Amended Statement of Beneficial Ownership (sc 13d/a)
15 Maggio 2023 - 3:24PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington
20549
SCHEDULE
13D/A
Under
the Securities Exchange Act of 1934
(Amendment No. 2)*
HF
Foods Group Inc.
(Name
of Issuer)
Common
Stock, par value $0.0001 per share
(Title
of Class of Securities)
40417F109
(CUSIP
Number)
Irrevocable
Trust for Raymond Ni
6001
W. Market Street
Greensboro,
NC 27409
(336)
268-2655
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications)
May 12, 2023
(Date
of Event Which Requires Filing of this Statement)
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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7
for other parties to whom copies are to be sent.
* | 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).
1 |
|
NAMES
OF REPORTING PERSON:
Irrevocable Trust for Raymond Ni
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY):
82-7005844 |
2 |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
(a) ☒
(b) ☐ |
3 |
|
SEC
USE ONLY:
|
4 |
|
SOURCE
OF FUNDS (SEE INSTRUCTIONS):
PF (See Item
3) |
5 |
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): ☐
|
6 |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION:
North
Carolina |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
|
7 |
|
SOLE
VOTING POWER:
5,591,553 |
|
8 |
|
SHARED
VOTING POWER:
6,035,200 |
|
9 |
|
SOLE
DISPOSITIVE POWER:
5,591,553 |
|
10 |
|
SHARED
DISPOSITIVE POWER:
6,035,200 |
11 |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
6,035,200 |
12 |
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): ☐
|
13 |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
11.2%
(1) |
14 |
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS):
OO |
(1) | Percentage
ownership set forth above is based on 53,844,492 shares of Common Stock of HF Foods
Group Inc. issued and outstanding as of April 6, 2023, as reported by the Company. |
1 |
|
NAMES
OF REPORTING PERSON:
Weihui
Kwok |
2 |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
(a) ☒
(b) ☐ |
3 |
|
SEC
USE ONLY:
|
4 |
|
SOURCE
OF FUNDS (SEE INSTRUCTIONS):
PF (See Item
3) |
5 |
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): ☐
|
6 |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION:
United
States |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
|
7 |
|
SOLE
VOTING POWER:
399,397 |
|
8 |
|
SHARED
VOTING POWER:
6,035,200 |
|
9 |
|
SOLE
DISPOSITIVE POWER:
399,397 |
|
10 |
|
SHARED
DISPOSITIVE POWER:
6,035,200 |
11 |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
6,035,200 |
12 |
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): ☐
|
13 |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
11.2%
(1) |
14 |
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS):
IN |
(1) | Percentage
ownership set forth above is based on 53,844,492 shares of Common Stock of HF Foods
Group Inc. issued and outstanding as of April 6, 2023, as reported by the Company. |
1 |
|
NAMES
OF REPORTING PERSON:
Yuanyuan Wu
|
2 |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
(a) ☒
(b) ☐ |
3 |
|
SEC
USE ONLY:
|
4 |
|
SOURCE
OF FUNDS (SEE INSTRUCTIONS):
PF (See Item
3) |
5 |
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): ☐
|
6 |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION:
United
States |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
|
7 |
|
SOLE
VOTING POWER:
44,250 |
|
8 |
|
SHARED
VOTING POWER:
6,035,200 |
|
9 |
|
SOLE
DISPOSITIVE POWER:
44,250 |
|
10 |
|
SHARED
DISPOSITIVE POWER:
6,035,200 |
11 |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
6,035,200 |
12 |
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): ☐
|
13 |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
11.2%
(1) |
14 |
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS):
IN |
(1) | Percentage
ownership set forth above is based on 53,844,492 shares of Common Stock of HF Foods
Group Inc. issued and outstanding as of April 6, 2023, as reported by the Company. |
Item
1. Security and Issuer.
This Amendment No. 2 (“Amendment No. 2”) to the Statement
of Beneficial Ownership on Schedule 13D filed on August 31, 2018 (the “Statement”) as amended by Amendment No. 1 thereto filed
on May 5, 2023 (“Amendment No. 1”) relates to the Common Stock, par value $.0001 per share (the “Common Stock”),
of HF Foods Group Inc., a corporation organized and existing under the laws of the State of Delaware (the “Issuer”
or the “Company”).
Capitalized terms used herein that are not otherwise defined shall
have the respective meanings assigned thereto in the Statement and/or in Statement No. 1.
Except as modified by the information provided in this Item 1, the
information set forth in Item 1 of the Statement, as supplemented by the information that appeared in Item 1 of Amendments No. 1, is incorporated
by reference herein in response to the disclosure requirements of Item 1 of Schedule 13D.
Item
2. Identity and Background.
The information set forth in Item 2 of the Statement, as supplemented
by the information that appeared in Item 2 of Amendments No. 1, is incorporated by reference herein in response to the disclosure requirements
of Item 2 of Schedule 13D.
Item
3. Source and Amount of Funds or Other Consideration.
The information set forth in Item 3 of the Statement, as supplemented
by the information that appeared in Item 3 of Amendments No. 1, is incorporated by reference herein in response to the disclosure requirements
of Item 3 of Schedule 13D.
Item
4. Purpose of Transaction.
The information set forth in Item 4 of the Statement, as supplemented
by the information that appeared in Item 4 of Amendments No. 1, is incorporated by reference herein in response to the disclosure requirements
of Item 4 of Schedule 13D, and is further amended and supplemented to add the following update:
On May 12, 2023, the Reporting Persons determined to withdraw their
slate of nominees for election to the Board at the Annual Meeting. The Reporting Persons will not be soliciting any proxies in connection
with the election of directors at the Annual Meeting. Notwithstanding the Reporting Persons’ withdrawal of director nominees,
the Reporting Persons intend to monitor the situation at the Company closely and are concerned that the current Board is prioritizing
self-preservation over the best interests of stockholders. The Board’s rejection of the Reporting Persons’ nominations,
without identifying any specific deficiencies in the nomination notice, has only strengthened the Reporting Persons’ concerns regarding
the direction of the Company under its current leadership. As such, the Reporting Persons will not hesitate to take any actions that
they believe are necessary to protect the best interests of stockholders.
Item
5. Interest in Securities of the Issuer.
The information set forth in Item 5 of the Statement, as supplemented
by the information that appeared in Item 5 of Amendments No. 1, is incorporated by reference herein in response to the disclosure requirements
of Item 5 of Schedule 13D.
Item
6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
The information set forth in Item 6 of the Statement, as supplemented
by the information that appeared in Item 6 of Amendments No. 1, is incorporated by reference herein in response to the disclosure requirements
of Item 6 of Schedule 13D.
Signatures
After
reasonable inquiry and to the best knowledge and belief of the undersigned, such person certifies that the information set forth in this
Statement with respect to such person is true, complete and correct.
Dated:
May 12, 2023
|
/s/
Weihui Kwok |
|
Weihui
Kwok |
|
|
|
/s/
Yuanyuan Wu |
|
Yuanyuan
Wu |
|
|
|
/s/
Fai Lam |
|
Irrevocable
Trust for Raymond Ni |
|
Name: |
Fai
Lam, Trustee |
6
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