Hongli Group plans $325K private share sale

Hongli Group Inc. entered into a Securities Purchase Agreement with a U.S. investor for a private placement of 1,300,000 ordinary shares at $0.25 per share, for aggregate gross proceeds of $325,000.

Rhea-AI Filing Summary

Hongli Group Inc. entered into a Securities Purchase Agreement with a U.S. investor for a private placement of 1,300,000 ordinary shares at $0.25 per share, for aggregate gross proceeds of $325,000. The shares are unregistered and are being sold under exemptions in Section 4(a)(2) and Regulation D of the Securities Act. Closing is expected on or around April 20, 2026, subject to customary conditions.

Key Figures

Shares issued: 1,300,000 shares Purchase price: $0.25 per share Gross proceeds: $325,000 +3 more

6 metrics

Shares issued 1,300,000 shares Ordinary shares in private placement

Purchase price $0.25 per share Price under Securities Purchase Agreement

Gross proceeds $325,000 Aggregate gross proceeds from private placement

Expected closing date April 20, 2026 Anticipated closing of private placement

Securities Act exemption Section 4(a)(2) and/or Regulation D Exemptions relied upon for offering

Form reference Form F-3 File No. 333-289457 Form 6-K incorporated by reference

Key Terms

Form 6-K, Securities Purchase Agreement, private placement, Section 4(a)(2), +2 more

6 terms

Form 6-K regulatory

"Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT RULE 13a-16"

A Form 6-K is a report that companies listed in certain countries file to provide important updates, such as financial results, corporate changes, or other significant information, to regulators and investors. It functions like an official company update or news release, helping investors stay informed about developments that could affect their investment decisions.

Securities Purchase Agreement financial

"the Company entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”)"

A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.

private placement financial

"for a private placement offering, providing the sale and issuance of 1,300,000 ordinary shares"

A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.

Section 4(a)(2) regulatory

"in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933"

Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.

Regulation D regulatory

"and/or Regulation D promulgated thereunder"

Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.

unregistered sale of equity securities financial

"Entry into a Material Definitive Agreement and Unregistered Sale of Equity Securities."

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What financing did Hongli Group Inc. (HLP) announce in this Form 6-K?

Hongli Group Inc. agreed to a private placement with a U.S. investor for 1,300,000 ordinary shares. The shares are priced at $0.25 each, providing aggregate gross proceeds of $325,000, subject to customary closing conditions around April 20, 2026.

What is the share price and total proceeds of Hongli Group Inc.’s new private placement?

The company will sell 1,300,000 ordinary shares at a purchase price of $0.25 per share. This results in aggregate gross proceeds of $325,000 under the Securities Purchase Agreement with a single U.S. investor.

When is the Hongli Group Inc. (HLP) private placement expected to close?

The closing of the private placement is expected to occur on or around April 20, 2026. Completion is subject to the satisfaction of customary closing conditions, which are standard for this type of Securities Purchase Agreement.

Are the new Hongli Group Inc. shares registered under the Securities Act?

The shares issued in this transaction have not been registered under the Securities Act or state securities laws. They are offered in reliance on exemptions under Section 4(a)(2) and Regulation D, limiting resale without registration or another applicable exemption.

Who is buying the newly issued Hongli Group Inc. shares in this transaction?

The purchaser is described as a U.S. investor that entered into a Securities Purchase Agreement with Hongli Group Inc. The agreement covers the sale and issuance of 1,300,000 ordinary shares in a private placement transaction.

How is this Form 6-K related to Hongli Group Inc.’s existing Form F-3 registration statement?

This Form 6-K is incorporated by reference into Hongli Group Inc.’s Form F-3 registration statement and the related prospectus. It becomes part of that registration record unless later filings supersede its disclosures under securities laws.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/16/2026 - 05:00 PM EDT Learn about SEC filing dates

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of April 2026

Hongli Group Inc.

(Exact name of registrant as specified in its charter)

No. 777, Daiyi Road

Changle County, Weifang City

Shandong Province, China, 262400

(Address of Principal Executive Office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒     Form 40-F ☐

Incorporation by Reference

This report of foreign private issuer on Form 6-K is hereby incorporated by reference into the registration statement on Form F-3 of Hongli Group Inc. (the “Company”) (File Number 333-289457), as amended, and into the prospectus outstanding under the foregoing registration statement, to the extent not superseded by documents or reports subsequently filed or furnished by the Company under the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended.

Entry into a Material Definitive Agreement and Unregistered Sale of Equity Securities.

On April 11, 2026, the Company entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with a U.S. investor (the “Investor”) for a private placement offering, providing the sale and issuance of 1,300,000 ordinary shares of the Company, par value $0.0001 per share (the “Shares”), at a purchase price of $0.25 per Share, for aggregate gross proceeds of $325,000. The Securities Purchase Agreement contains customary representations and warranties of the Company and the Investor and customary indemnification and obligations of the parties.

The closing of the private placement is expected to occur on or around April 20, 2026, subject to the satisfaction of customary closing conditions, unless otherwise mutually agreed by the parties.

The offer and sale of the Shares were made in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933 and/or Regulation D promulgated thereunder. The Shares have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws.

The foregoing description of the Securities Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Securities Purchase Agreement, which is filed as Exhibit 10.1 to this Report on Form 6-K and is incorporated herein by reference.

1

EXHIBIT INDEX

Exhibit No.		Description
10.1*		Form of Securities Purchase Agreement by and between the Company and the Investor

* Certain personally identifiable information has been omitted from this exhibit pursuant to Item 601(a)(6) of Regulation S-K.

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SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	HONGLI GROUP INC.
Date: April 16, 2026	By:	/s/ Jie Liu
		Jie Liu
		Chief Executive Officer

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Filing Exhibits & Attachments

1 document

Agreements & Contracts

• EX-10.1 FORM OF SECURITIES PURCHASE AGREEMENT BY AND BETWEEN THE COMPANY AND THE INVESTO 125.2 KB