Amended Statement of Beneficial Ownership (sc 13d/a)
March 25 2022 - 4:15PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D/A
Under
the Securities Exchange Act of 1934
(Amendment
No. 2)*
Indonesia
Energy Corporation Limited
(Name
of Issuer)
Common
Stock, $0.00267 par value
(Title
of Class of Securities)
G4760X
102
(CUSIP
Number)
C/O
Wirawan Jusuf
GIESMART
PLAZA 7th Floor
Jl.
Raya Pasar Minggu No. 17A
Pancoran – Jakarta 12780 Indonesia
(Name,
Address and Telephone Number of Person Authorized to
Receive
Notices and Communications)
March
21, 2022
(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 Rule 13d-1(e), Rule 13d-1(f) or Rule 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 section
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 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
1 |
Names
of Reporting Person.
HFO
Investment Group Limited |
2 |
Check
the Appropriate Box if a Member of a Group
(a) ☐
(b)
☐
|
3 |
SEC
Use Only
|
4 |
Source
of Funds (See Instructions)
WC |
5 |
Check
if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ☐
|
6 |
Citizenship
or Place of Organization
British
Virgin Islands |
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With |
7 |
Sole
Voting Power
447,778 |
8 |
Shared
Voting Power (see Item 5 below)
0 |
9 |
Sole
Dispositive Power
447,778
(1) |
10 |
Shared
Dispositive Power (see Item 5 below)
0 |
11 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
447,778 |
12 |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
|
13 |
Percent
of Class Represented by Amount in Row (11)
5.85%
(2) |
14 |
Type
of Reporting Person
OO |
CUSIP
No. G4760X 102
1 |
Names
of Reporting Person.
Wan-Yu
Huang |
2 |
Check
the Appropriate Box if a Member of a Group
(a)
☐
(b) ☐
|
3 |
SEC
Use Only
|
4 |
Source
of Funds (See Instructions)
PF |
5 |
Check
if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ]
|
6 |
Citizenship
or Place of Organization
Taiwan |
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With |
7 |
Sole
Voting Power
447,778
(1) |
8 |
Shared
Voting Power (see Item 5 below)
0 |
9 |
Sole
Dispositive Power
447,778 (1) |
10 |
Shared
Dispositive Power (see Item 5 below)
0 |
11 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
447,778 |
12 |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
|
13 |
Percent
of Class Represented by Amount in Row (11)
5.85% (2) |
14 |
Type
of Reporting Person
IN |
|
(1) |
Represents
447,778 shares held by HFO Investment Group Limited (“HFO”). Wan-Yu Huang, has voting and dispositive control
over the shares held by HFO. Ms. Huang is the adult sister of James J. Huang, the Chief Investment Officer and a director of the
Issuer. Mr. Huang has no voting or dispositive control over the shares held by HFO. |
|
|
|
|
(2) |
Based
on a total of 7,647,214 Ordinary Shares issued and outstanding as of March 9, 2022 as reported by the Issuer in its Registration
Statement on Form F-1, filed by the Issuer with the SEC on March 9, 2022. |
Explanatory
Note
This
Amendment No. 2 (“Amendment No. 2”) amends and supplements the statement on Schedule 13D originally filed by the Reporting
Persons on December 31, 2019 (as amended from time to time, the “Schedule 13D”). Except as specifically provided herein,
this Amendment No. 2 does not modify any of the information previously reported on the Schedule 13D. Unless otherwise indicated, each
capitalized term used but not defined in this Amendment No. 2 shall have the meaning assigned to such term in the Schedule 13D. The number
of shares in this Amendment No. 2 reflects a sale of shares by the Reporting Persons on March 21-22, 2022.
Item
1. |
Security
and Issuer |
This
statement on Schedule 13D (the “Schedule 13D”) relates to the ordinary shares, $0.00267 par value (“Ordinary Shares”),
of the Issuer.
Issuer: |
Indonesia
Energy Corporation Limited (“Issuer”) |
|
c/o
Wirawan Jusuf |
|
GIESMART
PLAZA 7th Floor |
|
Jl.
Raya Pasar Minggu No. 17A |
|
Pancoran
– Jakarta 12780, Indonesia |
Item
2. |
Identity
and Background |
Item
2 of the Schedule 13D is hereby amended and supplemented as follows:
HFO
Investment Group Limited, a British Virgin Islands company (“HFO”), which is the holder of record of approximately 5.85%
of the issued and outstanding Ordinary Shares as of March 25, 2022, derived from the number of Ordinary Shares outstanding 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 March 9, 2022. Wan Yu-Huang is the director of HFO and has voting and dispositive control over the shares held by
HFO.
Item
3. |
Source
and Amount of Funds or Other Consideration. |
Item
3 of the Schedule 13D is hereby amended and supplemented as follows:
On
March 21, 2022, HFO sold 100,000 Ordinary Shares in a market transactions for an aggregate price of $3,087,296.32, or $30.87 per Ordinary
Share, in reliance upon the exemption from the registration under the Securities Act of 1933, as amended, contained in Rule 144 promulgated
by the Securities and Exchange Commission under the Securities Act.
On
March 23, 2022, HFO sold 20,000 Ordinary Shares in a market transaction for an aggregate price of $588,065.14, or $29.50 per Ordinary
Share, in reliance upon the exemption from the registration under the Securities Act of 1933, as amended, contained in Rule 144 promulgated
by the Securities and Exchange Commission under the Securities Act.
On
March 24, 2022, HFO sold 12,595 Ordinary Shares in a market transaction for an aggregate price of $326,234.07, or $26.00 per Ordinary
Share, in reliance upon the exemption from the registration under the Securities Act of 1933, as amended, contained in Rule 144 promulgated
by the Securities and Exchange Commission under the Securities Act.
On
March 25, 2022, HFO sold 67,405 Ordinary Shares in a market transaction for an aggregate price of $1,527,222.56, or $22.71 per Ordinary
Share, in reliance upon the exemption from the registration under the Securities Act of 1933, as amended, contained in Rule 144 promulgated
by the Securities and Exchange Commission under the Securities Act.
As
a result of the consummation of the transactions described above, HFO sold approximately 2.89% of the outstanding Ordinary Shares,
which decreased the percentage of HFO’s holding of the outstanding Ordinary Shares from 8.74% to 5.85%.
Item
4. |
Purpose
of the Transaction |
Item
4 of the Schedule 13D is hereby amended and supplemented as follows:
The
transaction described in Item 3 of this Schedule 13D/A were undertaken by HFO for investment purposes only.
The
Reporting Persons currently have no plans or proposals that relate to or would result in: (a) the acquisition by any person of additional
securities of the Issuer, or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets
of the Issuer or any of its subsidiaries; (d) any change in the present Board of Directors or management of the Issuer, including any
plans or proposals to change the number or term of directors or to fill any existing vacancies on the Board except as may be required
for the Issuer to comply with exchange listing requirements with respect to the number of independent directors; (e) any material change
in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer’s business or corporate
structure; (g) any changes in the Issuer’s charter or by-laws or other actions which may impede the acquisition or control of the
Issuer by any person; (h) causing a class of securities of the Issuer to be delisted from a national securities exchange or cease to
be authorized to be quoted in an interdealer quotation system of a registered national securities association; (i) causing a class of
equity securities of the Issuer to become eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange
Act of 1934, as amended; or (j) any action similar to those enumerated above.
Item
5. |
Interest
in Securities of the Issuer |
Item
5 of the Schedule 13D is hereby amended and restated in its entirety to read as follows:
(a)-(b)
The aggregate number and percentage of Ordinary Shares beneficially owned by the Reporting Persons (on the basis of a total of 7,647,214
Ordinary Shares issued and outstanding as of March 9, 2022, are as follows:
Wan
Yu-Huang |
a) |
|
Amount
beneficially owned: 447,778 |
|
Percentage:
5.85% |
b) |
|
Number
of shares to which the Reporting Person has: |
|
|
|
i. |
Sole
power to vote or to direct the vote: |
|
447,778 |
|
ii. |
Shared
power to vote or to direct the vote: |
|
0 |
|
iii. |
Sole
power to dispose or to direct the disposition of: |
|
447,778 |
|
iv. |
Shared
power to dispose or to direct the disposition of: |
|
0 |
HFO
Investment Group Limited |
a) |
|
Amount
beneficially owned: 447,778 |
|
Percentage:
5.85% |
b) |
|
Number
of shares to which the Reporting Person has: |
|
|
|
i. |
Sole
power to vote or to direct the vote: |
|
447,778 |
|
ii. |
Shared
power to vote or to direct the vote: |
|
0 |
|
iii. |
Sole
power to dispose or to direct the disposition of: |
|
447,778 |
|
iv. |
Shared
power to dispose or to direct the disposition of: |
|
0 |
Wan
Yu-Huang is the Director of HFO.
(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. |
Contracts,
Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
Item
6 of the Schedule 13D is hereby amended and supplemented as follows:
The
Reporting Persons’ response to Item 4 is incorporated by reference into this Item 6.
Item
7. |
Material
to be Filed as Exhibits |
None.
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:
March 25, 2022 |
HFO
Investment Group Limited |
|
|
|
|
By: |
/s/
Wan Yu-Huang |
|
Name: |
Wan
Yu-Huang |
|
Title: |
Director |
|
|
|
Date:
March 25, 2022 |
|
/s/
Wan Yu-Huang |
|
|
Wan
Yu-Huang |
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