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NAMES OF REPORTING PERSONS
I.R.S. Identification Nos. of above persons (Entities only):
Hongli Development Limited; EIN: N/A3 |
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2. |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ☐
(b) ☐ |
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3. |
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SEC USE ONLY
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4. |
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CITIZENSHIP OR PLACE OF ORGANIZATION
BVI |
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
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5. |
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SOLE VOTING POWER
7,516,820 |
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6. |
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SHARED VOTING POWER
0 |
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7. |
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SOLE DISPOSITIVE POWER
7,516,820 |
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8. |
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SHARED DISPOSITIVE POWER
0 |
9. |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,516,820 |
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10. |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ☐
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11. |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
60.76%4 |
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12. |
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TYPE OF REPORTING PERSON (see instructions)
IN |
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3 | Hongli Development Limited is a British Virgin Islands entity,
and it does not possess an Employer Identification Number (EIN). |
4 | This percentage is calculated based upon 12,371,875 Ordinary
Shares issued and outstanding (as of June 30, 2024), as set forth in the Issuer’s Unaudited Condensed Consolidated Financial Statements
as of June 30, 2023 on Form 6-K as filed with the Securities and Exchange Commission on November 30, 2023. |
CUSIP No. G4594M108
Item 1.
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(a) |
Name of Issuer
Hongli Group Inc.
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(b) |
Address of Issuer’s Principal Executive Offices
Beisanli Street, Economic Development Zone, Changle County, Weifang,
Shandong, China 262400 |
Item 2.
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(a) |
Name of Person Filing
Jie Liu
Hongli Development Limited |
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(b) |
Address or principal business office or, if none, residence |
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Jie Liu: Beisanli Street, Economic Development Zone, Changle County, Weifang, Shandong, China 262400 |
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Hongli Development Limited: Beisanli Street, Economic Development Zone,
Changle County, Weifang, Shandong, China 262400
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(c) |
Citizenship
Jie Liu: China
Hongli Development Limited: BVI |
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(d) |
Title of Class of Securities
Jie Liu:: Ordinary Shares
Hongli Development Limited: Ordinary Shares |
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(e) |
CUSIP Number
G4594M108 |
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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:
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(a) |
☐ |
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
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(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) |
☐ |
Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
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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.
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(a) |
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Amount beneficially owned:
See response to Item 9 on each cover page. |
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(b) |
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Percent of class5:
See response to Item 11 on each cover page. |
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(c) |
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Number of shares as to which the person has: |
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(i) |
Sole power to vote or to direct the vote.
See response to Item 5 on each cover page. |
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(ii) |
Shared power to vote or to direct the vote.
See response to Item 6 on each cover page. |
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(iii) |
Sole power to dispose or to direct the disposition of.
See response to Item 7 on each cover page. |
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(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.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
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(a) |
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The following certification shall be included if the statement is filed pursuant to §240.13d-1(b): |
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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. |
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(b) |
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The following certification shall be included if the statement is filed pursuant to §240.13d-1(c): |
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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. |
5 | This percentage is calculated based upon 12,371,875 Ordinary
Shares issued and outstanding (as of June 30, 2024), as set forth in the Issuer’s Unaudited Condensed Consolidated Financial Statements
as of June 30, 2023 on Form 6-K as filed with the Securities and Exchange Commission on November 30, 2023. |
CUSIP No. G4594M108
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.
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Jie Liu |
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2/5/2024
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Date |
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/s/ Jie Liu |
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Signature |
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Jie Liu/Individual
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Name/Title |
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Hongli Development Limited |
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2/5/2024 |
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Date |
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/s/ Jie Liu |
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Signature |
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Jie Liu/Director
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Name/Title |
CUSIP
No. G4594M108
LIST OF EXHIBITS
Exhibit 99.1
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 ordinary shares, par value of US$0.0001 per share, of Hongli Group Inc., a Cayman Islands exempted company,
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 February 5, 2024.
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Jie Liu |
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2/5/2024 |
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Date |
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/s/ Jie Liu
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Signature |
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Jie Liu/Individual
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Name/Title |
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Hongli Development Limited |
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2/5/2024 |
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Date |
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/s/ Jie Liu
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Signature |
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Jie Liu/Director |
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Name/Title |
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