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 June 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
☐
Results of Hongli Group Inc.’s Extraordinary
General Meeting of Shareholders
The Extraordinary General Meeting of Shareholders
(the “Meeting”) of Hongli Group Inc. (the “Company”) was held at No. 777, Daiyi Road, Changle County,
Weifang City, Shandong Province, China, 262400, on June 5, 2026 at 9:00 a.m. ET.
At the close of business on May 4, 2026, the record
date for the determination of holders of the ordinary shares of the Company (the “Ordinary Shares”) entitled to vote
at the Meeting, there were outstanding and entitled to vote a total of 74,738,750 Ordinary Shares. At the Meeting, the holders of 43,450,140
Ordinary Shares of the Company were represented in person or by proxy, exceeding one-third of the outstanding Ordinary Shares entitled
to vote at the Meeting and constituting a quorum.
Capitalized terms not otherwise defined herein
have the meanings given to them in the notice of the Meeting and the proxy statement, which were furnished as exhibits to the Company’s
Report on Form 6-K with the U.S. Securities and Exchange Commission on May 15, 2026 (File No. 001-41671).
At the Meeting, the shareholders of the Company
approved the following resolutions:
1 Share
Capital Reorganization
“It is resolved as an ordinary resolution
that the Company re-designate and re-classify its authorised share capital as follows with immediate effect (“Share Capital
Reorganization”):
| (a) | each currently issued and outstanding ordinary share of par
value of US$0.0001 each in the capital of the Company (the “Ordinary Shares”) be and are re-designated and
re-classified into one Class A ordinary share of par value US$0.0001 each (the “Class A Ordinary Shares”); |
| (b) | 10,000,000 of the remaining authorised but unissued Ordinary
Shares each be and are re-designated and re-classified into one Class B ordinary share of par value US$0.0001 each (the “Class B
Ordinary Shares”); |
| (c) | each of the remaining authorised but unissued shares be and
are re-designated and re-classified into one Class A Ordinary Share of par value US$0.0001 each, |
such that the Company’s authorized share
capital be re-designated and re-classified from US$50,000 divided into 500,000,000 ordinary shares of par value US$0.0001 each, to US$50,000
divided into 490,000,000 Class A Ordinary Shares of par value US$0.0001 each and 10,000,000 Class B Ordinary Shares of par value
US$0.0001 each.”
2 Adoption
of A&R Memorandum and Articles of Association (Share Capital Reorganization)
“It is resolved, as a special resolution,
that subject to and immediately following the Share Capital Reorganization being effected, the Company adopt amended and restated memorandum
and articles of association, in the form attached as Appendix A to the notice of meeting and proxy statement delivered to shareholders
and dated May 15, 2026, in substitution for, and to the exclusion of, the Company’s existing memorandum and articles of association.”
3 Share
Capital Reduction
“It is resolved as a special resolution
that, subject to the Share Capital Reorganization being effected and all further requirements prescribed by sections 14A and 14B of the
Companies Act (Revised) relating to share capital reductions being complied with, the authorised share capital of the Company be reduced
and reorganized from US$50,000 divided into 490,000,000 Class A Ordinary Shares of par value US$0.0001 each and 10,000,000 Class B
Ordinary Shares of par value US$0.0001 each to US$5,000 divided into 490,000,000 Class A Ordinary Shares of par value US$0.00001
and 10,000,000 Class B Ordinary Shares of par value US$0.00001 each by the taking of the following steps (together the “Share
Capital Reduction and Reorganization”):
| (a) | the par value of each issued and outstanding Class A
ordinary share of par value US$0.0001 each and Class B ordinary shares of par value US$0.0001 each in the share capital of the Company
being reduced to US$0.00001 by cancelling US$0.00009 of the paid-up capital on each of the issued and outstanding Class A ordinary
shares of par value US$0.0001 each and Class B ordinary shares of par value US$0.0001 each (the “Capital Reduction”),
with the amount deemed to be paid up on each issued and outstanding share of the Company to be US$0.00001 following the Capital Reduction; |
| (b) | the credit arising from the Capital Reduction being transferred
to a distributable reserve account of the Company which may be utilised by the Company as the board of directors of the Company may deem
fit and as permitted under the Companies Act (Revised), the Company’s memorandum and articles of association, and all relevant
applicable laws, including, without limitation, eliminating or setting off any accumulated losses of the Company (if any) from time to
time; |
| (c) | immediately following the Capital Reduction each authorised
but unissued Class A ordinary shares of par value US$0.0001 being subdivided into 10 Class A ordinary shares of par value US$0.00001
each and each authorised but unissued Class B ordinary shares of par value US$0.0001 being subdivided into 10 Class B ordinary
shares of par value US$0.00001 each (together, the “Subdivision”); and |
| (d) | immediately following the Subdivision, the authorised share
capital of the Company being altered by the cancellation of such number of unissued Class A ordinary shares of par value US$0.00001
and unissued Class B ordinary shares of par value US$0.00001 that will result in the Company having authorised share capital of
US$5,000 divided into 490,000,000 Class A Ordinary Shares of par value US$0.00001 and 10,000,000 Class B Ordinary Shares of
par value US$0.00001 each.” |
4 Adoption
of A&R Memorandum of Association — Share Capital Reduction
“It is resolved, as a special resolution,
that subject to and immediately following the Share Capital Reduction and Reorganization being effected, the Company adopt amended and
restated memorandum of association, in the form attached as Appendix B to the notice of meeting and proxy statement delivered to
shareholders and dated May 15, 2026, in substitution for, and to the exclusion of, the Company’s existing memorandum of association,
to reflect the Share Capital Reduction and Reorganization.”
5 Share
Capital Increase
“It is resolved, as an ordinary resolution,
that subject to and immediately following the Share Capital Reduction and Reorganization being effected, the authorised share capital
of the Company be increased from US$5,000 divided into 490,000,000 Class A Ordinary Shares of par value US$0.00001 and 10,000,000
Class B Ordinary Shares of par value US$0.00001 each to US$50,000 divided into 4,900,000,000 Class A Ordinary Shares of par
value US$0.00001 each and 100,000,000 Class B Ordinary Shares of par value US$0.00001 each, by the creation of 4,410,000,000 Class A
Ordinary Shares of par value US$0.00001 each and 90,000,000 Class B Ordinary Shares of par value US$0.00001 each (the “Share
Capital Increase”).”
6 Adoption
of A&R Memorandum of Association — Share Capital Increase
“It is resolved, as a special resolution,
that subject to and immediately following the Share Capital Increase being effected, the Company adopt amended and restated memorandum
of association, in the form attached as Appendix C to the notice of meeting and proxy statement delivered to shareholders and dated
May 15, 2026, in substitution for, and to the exclusion of, the Company’s existing memorandum of association, to reflect the Share
Capital Increase.”
7 Share
Consolidation
“It is resolved as an ordinary resolution
that, subject to the Share Capital Reorganization being effected:
| (a) | conditional upon the approval of the board of directors of
the Company (the “Board”) in its sole discretion, with effect as of the date the Board may determine (the “Effective
Date”): |
| (i) | the authorised, issued, and outstanding Class A Ordinary
Shares and Class B Ordinary Shares of the Company (collectively, the “Shares”) be consolidated at any
one time or multiple times during a period of up to three years of the date of the Meeting, at the exact consolidation ratio and
effective time as the Board may determine in its sole discretion, provided always that the accumulated consolidation ratio for all such
share consolidation(s) (together, “Share Consolidations”, and each a “Share Consolidation”)
shall not be less than 2:1 nor greater than 5,000:1, with such consolidated Shares having the same rights and being subject to the same
restrictions (save as to par value) as the existing Shares of such class as set out in the Company’s memorandum and articles of
association; |
| (ii) | no fractional Shares be issued in connection with the Share
Consolidation(s) and, in the event that a shareholder would otherwise be entitled to receive a fractional Share upon the Share Consolidation(s),
the total number of Shares to be received by such shareholder be rounded up to the next whole Share; and |
| (iii) | any change to the Company’s authorised share capital
in connection with, and as necessary to effect, the Share Consolidation(s) be and is hereby approved, such amendment to be determined
by the Board in its sole discretion; and |
| (b) | any one director or officer of the Company be and is hereby
authorised, for and on behalf of the Company, to do all such other acts or things necessary or desirable to implement, carry out and
give effect to the Share Consolidation(s), if and when deemed advisable by the Board in its sole discretion.” |
8 Adoption
of A&R Memorandum of Association — Share Consolidations
“It is resolved, as a special resolution,
that subject to and immediately following any and each Share Consolidation being effected, the Company adopt amended and restated memorandum
of association in substitution for, and to the exclusion of, the Company’s existing memorandum of association, to reflect changes
to the Company’s authorised share capital as a consequence of each such Share Consolidation.”
9 Adjournment
“It is resolved, as an ordinary resolution,
to adjourn the general meeting to a later date or dates or sine die, if necessary or desirable, in the opinion of the directors, to permit
further solicitation and vote of proxies if, at the time of the meeting, there are not sufficient votes for, or otherwise in connection
with, the approval of the foregoing proposals.”
The results of the vote at the Meeting for the
resolutions were as follows:
| Resolution No.* | |
For | | |
Against | | |
Abstain/Withhold | |
| No. 1 | |
| 43,312,688 | | |
| 136,551 | | |
| 901 | |
| No. 2 | |
| 43,312,688 | | |
| 136,551 | | |
| 901 | |
| No. 3 | |
| 43,311,489 | | |
| 136,551 | | |
| 2,100 | |
| No. 4 | |
| 43,312,688 | | |
| 136,551 | | |
| 901 | |
| No. 5 | |
| 43,312,688 | | |
| 136,551 | | |
| 901 | |
| No. 6 | |
| 43,312,688 | | |
| 136,551 | | |
| 901 | |
| No. 7 | |
| 43,320,889 | | |
| 128,330 | | |
| 921 | |
| No. 8 | |
| 43,320,889 | | |
| 128,350 | | |
| 901 | |
| No. 9 | |
| 43,320,647 | | |
| 128,592 | | |
| 901 | |
| * |
The resolution numbers in the first column correspond to the resolutions described above. |
Incorporation by Reference
This report of foreign private issuer on Form
6-K is hereby incorporated by reference into (i) the registration statement on Form
F-3 of the Company (File Number 333-289457), as amended, and (ii) the registration statement on Form
S-8 of the Company (File Number 333-278321), as amended, and into the prospectus outstanding under the foregoing registration statements,
to the extent not superseded by documents or reports subsequently filed or furnished by the Company under the Securities Act of 1933,
as amended, or the Securities Exchange Act of 1934, as amended.
SIGNATURE
Pursuant to the requirements of the Securities
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: June 11, 2026 |
By: |
/s/ Jie Liu |
| |
|
Jie Liu |
| |
|
Chief Executive Officer |
